N-14 8C

As filed with the Securities and Exchange Commission on July 17, 2009

Securities Act File No. 333-         

Investment Company Act File No. 811-07694

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

Registration Statement Under the Securities Act of 1933	x
Pre-Effective Amendment No.	o
Post Effective Amendment No.	o

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

(Exact Name of Registrant as Specified in Charter)

522 Fifth Avenue

New York, New York 10036

(Address of Principal Executive Offices)

(212) 296-6970

(Area Code and Telephone Number)

Stefanie V. Chang Yu, Esq.

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, New York 10036

(Name and Address of Agent for Service)

Copy to:

Carl Frischling, Esq.	Leonard B. Mackey, Jr., Esq.
Kramer Levin Naftalis & Frankel LLP	Clifford Chance US LLP
1177 Avenue of the Americas	31 West 52nd Street
New York, New York 10036	New York, New York 10019

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered	Proposed Maximum Aggregate Offering Price		Amount Of Registration Fee*
Common Stock, par value $0.01 per share	$	1,000,000	$	55.80

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.

522 Fifth Avenue

New York, New York  10036

(800) 231-2608

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 18, 2009

To the stockholders of Morgan Stanley Global Opportunity Bond Fund, Inc.:

Notice is hereby given of a Special Meeting of the Stockholders of Morgan Stanley Global Opportunity Bond Fund, Inc. (“Global Opportunity Bond”) to be held in Conference Room [·], [·] Floor, 522 Fifth Avenue, New York, New York 10036, at [·] a.m., New York time, on November 18, 2009, and any adjournments or postponements thereof (the “Meeting”), for the following purposes:

1.             To consider and vote upon a proposal to approve the actions and transactions described in that certain Agreement and Plan of Reorganization, dated June 19, 2009 (the “Reorganization Agreement”), between Global Opportunity Bond and Morgan Stanley Emerging Markets Debt Fund, Inc. (“Emerging Markets Debt”), pursuant to which substantially all of the assets of Global Opportunity Bond would be transferred to Emerging Markets Debt and stockholders of Global Opportunity Bond would become stockholders of Emerging Markets Debt receiving shares of common stock of Emerging Markets Debt with a value equal to the value of their holdings in Global Opportunity Bond and Global Opportunity Bond would be dissolved (the “Reorganization”); and

2.             To act upon such other matters as may properly come before the Meeting, or any adjournments or postponements thereof.

The Reorganization is more fully described in the accompanying Proxy Statement and Prospectus and a copy of the Reorganization Agreement is attached as Exhibit A thereto, both of which are incorporated herein by reference and form a part of this Notice of Special Meeting of Stockholders.  Stockholders of record of Global Opportunity Bond at the close of business on September 4, 2009 are entitled to notice of, and to vote at, the Meeting.  Please read the Proxy Statement and Prospectus carefully before telling us, through your Proxy or in person, how you wish your shares to be voted.  Alternatively, if you are eligible to vote telephonically by touchtone telephone or electronically on the Internet (as discussed in the enclosed Proxy Statement) you may do so in lieu of attending the Meeting in person.  The Board of Directors of Global Opportunity Bond recommends you vote in favor of the Reorganization.  We urge you to sign, date and mail the enclosed Proxy promptly.

By: Order of the Board of Directors,

MARY E. MULLIN

Secretary

[·], 2009

You can help avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Proxy.  If you are unable to be present in person, please fill in, sign and return the enclosed Proxy in order that the necessary quorum be represented at the Meeting.  The enclosed envelope requires no postage if mailed in the United States.  Stockholders of Global Opportunity Bond will be able to vote telephonically by touchtone telephone or electronically on the Internet by following instructions on their Proxy Cards or on the enclosed Voting Information Card.

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

522 Fifth Avenue
New York, New York  10036
(800) 231-2608

Acquisition of the Assets of
Morgan Stanley Global Opportunity Bond Fund, Inc.

By and in Exchange for Shares of Common Stock of
Morgan Stanley Emerging Markets Debt Fund, Inc.

This Proxy Statement and Prospectus is being furnished to stockholders of Morgan Stanley Global Opportunity Bond Fund, Inc. (“Global Opportunity Bond”) in connection with an Agreement and Plan of Reorganization, dated June 19, 2009 (the “Reorganization Agreement”), pursuant to which substantially all the assets of Global Opportunity Bond will be transferred to Morgan Stanley Emerging Markets Debt Fund, Inc. (“Emerging Markets Debt”) in exchange for shares of common stock (“common shares”) of Emerging Markets Debt and Global Opportity Bond will be dissolved (the “Reorganization”).  As a result of this transaction, stockholders of Global Opportunity Bond will become stockholders of Emerging Markets Debt and will receive common shares of Emerging Markets Debt with an aggregate net asset value (“NAV”) equal to the aggregate NAV of their holdings in Global Opportunity Bond.  The terms and conditions of this transaction are more fully described in this Proxy Statement and Prospectus and in the Reorganization Agreement between Global Opportunity Bond and Emerging Markets Debt attached hereto as Exhibit A.  The address of Global Opportunity Bond is that of Emerging Markets Debt set forth above.  This Proxy Statement also constitutes a Prospectus of Emerging Markets Debt, which is dated [·], 2009, filed by Emerging Markets Debt with the Securities and Exchange Commission (the “Commission”) as part of its Registration Statement on Form N-14 (the “Registration Statement”).

Emerging Markets Debt, a Maryland corporation, is a closed-end management investment company whose primary investment objective is to seek a high level of current income and, as a secondary investment objective, seeks capital appreciation.  Emerging Markets Debt seeks to achieve its investment objectives through investments primarily in debt securities of government and government-related issuers located in emerging market countries and of entities organized to restructure outstanding debt of such issuers.

This Proxy Statement and Prospectus sets forth concisely information about Emerging Markets Debt that stockholders of Global Opportunity Bond ought to know before voting on the Reorganization.  Enclosed and incorporated herein by reference is Emerging Markets Debt’s Annual Report for the fiscal year ended December 31, 2008.  A Statement of Additional Information, dated [·], 2009, relating to the Reorganization, described in this Proxy Statement and Prospectus has been filed with the Commission and is also incorporated herein by reference.  Such documents, including the Statement of Additional Information, as well as additional information about Emerging Markets Debt and Global Opportunity Bond, have been filed with the Commission and are available upon request without charge by calling (800) 231 2608 (toll-free) or by visiting the Commission’s website at www.sec.gov.  Currently, the common shares of Global Opportunity Bond and Emerging Markets Debt trade on the New York Stock Exchange (“NYSE”).  Reports, proxy statements and other information concerning Global Opportunity Bond and Emerging Markets Debt can be inspected at 20 Broad Street, New York, New York 10004.

Investors are advised to read and retain this Proxy Statement and Prospectus for future reference.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any State Securities Commission, nor has the Securities and Exchange Commission or any State Securities Commission passed on the accuracy or adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

This Proxy Statement and Prospectus is dated [·], 2009.

TABLE OF CONTENTS

PROXY STATEMENT AND PROSPECTUS

	Page
Introduction	1
General	1
Record Date; Share Information	1
Proxies	2
Expenses of Solicitation	2
Vote Required	3
Fee Table	3
Example	3
Synopsis	4
The Reorganization	4
Comparison of Global Opportunity Bond and Emerging Markets Debt	5
Principal Risks	6
Tax Consequences of the Reorganization	6
Dividends	6
Financial Highlights	6
Global Opportunity Bond	7
Emerging Markets Debt	7
Financial Information	8
The Reorganization	8
The Proposal	8
The Board’s Considerations	8
The Reorganization Agreement	9
Tax Aspects of the Reorganization	10
Description of Common Shares	12
Appraisal Rights	12
Capitalization Table (unaudited)	13
Comparison of Investment Objectives, Policies and Restrictions	13
Investment Objectives and Policies	13
Investment Restrictions	14
Information About The Funds	14
General	14
Management of the Funds	14
Investment Advisory Agreement	15
Portfolio Management	15
Administrator	16
Other Service Providers	16
Security Ownership of Certain Beneficial Owners	16
Description of Capital Stock	17
Trading History and Share Price Data	19
Dividends And Distributions; Dividend Reinvestment and Cash Purchase Plan	20
Details of the Plan	20
Principal Risk Factors	21
Additional Risk Considerations	33
Financial Statements and Experts	34
Legal Matters	34
Additional Information	34
Other Business	34
Exhibit A Agreement and Plan of Reorganization	35

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MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.

522 Fifth Avenue
New York, New York  10036
(800) 231-2608

PROXY STATEMENT AND PROSPECTUS

Special Meeting of Stockholders
to be Held November 18, 2009

INTRODUCTION

General

This Proxy Statement and Prospectus is being furnished to the stockholders of Morgan Stanley Global Opportunity Bond Fund, Inc., a Maryland corporation (“Global Opportunity Bond”), which is a closed-end, non-diversified management investment company, in connection with the solicitation by the Board of Directors (the “Board”) of Global Opportunity Bond of Proxies to be used at the Special Meeting of Stockholders of Global Opportunity Bond to be held in Conference Room [·],[·] Floor, 522 Fifth Avenue, New York, New York 10036, at [·] a.m., New York time, on November 18, 2009, and any adjournments or postponements thereof (the “Meeting”).  It is expected that the first mailing of this Proxy Statement and Prospectus will be made on or about [·], 2009.

At the Meeting, stockholders of Global Opportunity Bond will consider and vote upon the actions and transactions described in that certain Agreement and Plan of Reorganization, dated June 19, 2009 (the “Reorganization Agreement”), between Global Opportunity Bond and Morgan Stanley Emerging Markets Debt Fund, Inc. (“Emerging Markets Debt” and, together with Global Opportunity Bond, the “Funds”), pursuant to which substantially all of the assets of Global Opportunity Bond will be transferred to Emerging Markets Debt in exchange for shares of common stock (“common shares”) of Emerging Markets Debt and Global Opportunity Bond will be dissolved (the “Reorganization”).  As a result of the Reorganization, stockholders of Global Opportunity Bond will become stockholders of Emerging Markets Debt and will receive common shares of Emerging Markets Debt equal to the aggregate net asset value (“NAV”) of the aggregate NAV of their holdings in Global Opportunity Bond on the date of such Reorganization.  The common shares to be issued by Emerging Markets Debt pursuant to the Reorganization (the “Emerging Markets Debt Shares”) will be issued at NAV.  Further information relating to Global Opportunity Bond and Emerging Markets Debt is set forth herein.

Global Opportunity Bond and Emerging Markets Debt are non-diversified, closed-end management investment companies.  It is proposed that, upon approval of the Reorganization, stockholders of Global Opportunity Bond receive Emerging Markets Debt Shares equal to the aggregate NAV of the aggregate NAV of their holdings in Global Opportunity Bond on the date of the Reorganization.  The information concerning Global Opportunity Bond and Emerging Markets Debt contained herein has been supplied by Global Opportunity Bond and Emerging Markets Debt, respectively.  Each of Global Opportunity Bond and Emerging Markets Debt is referred to herein as a “Fund” and together as the “Funds.”  The fund resulting from the Reorganization is referred to as the “Combined Fund.”

Record Date; Share Information

The Board has fixed the close of business on September 4, 2009 as the record date (the “Record Date”) for the determination of the stockholders of Global Opportunity Bond entitled to notice of, and to vote at, the Meeting.  As of the Record Date, there were [·] common shares of Global Opportunity Bond issued and outstanding.  Stockholders of Global Opportunity Bond on the Record Date are entitled to one vote per common share and a fractional vote for a fractional share on each matter submitted to a vote at the Meeting.  A majority of the outstanding common shares entitled to vote, represented in person or by proxy, will constitute a quorum at the Meeting.

Proxies

The enclosed form of Proxy, if properly executed and returned, will be voted in accordance with the choice specified thereon.  The Proxy will be voted in favor of the Reorganization unless a choice is indicated to vote against or to abstain from voting on the Reorganization.  The Board knows of no business, other than that set forth in the Notice of Special Meeting of Stockholders, to be presented for consideration at the Meeting.  However, the Proxy confers discretionary authority upon the persons named therein to vote as they determine on other business, not currently contemplated, which may come before the Meeting.

Abstentions and “broker non-votes” will have the effect of votes against the Reorganization, and “broker non-votes” will not be deemed to be present at the meeting for purposes of determining whether a quorum is present.  Broker “non-votes” are common shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority.  If a Global Opportunity Bond stockholder executes and returns a Proxy but fails to indicate how the votes should be cast, the Proxy will be voted in favor of the Reorganization Agreement.  The Proxy may be revoked at any time prior to the voting thereof by:  (i) delivering written notice of revocation to the Secretary of Global Opportunity Bond, 522 Fifth Avenue, New York, New York 10036; (ii) attending the Meeting and voting in person; or (iii) completing and returning a new Proxy (whether by mail or, as discussed below, by touchtone telephone or the Internet) (if returned and received in time to be voted).  Attendance at the Meeting will not in and of itself revoke a Proxy.

In the event that the necessary quorum to transact business or the vote required to approve or reject the Reorganization is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of Proxies.  Any such adjournment will require the affirmative vote of the holders of a majority of common shares of Global Opportunity Bond present in person or by proxy at the Meeting.  The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Reorganization and will vote against any such adjournment those proxies required to be voted against the Reorganization.  Abstentions and “broker non-votes” will not be counted for purposes of approving an adjournment.

Expenses of Solicitation

The expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement and Prospectus, will be borne by both Funds, which expenses are expected to approximate $71,025.  The expenses will be allocated among Global Opportunity Bond and Emerging Markets Debt in the amounts of $68,059 and $2,966, respectively.  [Global Opportunity Bond and Emerging Markets Debt will bear all of their respective other expenses associated with the Reorganization.]

The solicitation of Proxies will be by mail, which may be supplemented by solicitation by mail, telephone or otherwise through officers of Global Opportunity Bond or officers and regular employees of Morgan Stanley Investment Management Inc. (the “Adviser”) and/or Morgan Stanley Smith Barney, without special compensation therefor.  As described below, Global Opportunity Bond will employ Computershare Fund Services, Inc. (“Computershare”) to make telephone calls to stockholders of Global Opportunity Bond to remind them to vote.  In addition, Global Opportunity Bond may also employ Computershare as proxy solicitor if it appears that the required number of votes to achieve a quorum will not be received.  In the event that Computershare is retained as proxy solicitor, Computershare will be paid a project management fee as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining stockholders’ telephone numbers and providing additional materials upon stockholder request, at an estimated cost of $[·] and the expenses outlined below.

Stockholders of Global Opportunity Bond will be able to vote their common shares by touchtone telephone or electronically on the Internet by following the instructions on the Proxy Card or on the Voting Information Card accompanying this Proxy Statement.  To vote by Internet or by telephone, stockholders can access the website or call the toll-free number listed on the Proxy Card or noted in the enclosed voting instructions.  To vote by touchtone telephone, stockholders will need the number that appears on the Proxy Card.

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In certain instances, Morgan Stanley or Computershare may call stockholders of Global Opportunity Bond to ask if they would be willing to have their votes recorded by telephone.  The telephone voting procedure is designed to authenticate stockholders’ identities, to allow stockholders to authorize the voting of their common shares in accordance with their instructions and to confirm that their instructions have been recorded properly.  No recommendation will be made as to how a stockholder should vote on any proposal other than to refer to the recommendations of the Board.  Global Opportunity Bond has been advised by counsel that these procedures are consistent with the requirements of applicable law.  Stockholders voting by telephone in this manner will be asked for identifying information and will be given an opportunity to authorize proxies to vote their common shares in accordance with their instructions.  To ensure that the stockholders’ instructions have been recorded correctly, stockholders will receive a confirmation of their instructions in the mail.  A special toll-free number set forth in the confirmation will be available in case the information contained in the confirmation is incorrect.  Although a stockholder’s vote may be taken by telephone, each stockholder will receive a copy of this Proxy Statement and may vote by mail using the enclosed Proxy Card or by touchtone telephone or electronically on the Internet as set forth above.  The last proxy vote received in time to be voted, whether by Proxy Card, touchtone telephone or the Internet, will be the last vote that is counted and will revoke all previous votes by the stockholder.

Vote Required

Approval of the Reorganization by the stockholders of Global Opportunity Bond requires the affirmative vote of a majority of  all votes entitled to be cast by the stockholders of Global Opportunity Bond on the matter.  If the Reorganization is not approved by stockholders of Global Opportunity Bond, Global Opportunity Bond will continue in existence and the Board will consider alternative actions.

FEE TABLE

The following table briefly describes the fees and expenses that the stockholders of the Funds bear directly and indirectly from an investment in the Funds.  These expenses are deducted from each respective Fund’s assets and are based on expenses paid by each Fund for its fiscal year ended December 31, 2008.  Global Opportunity Bond and Emerging Markets Debt each pays expenses for management of its assets and other services, and those expenses are reflected in the NAV per share of each Fund.  The table also sets forth pro forma fees for the Combined Fund reflecting what the fee schedule would have been on [December 31], 2008, if the Reorganization had been consummated twelve (12) months prior to that date.

	Global Opportunity Bond		Emerging Markets Debt		Combined Fund (Pro Forma)(1)
Stockholder Transaction Expenses Sales Load (as a percentage of offering price)	None		None		None
Dividend Reinvestment Plan Fees	None		None		None
Annual Fund Operating Expenses (as a percentage of net assets attributable to common shares)
Advisory Fees	1.00	%	1.00	%	1.00	%
Interest Payment on Borrowed Funds(2)	0.35	%	0.09	%	0.09	%
Other Expenses	0.65	%	0.19	%(3)	0.19	%(3)
Total Annual Fund Operating Expenses	2.00	%	1.28	%(3)	1.28	%(3)

Example

To attempt to show the effect of these expenses on an investment over time, the hypotheticals shown below have been created.  The example assumes that an investor invests $1,000 in either Global Opportunity Bond, Emerging Markets Debt or the Combined Fund, that the investment has a 5% return each year and that the operating expenses for each Fund remain the same (as set forth in the chart above).  Although a stockholder’s actual costs may be higher or lower, the tables below show a stockholder’s costs at the end of each period based on these assumptions depending upon whether or not a stockholder sold his common shares at the end of each period.

	Global Opportunity Bond		Emerging Markets Debt		Combined Fund (Pro Forma)
After 1 Year	$	20	$	13	$	13
After 3 Years	$	63	$	41	$	41

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	Global Opportunity Bond		Emerging Markets Debt		Combined Fund (Pro Forma)
After 5 Years	$	108	$	70	$	70
After 10 Years	$	233	$	155	$	155

(1)	Pro forma expenses are calculated based on the assets of the Funds as of [December 31], 2008.
(2)	This amount reflects interest rate payments on reverse repurchase agreements representing 0.35%, 0.09% and 0.09% of the net assets of Global Opportunity Bond, Emerging Markets Debt and the Combined Fund, respectively. The use of reverse repurchase agreements beyond this amount would cause this amount to increase accordingly. The amount shown in the table assumes an interest rate of 4.07%, 3.17% and 3.17% for each of Global Opportunity Bond, Emerging Markets Debt and the Combined Fund, respectively. The interest rate costs of any reverse repurchase agreements will vary over time based on market conditions.
(3)	The Adviser has voluntarily agreed to waive receipt of a portion of the administration fee so that the administration fee will not exceed 0.02435% of each of Emerging Markets Debt and the Combined Fund’s average net assets plus $24,000 per annum. The Net Annual Expenses taking into account the fee waiver would be 1.23% for each of Emerging Markets Debt and the Combined Fund.

The projected post-Reorganization pro forma Total Annual Fund Operating Expenses and Example presented above represent good faith estimates; however, there can be no assurance that any particular level of expenses or expense savings will be achieved, because expenses depend on a variety of factors, including the future level of fund assets, many of which are beyond the control of Emerging Markets Debt or the Adviser. Consequently, the Example should not be considered a representation of future expenses.  Actual expenses may be greater or less than those shown.

The purpose of the foregoing fee table is to assist the stockholder in understanding the various costs and expenses that a stockholder in each Fund will bear directly or indirectly.  For a more complete description of these costs and expenses, see “Synopsis—Comparison of Global Opportunity Bond and Emerging Markets Debt—Investment Advisory Fees; and Other Significant Fees” below.

SYNOPSIS

The following is a synopsis of certain information contained in this Proxy Statement and Prospectus.  This synopsis is only a summary and is qualified in its entirety by the more detailed information contained in this Proxy Statement and Prospectus and the Reorganization Agreement.  Stockholders should carefully review this Proxy Statement and Prospectus and the Reorganization Agreement in their entirety.

The Reorganization

The Reorganization Agreement provides for the acquisition by Emerging Markets Debt of substantially all of the assets and the assumption of substantially all of the liabilities of Global Opportunity Bond in exchange for newly-issued Emerging Markets Debt Shares.  The aggregate NAV of the Emerging Markets Debt Shares issued in the exchange will equal the aggregate value of the net assets of Global Opportunity Bond received by Emerging Markets Debt.  On or after the closing date scheduled for the Reorganization (the “Closing Date”), Global Opportunity Bond will distribute the Emerging Markets Debt Shares received by Global Opportunity Bond to stockholders of Global Opportunity Bond as of the Valuation Date (as defined below) in complete liquidation of Global Opportunity Bond, and Global Opportunity Bond will thereafter be deregistered under the Investment Company Act of 1940, as amended (the “1940 Act”) and dissolved under Maryland law, the state of its incorporation.  As a result of the Reorganization, each Global Opportunity Bond stockholder will receive that number of full and fractional Emerging Markets Debt Shares equal in value to such stockholder’s pro rata interest in the net assets of Global Opportunity Bond transferred to Emerging Markets Debt.  The Board has determined that the interests of stockholders of Global Opportunity Bond will not be diluted as a result of the Reorganization.  The “Valuation Date” is the third business day following the receipt of the requisite approval by the stockholders of Global Opportunity Bond of the Reorganization Agreement or at such other time as the Funds may agree, on which date the number of Emerging Markets Debt Shares to be delivered to Global Opportunity Bond will be determined.

At least one but not more than 20 business days prior to the Valuation Date, Global Opportunity Bond will declare and pay a dividend or dividends which, together with all previous such dividends, will have the effect of distributing to stockholders of Global Opportunity Bond substantially all of Global Opportunity Bond’s investment company taxable income for all periods since the inception of Global Opportunity Bond through and including the Valuation Date (computed without regard to any dividends paid deduction), and substantially all of Global Opportunity Bond’s net capital gain, if any, realized in such periods (after reduction for any capital loss carryovers).

For the reasons set forth below under “The Reorganization—The Board’s Considerations,” the Board, including the Directors who are not “interested persons” of Global Opportunity Bond (“Independent

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Directors”), as such term is defined in the 1940 Act, has concluded that the Reorganization is advisable and in the best interests of Global Opportunity Bond and its stockholders and recommends approval of the Reorganization Agreement.

Comparison of Global Opportunity Bond and Emerging Markets Debt

Global Opportunity Bond is a non-diversified closed-end management investment company, with assets of, as of June 30, 2009, approximately $[·] million, that invests in high yield bonds of issuers located throughout the world, including U.S. issuers and issuers in emerging market countries.  Emerging Markets Debt is a non-diversified closed-end management investment company and is significantly larger that Global Opportunity Bond, with assets of, as of June 30, 2009, approximately $[·] million.  Emerging Markets Debt pursues investment strategies that are similar to those of Global Opportunity Bond.

Investment Objectives and Policies.  The investment objectives and policies of the Funds are generally similar, except as outlined below  The following table shows the investment objectives and principal investment policies of each Fund.

Global Opportunity Bond		Emerging Markets Debt
Investment Objectives		Investment Objectives
·	seeks to produce high current income and, as a secondary investment objective, capital appreciation	·	seeks high current income and, as a secondary investment objective, capital appreciation
Investment Policies		Investment Policies
· ·	under normal market circumstances, invests at least 80% of its net assets in bonds invests primarily in high yield bonds of issuers located throughout the world, including U.S. issuers and issuers in emerging countries	·	under normal market circumstances, invests at least 80% of its assets in debt securities of government and government related issuers located in emerging countries, entities organized to restructure outstanding debt of such issuers and debt securities of corporate issuers located in or organized under the laws of emerging countries
·	invests at least 65% of its total assets in high yield bonds	·	invests at least 65% of its total assets in debt securities of government and government-related issuers located in emerging market countries and of entities organized and operated for the purposes of restructuring the outstanding debt of such issuers
·	may invest up to 35% of its total assets in high yielding fixed-income equity instruments such as preferred stock	·	may invest up to 35% of its total assets in debt securities of corporate issuers located in emerging market countries
·	may use derivatives, including futures, options, swaps, including credit default swaps, structured investments, forward foreign currency exchange contracts and cross currency hedging transactions	·	may use derivatives, including futures, options, swaps, including credit default swaps, structured investments, forward foreign currency exchange contracts and cross currency hedging transactions
·	may invest in banks loans and mortgage-related securities, including mortgage-backed securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBS”) and stripped mortgage-backed securities
·	may invest in repurchase agreements and reverse repurchase agreements	·	may invest in repurchase agreements and reverse repurchase agreements
·	may invest substantially all of its assets in securities rated below investment grade or unrated securities	·	may invest substantially all of its assets in securities rated below investment grade or unrated securities

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Global Opportunity Bond		Emerging Markets Debt
·	a non-diversified fund	·	a non-diversified fund

The principal differences between the Funds’ investment policies are more fully described under “Comparison of Investment Objectives, Policies and Restrictions” below.  The investment objectives of both Funds are fundamental and may not be changed without stockholder approval.

Investment Advisory Fees.  The Funds obtain advisory services from the Adviser.  Each Fund pays the Adviser a fee computed weekly and payable monthly at an annual rate of 1.00% of the Fund’s average weekly net assets.

Other Significant Fees.  The Funds pay additional fees in connection with their operations, including legal, auditing, transfer agent, Directors’ fees and custody fees.  See “Fee Table” above for the percentage of average net assets represented by such “Other Expenses.”

Each Fund is a closed-end investment company that currently has outstanding one class of common shares, par value $0.01 per common share.  The common shares are not subject to a sales charge or 12b-1 fee.  Currently, each Fund’s common shares trade on the NYSE (Global Opportunity Bond symbol: MGB; Emerging Markets Debt symbol: MSD) and may only be purchased and sold through a broker or dealer at the market price, plus a brokerage commission.

Business Structures.  Each Fund is organized as a Maryland corporation and is governed by its Charter, Bylaws and Maryland law.

Principal Risks

Each Fund is subject to the following principal risks: debt securities risk, foreign and emerging markets securities risk, sovereign debt risk, foreign currency risk, lower rated and unrated securities risk, derivatives risk, leverage risk and illiquid investments risk.  Global Opportunity Bond is subject to additional risks associated with investments in banks loans and mortgage-related securities, including  mortgage-backed securities, CMOs, CMBS and stripped mortgage-backed securities.  A description of each of these risks, and additional risks associated with an investment in the Funds, is provided under “Principal Risk Factors” below.

Tax Consequences of the Reorganization

As a condition to the Reorganization, Global Opportunity Bond has requested an opinion of Clifford Chance US LLP to the effect that the Reorganization will constitute a tax-free reorganization for federal income tax purposes, and that no gain or loss will be recognized by Global Opportunity Bond, Emerging Markets Debt or stockholders of Global Opportunity Bond for federal income tax purposes as a result of the transactions included in the Reorganization.  Receipt of such opinion is a condition to the Reorganization.  For further information about the tax consequences of the Reorganization, see “The Reorganization—Tax Aspects of the Reorganization” below.

Dividends

Each Fund declares dividends and normally pays dividends from net investment income quarterly.  Each Fund usually distributes net capital gains, if any, in December.  The Funds, however, may determine either to distribute or to retain all or part of any net long-term capital gains in any year for reinvestment.  Dividends and capital gains distributions are automatically reinvested in additional common shares of each Fund at NAV unless the stockholder elects to receive cash.

FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help you understand the financial performance of the common shares of the Funds for the periods presented.  The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and

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distributions).  The information has been audited by [·], the independent registered public accounting firm for the Funds (except for the information for the six months ended June 30, 2009).  [·]’s reports, along with each Fund’s financial statements, are included in each Fund’s Annual Report for the fiscal year ended December 31, 2008, which are available upon request.

Global Opportunity Bond

	Six Months Ended June 30,		FOR THE YEAR ENDED DECEMBER 31,
	2009
	(unaudited)		2008			2007			2006			2005			2004
Common shares
Selected Per Share Data and Ratios:
Net Asset Value, Beginning of Period	$		$	7.97		$	8.12		$	7.93		$	8.07		$	7.91
Net Investment Income†			0.51			0.51			0.49			0.61			0.63
Net Realized and Unrealized Gain (Loss) on Investments			(2.02		)	(0.11		)	0.25			(0.08		)	0.16
Total From Investment Operations			(1.51		)	0.40			0.74			0.53			0.79
Distributions from and/or in Excess of:
Net investment income			(0.51		)	(0.56		)	(0.55		)	(0.67		)	(0.63		)
Anti-Dilutive Effect of Share Repurchase Program			0.02			0.01			—			—			—
Increase from Payment by Affiliate			0.01			—			—			—			—
Net Asset Value, End of Period	$		$	5.98		$	7.97		$	8.12		$	7.93		$	8.07
Per Share Market Value, End of Period	$		$	4.81		$	6.97		$	9.63		$	9.06		$	10.25
Total Investment Return
Market Value		%	(24.14		)%	(22.04		)%	13.25		%	(4.24		)%	42.60		%
Net Asset Value(1)		%	(17.49		)%#	5.85		%	8.96		%	6.46		%	10.14		%
Ratios, Supplemental Data:
Net Assets, End of Period (Thousands)	$		$	24,523		$	33,292		$	34,125		$	33,289		$	33,858
Ratio of Expenses to Average Net Assets			2.00		%+	1.91		%+	2.20		%	2.45		%	1.91		%
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		%	1.65		%+	1.46		%+	1.59		%	1.61		%	1.61		%
Ratio of Net Investment Income to Average Net Assets		%	6.97		%+	6.21		%+	6.18		%	7.53		%	8.00		%
Portfolio Turnover Rate		%	55		%	40		%	39		%	53		%	91		%

(1)	Total investment return based on NAV per share reflects the effects of changes in NAV 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 common shares and the NAV per share of the Fund.
†	Per share amount is based on average shares outstanding.
#	The Adviser reimbursed the Fund for losses incurred on derivative transactions that breached an investment guideline of the Fund during the period.  The impact of this reimbursement is reflected in the total investment returns shown above.  Without this reimbursement, the total investment return based on NAV would have been (17.62)%. (See Note H within the Notes to Financial Statements).
+	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds—Money Market Portfolio—Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets were effected by less than 0.005%.

Emerging Markets Debt

	Six Months Ended June 30,		FOR THE YEAR ENDED DECEMBER 31,
	2009
	(unaudited)		2008			2007			2006			2005			2004
Common shares
Selected Per Share Data and Ratios:
Net Asset Value, Beginning of Period	$		$	11.27		$	11.19		$	10.80		$	10.39		$	10.24
Net Investment Income†			0.65			0.69			0.67			0.91			0.83
Net Realized and Unrealized Gain (Loss) on Investments			(2.32		)	0.03			0.49			0.44			0.19
Total From Investment Operations			(1.67		)	0.72			1.16			1.35			1.02
Distributions from and/or in Excess of:
Net investment income			(0.86		)	(0.66		)	(0.77		)	(0.94		)	(0.87		)
Anti-Dilutive Effect of Share Repurchase Program			0.05			0.02			—			—			—
Net Asset Value, End of Period	$		$	8.79		$	11.27		$	11.19		$	10.80		$	10.39
Per Share Market Value, End of Period	$		$	7.07		$	9.70		$	10.84		$	10.88		$	9.61
Total Investment Return
Market Value		%	(18.74		)%	(4.52		)%	7.38		%	23.98		%	7.95		%
Net Asset Value(1)		%	(12.95		)%	7.46		%	11.66		%	13.83		%	11.24		%
Ratios, Supplemental Data:

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	Six Months Ended June 30,		FOR THE YEAR ENDED DECEMBER 31,
	2009
	(unaudited)		2008			2007			2006			2005			2004
Net Assets, End of Period (Thousands)	$		$	185,706		$	245,831		$	246,684		$	238,091		$	229,044
Ratio of Expenses to Average Net Assets(2)			1.23		%+	1.29		%+	1.34		%	1.36		%	1.22		%
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		%	1.15		%+	1.10		%+	1.16		%	1.16		%	1.16		%
Ratio of Net Investment Income to Average Net Assets(2)		%	6.19		%+	6.11		%	6.12		%	8.58		%	8.18		%
Portfolio Turnover Rate		%	64		%	56		%	44		%	50		%	118		%
(2) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expenses Waives by Administrator:
Ratio of Expenses to Average Net Assets		%	1.28		%+	1.34		%+	1.38		%	1.41		%	1.23		%
Ratio of Net Investment Income to Average Net Assets		%	6.14		%+	6.06		%+	6.08		%	8.53		%	8.17		%

(1)	Total investment return based on NAV per share reflects the effects of changes in NAV 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 common shares and the NAV per share of the Fund.
†	Per share amount is based on average common shares outstanding.
+	Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio—Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets were effected by less than 0.005%.

Financial Information

Additional financial information about each Fund is available in its respective Annual Report for the fiscal year ended December 31, 2008.

THE REORGANIZATION

The Proposal

The Board of Global Opportunity Bond, including the Independent Directors, having reviewed the financial position of Global Opportunity Bond and the prospects for achieving economies of scale through the Reorganization and having determined that the Reorganization is in the best interests of Global Opportunity Bond and its stockholders and that the interests of the stockholders of Global Opportunity Bond will not be diluted as a result thereof, recommends approval of the Reorganization by stockholders of Global Opportunity Bond.

The Board’s Considerations

At a meeting held on June 18-19, 2009, the Board, including the Independent Directors, unanimously approved, and declared advisable, the Reorganization Agreement and the Reorganization described therein, and determined to recommend that stockholders of Global Opportunity Bond approve the Reorganization.  In reaching this decision, the Board made an extensive inquiry into a number of factors, particularly the comparative expenses currently incurred in the operations of each Fund.  The Board also considered other factors, including, but not limited to, the general compatibility of the investment objectives, policies and restrictions of each Fund; the extent to which common shares of each Fund have historically traded at a discount or premium; the terms and conditions of the Reorganization which would affect the price of common shares to be issued in the Reorganization; the tax-free nature of the Reorganization; and any direct or indirect costs to be incurred by the Funds in connection with the Reorganization.

In recommending the Reorganization to stockholders of Global Opportunity Bond, the Board of Global Opportunity Bond considered that the Reorganization would have the following benefits to stockholders:

1.             Once the Reorganization is consummated, the expenses which would be borne by stockholders of the Combined Fund will be [substantially] lower on a percentage basis than the expenses of Global Opportunity Bond.  The Board noted that the annual advisory fee (as a percentage of net assets) payable by each Fund is the same.  The Board also considered that, to the extent that the Reorganization would result in stockholders of Global Opportunity Bond becoming stockholders of a combined larger fund, further economies of scale could be achieved since various fixed expenses (e.g., auditing and legal) can be spread over a larger number of common shares.

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2.             Stockholders of Global Opportunity Bond will be invested in a closed-end fund with similar investment objectives and policies taking into account a larger asset base and lower annual Fund operating expenses per common share.

3.             As of [·], 2009, Global Opportunity Bond common shares were trading at a [·]% discount to NAV.  If consummated, the Reorganization will give stockholders of Global Opportunity Bond the opportunity to capture the value of the discount between market price and NAV of the common shares, if any, at the time of the Reorganization because stockholders of Global Opportunity Bond will become holders of Emerging Markets Debt Shares with the same aggregate NAV as common shares of Global Opportunity Bond.  However, the Board of Global Opportunity Bond also noted that Emerging Market Debt is trading at a greater discount to NAV than Global Opportunity Bond.

4.             The Reorganization has been structured in a manner intended to qualify as a tax-free reorganization for federal income tax purposes, pursuant to which no gain or loss will be recognized by the Funds or their stockholders for federal income tax purposes as a result of transactions included in the Reorganization.

The Board also considered the fact that Global Opportunity Bond had a small amount of capital loss carryovers, but that it is not entirely certain how much of these capital loss carryovers it would be able to utilize in future years (as set forth in greater detail under “The Reorganization—Tax Aspects of the Reorganization”).  In light of the large reduction in annual Fund operating expenses and other potential benefits of the Reorganization, as well as the uncertainty regarding the extent to which any lost capital loss carryovers could have been utilized for the benefit of stockholders of Global Opportunity Bond, the Board concluded that the Reorganization was advisable and in the best interests of the stockholders of Global Opportunity Bond.

The Board of Emerging Markets Debt, including a majority of the Independent Directors, also has determined that the Reorganization is advisable and in the best interests of Emerging Markets Debt and its stockholders and that the interests of existing stockholders of Emerging Markets Debt will not be diluted as a result thereof.  In addition, the Board of Emerging Markets Debt determined that its stockholders will benefit as a result of the Reorganization from potential better pricing on portfolio transactions (given the larger asset base) following the elimination of a similar competing Morgan Stanley Fund.  Further, the Reorganization would create a clearer, more understandable offering of products, which should support a more focused marketing effort.  The transaction will enable Emerging Markets Debt to acquire investment securities which are consistent with Emerging Markets Debt’s investment objectives, without the brokerage costs attendant to the purchase of such securities in the market.  Accordingly, the Board of Emerging Markets Debt has approved the Reorganization Agreement and the Reorganization.

The Reorganization Agreement

The terms and conditions under which the Reorganization would be consummated, as summarized below, are set forth in the Reorganization Agreement.  This summary is qualified in its entirety by reference to the form of Reorganization Agreement, a copy of which is attached as Exhibit A to this Proxy Statement and Prospectus.

The Reorganization Agreement provides that (i) Global Opportunity Bond will transfer substantially all of its assets, including portfolio securities, cash, cash equivalents and receivables to Emerging Markets Debt on the Closing Date in exchange for the assumption by Emerging Markets Debt of substantially all of the liabilities of Global Opportunity Bond, including all expenses, costs, charges and reserves, as reflected on an unaudited statement of assets and liabilities of Global Opportunity Bond prepared by the Treasurer of Global Opportunity Bond as of the Valuation Date in accordance with generally accepted accounting principles consistently applied from the prior audited period, and the delivery of the Emerging Markets Debt Shares; (ii) the Emerging Markets Debt Shares would be distributed to stockholders of Global Opportunity Bond on the Closing Date or as soon as practicable thereafter; (iii) Global Opportunity Bond would be de-registered as an investment company under the 1940 Act and dissolved under Maryland law; and (iv) the outstanding common shares of Global Opportunity Bond would be canceled.

The number of Emerging Markets Debt Shares to be delivered to Global Opportunity Bond will be determined by dividing the aggregate NAV of the common shares of Global Opportunity Bond acquired by

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Emerging Markets Debt by the NAV per common share of Emerging Markets Debt; these values will be calculated as of the close of business of the NYSE on the Valuation Date.  As an illustration, assume that on the Valuation Date, common shares of Global Opportunity Bond had an aggregate NAV of $100,000.  If the NAV per Emerging Markets Debt Shares were $10 per share at the close of business on the Valuation Date, the number of Emerging Markets Debt Shares to be issued would be 10,000 ($100,000 ÷ $10).  These 10,000 Emerging Markets Debt Shares would be distributed to the former stockholders of Global Opportunity Bond.  This example is given for illustration purposes only and does not bear any relationship to the dollar amounts or common shares expected to be involved in the Reorganization.

On the Closing Date or as soon as practicable thereafter, Global Opportunity Bond will distribute pro rata to its stockholders of record as of the close of business on the Valuation Date, the Emerging Markets Debt Shares that it receives.  Emerging Markets Debt will cause its transfer agent to credit and confirm an appropriate number of Emerging Markets Debt Shares to each Global Opportunity Bond stockholder.

The Closing Date will be the Valuation Date or the next business day following the Valuation Date.  The consummation of the Reorganization is contingent upon the approval of the Reorganization by the stockholders of Global Opportunity Bond and the receipt of the other opinions and certificates set forth in Sections 6, 7 and 8 of the Reorganization Agreement and the occurrence of the events described in those Sections, certain of which may be waived by the Funds.  The Reorganization Agreement may be amended in any mutually agreeable manner.

The Reorganization Agreement may be terminated and the Reorganization abandoned at any time, before or after approval by stockholders of Global Opportunity Bond, by mutual consent of the Funds.  In addition, either party may terminate the Reorganization Agreement upon the occurrence of a material breach of the Reorganization Agreement by the other party or if, by May 18, 2010, any condition set forth in the Reorganization Agreement has not been fulfilled or waived by the party entitled to its benefits.

Under the Reorganization Agreement, within one year after the Closing Date, Global Opportunity Bond shall either pay or make provision for all of its liabilities to former stockholders of Global Opportunity Bond that received Emerging Markets Debt Shares.  Global Opportunity Bond shall be deregistered as an investment company and dissolved promptly following the distributions of Emerging Markets Debt Shares to stockholders of record of Global Opportunity Bond.

The effect of the Reorganization is that stockholders of Global Opportunity Bond who vote their common shares in favor of the Reorganization Agreement are electing to sell their common shares of Global Opportunity Bond (at NAV on the Valuation Date) and reinvest the proceeds in Emerging Markets Debt Shares at NAV, pursuant to a transaction designed to occur without recognition of taxable gain or loss for federal income tax purposes.  See “Tax Aspects of the Reorganization” below.  If Global Opportunity Bond recognizes net gain from the sale of securities prior to the Closing Date, substantially all of such gain, to the extent not offset by capital loss carryforwards, will be distributed to stockholders of Global Opportunity Bond on or prior to the Closing Date and will be taxable to stockholders of Global Opportunity Bond as capital gain.

Stockholders of Global Opportunity Bond will continue to be able to trade their common shares of Global Opportunity Bond on the NYSE until the close of business on the business day next preceding the Closing Date.

Tax Aspects of the Reorganization

Tax Consequences of the Reorganization to the Stockholders.  The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the “Code”).

As a condition to the Reorganization, the Funds have requested an opinion of Clifford Chance US LLP to the effect that, based on certain assumptions, facts, the terms of the Reorganization Agreement and representations set forth in the Reorganization Agreement or otherwise provided by the Funds:

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1.             The transfer of Global Opportunity Bond’s assets in exchange for Emerging Markets Debt Shares and the assumption by Emerging Markets Debt of certain stated liabilities of Global Opportunity Bond followed by the distribution by Global Opportunity Bond of the Emerging Markets Debt Shares to stockholders of Global Opportunity Bond in exchange for their common shares of Global Opportunity Bond pursuant to and in accordance with the terms of the Reorganization Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code, and the Funds will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

2.             No gain or loss will be recognized by Emerging Markets Debt upon the receipt of the assets of Global Opportunity Bond solely in exchange for the Emerging Markets Debt Shares and the assumption by Emerging Markets Debt of the stated liabilities of Global Opportunity Bond;

3.             No gain or loss will be recognized by Global Opportunity Bond upon the transfer of the assets of Global Opportunity Bond to Emerging Markets Debt in exchange for Emerging Markets Debt Shares and the assumption by Emerging Markets Debt of the stated liabilities or upon the distribution of Emerging Markets Debt Shares to stockholders of Global Opportunity Bond in exchange for their common shares of Global Opportunity Bond;

4.             No gain or loss will be recognized by stockholders of Global Opportunity Bond upon the exchange of the common shares of Global Opportunity Bond for the Emerging Markets Debt Shares;

5.             The aggregate tax basis for the Emerging Markets Debt Shares received by each of the stockholders of Global Opportunity Bond pursuant to the Reorganization will be the same as the aggregate tax basis of the common shares in Global Opportunity Bond held by each such stockholder immediately prior to the Reorganization;

6.             The holding period of the Emerging Markets Debt Shares to be received by each Global Opportunity Bond stockholder will include the period during which the common shares in Global Opportunity Bond surrendered in exchange therefor were held (provided such common shares in Global Opportunity Bond were held as capital assets on the date of the Reorganization);

7.             The tax basis of the assets of Global Opportunity Bond acquired by Emerging Markets Debt will be the same as the tax basis of such assets of Global Opportunity Bond immediately prior to the Reorganization; and

8.             The holding period of the assets of Global Opportunity Bond in the hands of Emerging Markets Debt will include the period during which those assets were held by Global Opportunity Bond.

The advice of counsel is not binding on the Internal Revenue Service (the “IRS”) or the courts and neither Fund has sought a ruling with respect to the tax treatment of the Reorganization.  The opinion of counsel, if delivered, will be based on the Code, regulations issued by the Treasury Department under the Code, court decisions and administrative pronouncements issued by the IRS with respect to all of the foregoing, all as in effect on the date of the opinion, and all of which may be repealed, revoked or modified thereafter, possibly on a retroactive basis.

Stockholders of the Funds should consult their tax advisors regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances.  Because the foregoing discussion only relates to federal income tax consequences of the proposed Reorganization, stockholders of the Funds should also consult their tax advisors as to state and local tax consequences, if any, of the proposed Reorganization.

Tax Consequences of the Reorganization to Global Opportunity Bond and Emerging Markets Debt.  Under the Code, the Reorganization may result in limitations on the utilization of the capital loss carryovers of Global Opportunity Bond.  The effect of any such limitations will depend on the existence and amount of each Fund’s capital loss carryovers, built-in capital losses and built-in capital gains at the time of the Reorganization.  In general, a fund will have built-in capital gains if the fair market value of its assets on the date of the Reorganization exceeds its tax basis in such assets and a fund will have built-in capital losses if its tax basis in its assets exceeds the fair market value of such assets on the date of the Reorganization.

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As of its fiscal year ended December 31, 2008, Global Opportunity Bond had approximately $15,139,000 of estimated capital loss carryovers.  Additionally, as of December 31, 2008, Global Opportunity Bond had approximately $6,075,000 of built-in capital gains.  Emerging Markets Debt had approximately $8,660,000 of capital loss carryovers (as of December 31, 2008) and $39,588,000 of built-in capital gains (as of December 31, 2008).

Under the Code, assuming certain continuity of business requirements are followed after the Reorganization, each Fund’s capital loss carryovers can be carried forward for eight years from the year in which incurred.  The capital loss carryovers generally can be used in each of those eight years to offset any capital gains that are realized by the Combined Fund in that year, but only to the extent that capital gains exceed the capital losses (if any) that are realized by the Combined Fund in that year.

In general, following the Reorganization, the Combined Fund’s ability to utilize the capital loss carryovers of the Funds will be subject to the following limitations:

1.             The Combined Fund can utilize the capital loss carryovers of Global Opportunity Bond to offset against capital gains from sales of assets owned by Global Opportunity Bond immediately before the Reorganization, but only to the extent that (x) such sales occur within a period ending approximately five years after the Reorganization and (y) the capital gains from such sales do not exceed the built-in capital gains of Global Opportunity Bond on the date of the Reorganization;

2.             In addition to being able to utilize the capital loss carryovers of Global Opportunity Bond as described in paragraph 1, assuming certain continuity of business requirements are satisfied following the Reorganization, the Combined Fund also will be able to utilize a further amount of the capital loss carryovers of Global Opportunity Bond to offset against other capital gains each year.  This amount is determined based on certain facts as of the date of the Reorganization; and

3.             The Combined Fund can utilize the capital loss carryovers of Emerging Markets Debt to offset all capital gains realized by the Combined Fund after the Reorganization, other than capital gains described in paragraph 1.

It is not entirely certain how much of its capital loss carryovers Global Opportunity Bond would be able to utilize in future years if the Reorganization did not occur.  The amount of capital loss carryovers that Global Opportunity Bond could utilize in future years if the Reorganization did not occur would depend on, among other things, whether the Fund participated in some other transaction in the future that resulted in limitations being imposed on Global Opportunity Bond’s utilization of capital loss carryovers; the amount of capital gains that Global Opportunity Bond would be able to realize in future years before its capital loss carryovers expired; and the amount of capital losses that Global Opportunity Bond would realize in future years.  The Reorganization conceivably may result in the Combined Fund being unable to utilize capital loss carryovers that could have been used by Global Opportunity Bond if the transaction did not occur.  Nevertheless, in view of the relatively small amount of capital loss carryovers of Global Opportunity Bond that are at issue, it is not expected that the Reorganization will result in any loss of those carryovers.

Description of Common Shares

The Emerging Markets Debt Shares will, when issued, be fully paid and non-assessable by Emerging Markets Debt and transferable without restrictions and will have no preemptive rights.

Appraisal Rights

Stockholders of the Funds will have no appraisal rights in connection with the Reorganization.

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Capitalization Table (unaudited)

The following table sets forth the capitalization of Emerging Markets Debt and Global Opportunity Bond as of [December 31, 2008] and on a pro forma combined basis as if the Reorganization had occurred on that date:

	Net Assets*		Common Shares Outstanding	Net Asset Value Per Share
Global Opportunity Bond	$	185,731,025	21,116,315	$	8.80
Emerging Markets Debt	$	24,570,093	4,1032,296	$	5.99	*
Combined Fund (pro forma)	$	210,301,118	23,908,371	8.80		*

*The pro forma net assets and NAV per share reflect the payment of reorganization expenses of approximately $[·] by Global Opportunity Bond.

COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

Investment Objectives and Policies

The investment objectives and policies of the Funds are similar.  Global Opportunity Bond’s primary investment objective it to seek to produce high current income.  Emerging Markets Debt’s primary investment objective is to seek high current income.  As a secondary investment objective, both Funds seek capital appreciation.

Global Opportunity Bond

Global Opportunity Bond seeks to achieve its investment objective through investments primarily in high yield bonds of issuers located throughout the world, including U.S. issuers and issuers in emerging countries.  Under normal market circumstances, Global Opportunity Bond invests at least 80% of its net assets in bonds.  Global Opportunity Bond invests at least 65% of its total assets in high yield bonds.  Global Opportunity Bond may also invest up to 35% of its total assets in high yielding fixed income equity instruments such as preferred stock.  Global Opportunity Bond allocates its assets among three types of investments: (i) high yield non-investment grade bonds of U.S. and non-U.S. corporate issuers, (ii) emerging country bonds and (iii) high yield investment grade bonds of U.S. and non-U.S. issuers, including corporations, trusts, partnerships, government and government-related entities and supranational entities.

Global Opportunity Bond may also invest in mortgage-backed securities, mortgage pass-through securities, CMOs, CMBs, repurchase agreements, private placements and restricted securities, warrants, zero coupon, pay-in-kind and deferred securities, loan and loan participations, swaps, asset-backed securities, non-agency mortgage securities and cross currency hedging transactions.

Emerging Markets Debt

Under normal market circumstances, Emerging Markets Debt invests at least 80% of its assets in debt securities of government and government related issuers located in emerging countries, entities organized to restructure outstanding debt of such issuers and debt securities of corporate issuers located in or organized under the laws of emerging countries.  Emerging Markets Debt seeks to achieve its investment objective by investing at least 65% of its total assets in debt securities of government and government-related issuers located in emerging market countries (including participations in loans between governments and financial institutions), and of entities organized to restructure outstanding debt of such issuers.  In addition, Emerging Markets Debt may invest up to 35% of its total assets in debt securities of corporate issuers located in or organized under the laws of emerging countries.

Emerging Markets Debt’s investments in government and government-related and restructured debt securities consist of (i) debt securities or obligations issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in emerging countries (including participations in loans between governments and financial institutions), (ii) debt securities or obligations issued by governments owned, controlled or sponsored entities located in emerging countries, and (iii) interests in issuers organized and operated from the

13

purpose or restructuring the investment characteristics of securities issued by any of the entities described above.  Emerging Markets Debt’s investments in debt securities of corporate issuers located in emerging countries may include securities issued by (i) banks located in emerging countries or by branches of emerging country banks located outside the country or (ii) by companies organized under the laws of an emerging country.

The Adviser invests the assets of Emerging Markets Debt in emerging country debt securities that provide a level of current income, while at the same time holding the potential for capital appreciation if the perceived creditworthiness of the issuer improves due to improving economic, financial, political, social or other conditions in the country in which the issuer is located.

Emerging country debt securities held by Emerging Markets Debt take the form of bonds, notes, bills, debentures, warrants, bank debt obligations, short-term paper, loan participations, loan assignments and interest issued by entities organized and operated for the purpose of restructuring the investments characteristics of instruments issued by emerging country issuers.  A substantial portion of Emerging Markets Debt’s assets may be invested in non-U.S. dollar-denominated securities.

The investment objectives of the Funds are fundamental and may not be changed without stockholder approval.  The foregoing discussion is a summary of the investment policies of the Funds.

Investment Restrictions

The investment restrictions adopted by the Funds as fundamental policies are similar.  A fundamental investment restriction cannot be changed without the vote of a majority of the outstanding voting securities of the Fund.  The 1940 Act defines a majority as the lesser of (a) 67% or more of the common shares represented at a meeting of stockholders, if the holders of more than 50% of the outstanding common shares of the fund are present or represented by proxy; or (b) more than 50% of the outstanding common shares of the fund.  Each Fund’s investment restrictions are included under the section “Investment Restrictions” in the Statement of Additional Information.

INFORMATION ABOUT THE FUNDS

General

The Funds are Maryland corporations registered under the 1940 Act, as non-diversified, closed-end management investment companies.  Global Opportunity Bond commenced operations on March 31, 1994 and Emerging Markets Debt commenced operations on May 6, 1993.

Global Opportunity Bond’s primary objective is to seek to produce high current income and, as a secondary objective, capital appreciation.  Global Opportunity Bond will seek to achieve its investment objectives by investing primarily in high yield bonds of issuers located throughout the world, including U.S. issuers and issuers in emerging countries.  Common shares of Global Opportunity Bond are not issued, insured or guaranteed as to value or yield by the U.S. Government, its agencies or instrumentalities.

Emerging Markets Debt’s primary investment objective is to seek high current income and, as a secondary objective, to seek capital appreciation, through investments primarily in debt securities of government and government-related issuers located in emerging market countries and of entities organized to restructure outstanding debt of such issuers.

Management of the Funds

Board of Directors of the Funds.  The Board of each Fund oversees the management of the Fund, but does not itself manage the Fund.  Each Fund’s Directors review various services provided by or under the direction of the Adviser to ensure that each Fund’s general investment policies and programs are properly carried out.  The Directors also conduct their review to ensure that administrative services are provided to the Funds in a satisfactory manner.

14

Under state law, the duties of the Directors are generally characterized as a duty of loyalty and a duty of care.  The duty of loyalty requires a Director to exercise his or her powers in the interest of each Fund and not the Director’s own interest or the interest of another person or organization.  A Director satisfies his or her duty of care by acting in good faith with the care of an ordinarily prudent person and in a manner the Director reasonably believes to be in the best interest of each Fund and its stockholders.

Investment Adviser.  Morgan Stanley Investment Management Inc. serves as each Fund’s investment adviser.  The Adviser is a registered investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”).  The Adviser provides portfolio management services to taxable and nontaxable institutions, international organizations and individuals investing in United States and international equity and fixed income securities.  As of June 30, 2009, the Adviser, together with its affiliated asset management companies, had $355.5 billion of assets under management or supervision.  The Adviser’s principal address is 522 Fifth Avenue, New York, New York 10036.  The Adviser currently acts as adviser for [68] funds registered under the 1940 Act.

Investment Advisory Agreement

The Adviser provides investment advisory services to each Fund under the terms of each Fund’s Investment Advisory and Management Agreement (each, an “Investment Advisory Agreement”).  Pursuant to each Investment Advisory 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.

Each Investment Advisory Agreement continues in effect from year to year provided such continuance is specifically approved at least annually by (i) a vote of a majority of those members of the Board who are not “interested persons” of the Adviser or the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by a majority vote of either the Fund’s Board or the Fund’s outstanding voting securities.  The Investment Advisory Agreement may be terminated at any time without payment of penalty by the Fund or by the Adviser upon 60 days’ written notice.  The Investment Advisory Agreement will automatically terminate in the event of its assignment, as defined under the 1940 Act.

A discussion of each Fund’s basis for approving its Investment Advisory Agreement is included in its Semi-Annual Report for the period ended June 30, 2009.

Portfolio Management

Global Opportunity Bond is managed within the Taxable Fixed Income and Taxable High Yield teams. The teams consist of portfolio managers and analysts.  Current members of the teams jointly and primarily responsible for the day-to-day management of the Fund’s portfolio are Eric J. Baurmeister, Federico L. Kaune, Abigail L. McKenna and Dennis Schaney, each a Managing Director of the Adviser.  Mr. Baurmeister has been associated with the Adviser in an investment management capacity since 1997 and joined the team managing the Fund in July 2003.  Mr. Kaune has been associated with the Adviser in an investment management capacity since 2002 and joined the team managing the Fund in July 2003.  Ms. McKenna has been associated with the Adviser in an investment management capacity since 1996 and joined the team managing the Fund in July 2003.  Mr. Schaney has been associated with the Adviser in an investment management capacity since September 2008 and began managing the Fund in October 2008.  Prior to September 2008, Mr. Schaney served as Global Head of Fixed Income at Credit Suisse Asset Management (October 2003 to April 2007) and, prior to that, as Head of Leveraged Finance at BlackRock, Inc. (January 1998 to October 2003).

Emerging Markets Debt is managed within the Emerging Markets Debt team.  The team consists of portfolio managers and analysts.  Current members of the team jointly and primarily responsible for the day-to-day management of the Fund’s portfolio are Eric J. Baurmeister, Federico L. Kaune and Abigail L. McKenna, each a Managing Director of the Adviser.  Mr. Baurmeister has been associated with the Adviser in an investment management capacity since 1997 and joined the team managing the Fund in July 2002.  Ms. McKenna has been associated with the Adviser in an investment management capacity since 1996 and joined the team managing the Fund in July 2002.  Mr. Kaune has been associated with the Adviser in an investment management capacity since 2002 and joined the team managing the Fund in August 2002.

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The composition of each team may change from time to time.

Subsequent to the consummation of the Reorganization, Messrs. Baurmeister, Kaune and Ms. McKenna will continue to be primarily responsible for the day-to-day management of the Combined Fund.  The Statement of Additional Information to this Proxy Statement and Prospectus that is incorporated by reference herein provides additional information about the portfolio managers’ compensation structure, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds.

Administrator

Pursuant to an Administration Agreement with Morgan Stanley Investment Management Inc., each Fund pays an administration fee equal to 0.08% of the Fund’s average weekly net assets.  Morgan Stanley Investment Management Inc. has agreed to limit the administration fee for each Fund through a waiver so that it will be no greater than 0.02435% of the Fund’s average weekly net assets plus $24,000 per annum.  This waiver is voluntary and may be terminated at any time.

Other Service Providers

JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, serves as custodian for each Fund (the “Custodian”) and has custody of all securities and cash of each Fund.  The Custodian holds cash, securities, and other assets of the Funds as required by the 1940 Act.  Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.  Any of the Funds’ cash balances with the Custodian in excess of $250,000 (a temporary increase from $100,000, which is due to expire on December 31, 2013) are unprotected by federal deposit insurance.  Such balances may, at times, be substantial.

Computershare Inc. and Computershare Trust Company, N.A. (collectively, the “Transfer Agent”) act as each Fund’s dividend paying agent, transfer agent and the registrar for each Fund’s common shares.  The Transfer Agent charges each Fund an annual per stockholder account fee and is reimbursed for its out-of-pocket expenses.

Security Ownership of Certain Beneficial Owners

The following persons were known to own of record or beneficially 5% or more of the outstanding common shares of the Funds as of the Record Date:

Name and Address of Stockholders of Global Opportunity Bond(1)	Number of Common Shares(1)	Percentage of Outstanding Common Shares(1)
[None]

Name and Address of Emerging Markets Debt Stockholders(1)	Number of Common Shares(1)	Percentage of Outstanding Common Shares(1)
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	1,544,370 common shares with shared voting power and shared dispositive power	7.0	%
Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163	1,412,227 common shares with sole voting power and sole dispositive	6.6	%

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Name and Address of Stockholders of Global Opportunity Bond(1)	Number of Common Shares(1)	Percentage of Outstanding Common Shares(1)
	power, 1,746 common shares with shared voting power and 4,121 common shares with shared dispositive power

(1)This information is based on publicly available Schedule 13D and 13G disclosures filed with the Securities and Exchange Commission.

[As of the Record Date, the Directors and officers of Global Opportunity Bond and Emerging Markets Debt, each as a group, owned less than 1% of the outstanding common shares of Global Opportunity Bond and Emerging Markets Debt, respectively.]

Description of Capital Stock

The authorized capital stock of each Fund is 100,000,000 shares of common stock ($0.01 par value).  Common shares of each Fund, when issued, will be fully paid and nonassessable and will have no conversion, preemptive or other subscription rights.  Holders of common shares of the Funds are entitled to one vote per share on all matters to be voted upon by stockholders of such Fund and are not able to cumulate their votes in the election of Directors.  Thus, holders of more than 50% of the common shares voting for the election of Directors have the power to elect 100% of the Directors.

All common shares have equal rights to receive such dividends and distributions, if any, as may be declared by the Board with respect to the common shares out of funds legally available therefor.  In the event of liquidation, dissolution or winding up of a Fund, each common shares is entitled to receive its proportion of the Fund’s assets remaining after payment of all debts and expenses.  With respect to Global Opportunity Bond, in the event of liquidation, dissolution or winding up of the Fund, in addition to the above, stockholders may received any preferential liquidating distribution to holder of any preferred stock issued by Global Opportunity Bond.  Global Opportunity Bond has not issued preferred stock.

Each Fund is a closed-end investment company, and as such its stockholders do not have the right to cause the Fund to redeem their common shares.  Each Fund, however, may repurchase common shares from time to time in the open market or in private transactions when it can do so at prices at or below the current NAV per share on terms that represent a favorable investment opportunity.  Subject to its investment limitations, the Fund may borrow to finance the repurchase of common shares.  However, the payment of interest on such borrowings will increase the Fund’s expenses and consequently reduce net income.  In addition, the Fund is required under the 1940 Act to maintain “asset coverage” of not less than 300% of its “senior securities representing indebtedness” as such terms are defined in the 1940 Act.

Each Fund’s common shares trade in the open market at a price which is a function of several factors, including their NAV and yield.  The common shares of closed-end investment companies frequently sell at a discount from, but sometimes at a premium over, their NAVs.  There can be no assurance that it will be possible for investors to resell common shares of the Fund at or above the price at which common shares are offered by this Prospectus or that the market price of the Fund’s common shares will equal or exceed NAV.  Since the Fund may repurchase its common shares at prices below their NAV or make a tender offer for its common shares, the NAV of those common shares that remain outstanding will be increased, but the effect of such repurchases on the market price of the remaining common shares cannot be predicted.

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Any offer by a Fund to repurchase common shares will be made at a price based upon the NAV of the common shares at the close of business on or within 14 days after the last date of the offer.  Each offer will be made and stockholders notified in accordance with the requirements of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, either by publication or mailing or both.  Each offering document will contain such information as is prescribed by such laws and the rules and regulations promulgated thereunder.  When a repurchase offer is authorized by the Fund’s Board, a stockholder wishing to accept the offer may be required to offer to sell all (but not less than all) of the common shares owned by such stockholder (or attributed to him for federal income tax purposes under Section 318 of the Code).  Each Fund will purchase all common shares tendered in accordance with the terms of the offer unless it determines to accept none of them (based upon one of the conditions set forth below).  Persons tendering common shares may be required to pay a service charge to help defray certain costs of the transfer agent.  Any such service charges will not be deducted from the consideration paid for the tendered common shares.  During the period of a repurchase offer, each Fund’s stockholders will be able to determine the Fund’s current NAV (which will be calculated weekly) by use of a toll-free telephone number.

Each Fund’s Charter and By-Laws, as well as Maryland law, include provisions that could limit the ability of others to acquire control of the Funds, to modify the structure of the Funds or to cause it to engage in certain transactions.  These provisions, described below, also could have the effect of depriving stockholders of an opportunity to sell their common shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of a Fund in a tender offer or similar transaction.  In the opinion of the Funds, however, these provisions offer several possible advantages.  They potentially require persons seeking control of a Fund to negotiate with its management regarding the price to be paid for the common shares required to obtain such control, they promote continuity and stability and they enhance each Fund’s ability to pursue long-term strategies that are consistent with its investment objectives.

The Directors of each Fund are divided into three classes, each having a term of three years, with the term of one class expiring each year.  In addition, a Director may be removed from office only with cause and only by a majority of such Fund’s stockholders, and the affirmative vote of 75% or more of such Fund’s outstanding common shares is required to amend, alter or repeal the provisions in such Fund’s Charter relating to removal of Directors.  These provisions could delay the replacement of a majority of the Directors and have the effect of making changes in the Board more difficult than if such provisions were not in place.

The affirmative vote of the holders of 75% or more of the outstanding common shares is required to (1) convert the Fund from a closed-end to an open-end investment company, (2) merge or consolidate with any other entity, (3) dissolve or liquidate the Fund, (4) sell all or substantially all of its assets, (5) cease to be an investment company registered under the 1940 Act, (6) issue to any person securities in exchange for property worth $1,000,000 or more, exclusive of sales of securities in connection with a public offering, issuance of securities pursuant to a dividend reinvestment plan or other stock dividend or issuance of securities upon the exercise of any stock subscription rights, or (7) amend, alter or repeal the above provisions in each Fund’s Charter. However, if such action has been approved or authorized by the affirmative vote of at least 70% of the entire Board, the affirmative vote of only a majority of the outstanding common shares would be required for approval, except in the case of the issuance of securities, in which no stockholder vote would be required unless otherwise required by applicable law.  The principal purpose of the above provisions is to increase each Fund’s ability to resist takeover attempts and attempts to change the fundamental nature of the business of the Fund that are not supported by either the Board or a large majority of the stockholders.  These provisions make it more difficult to liquidate, take over or open-end the Fund and thereby are intended to discourage investors from purchasing its common shares with the hope of making a quick profit by forcing the Fund to change its structure.  These provisions, however, would apply to all actions proposed by anyone, including management, and would make changes in each Fund’s structure accomplished through a transaction covered by the provisions more difficult to achieve.  The foregoing provisions also could impede or prevent transactions in which holders of common shares might obtain prices for their common shares in excess of the current market prices at which the Fund’s common shares were then trading.  Although these provisions could have the effect of depriving stockholders of an opportunity to sell their common shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of each Fund, the Fund believes the conversion of the Fund from a closed-end to an open-end investment company to eliminate the discount may not be desired by stockholders, who purchased their common shares in preference to stock of the many mutual funds available.

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Each Fund holds annual meetings as required by the rules of the NYSE.  Under Maryland law and the Funds’ By-laws, each Fund will call a special meeting of its stockholders upon the written request of stockholders entitled to cast at least 25% of all the votes at such meeting.  Such request for such a special meeting must state the purpose of the meeting and the matters proposed to be acted on at it.  The secretary of each Fund shall (i) inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting, and (ii) on payment of these costs to the Fund notify each stockholder entitled to notice of the meeting.  Notwithstanding the above, under Maryland law and each Fund’s By-laws, unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months.

Preferred Stock

Global Opportunity Bond’s Charter provides that the Board may classify or reclassify any unissued shares of capital stock into one or more additional or other classes or series, with rights as determined by the Board, by action of the Board without the approval of the holders of common shares.  Holders of common shares have no preemptive rights to purchase shares of preferred stock that might be issued.  To date, Global Opportunity Bond has not classified any unissued shares of capital stock into, or issued, preferred stock of any class or series.

Trading History and Share Price Data

Each Fund’s common shares are listed and traded on the NYSE.  The following table shows the high and low closing prices on the NYSE per common share of each Fund, the high and low NAV per share and the discount or premium to NAV represented by the quotation for each quarter since March 2007.

GLOBAL OPPORTUNITY BOND

	Market Price(1)				Net Asset Value(1)				Premium (Discount)(1)
Quarter Ended	High		Low		High		Low		High		Low
March 31, 2007	$	11.93	$	7.90	$	8.31	$	8.12	41.525	%	-2.439	%
June 30, 2007	$	8.32	$	7.52	$	8.36	$	8.09	0.852	%	-7.543	%
September 30, 2007	$	7.79	$	6.14	$	8.23	$	7.89	-4.863	%	-12.312	%
December 31, 2007	$	7.28	$	6.71	$	8.28	$	7.96	-10.798	%	-16.210	%
March 31, 2008	$	7.33	$	6.73	$	8.01	$	7.78	-7.799	%	-13.165	%
June 30, 2008	$	7.04	$	6.48	$	7.94	$	7.57	-11.041	%	-14.510	%
September 30, 2008	$	6.497	$	4.55	$	7.60	$	6.92	-14.721	%	-28.488	%
December 31, 2008	$	5.22	$	3.30	$	6.87	$	5.54	-18.089	%	-37.500	%
March 31, 2009	$	5.34	$	3.92	$	6.20	$	5.79	-14.561	%	-31.244	%
June 30, 2009	$	6.48	$	4.60	$	7.03	$	6.13	-14.956	%	-23.622	%

(1)As reported by Bloomberg.

EMERGING MARKETS DEBT

	Market Price(1)				Net Asset Value(1)				Premium (Discount)(1)
Quarter Ended	High		Low		High		Low		High		Low
March 31, 2007	$	11.66	$	10.44	$	11.28	$	11.09	-0.803	%	-7.362	%
June 30, 2007	$	10.81	$	9.92	$	11.53	$	11.14	-5.296	%	-10.256	%
September 30, 2007	$	10.30	$	8.55	$	11.37	$	10.82	-8.946	%	-18.022	%
December 31, 2007	$	10.01	$	9.52	$	11.52	$	11.23	-12.257	%	-15.628	%
March 31, 2008	$	10.27	$	9.3201	$	11.41	$	11.09	-10.629	%	-16.429	%
June 30, 2008	$	10.00	$	9.27	$	11.26	$	10.82	-11.319	%	-15.049	%
September 30, 2008	$	9.43	$	6.40	$	10.95	$	9.96	-13.809	%	-30.210	%
December 31, 2008	$	7.71	$	4.30	$	9.90	$	7.74	-17.466	%	-36.773	%
March 31, 2009	$	7.82	$	5.95	$	9.15	$	8.62	-11.366	%	-30.858	%
June 30, 2009	$	8.59	$	6.95	$	10.21	$	9.06	-15.551	%	-22.819	%

(1)   As reported by Bloomberg.

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Shares of closed-end management companies frequently trade at discounts from their NAVs, and the Funds’ common shares have also traded at a discount in recent times.

There can be no assurance that the Funds’ common shares will trade in the future above, at or below NAV.

DIVIDENDS AND DISTRIBUTIONS;
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

It is each Fund’s present policy, which may be changed by the Board, to distribute to stockholders, at least quarterly, dividends of its net investment income from earnings on its investments.  Each Fund also expects to distribute any net realized capital gains to stockholders on an annual basis.  Distributions to stockholders are normally subject to federal income tax in the stockholders’ hands when the distributions are paid.  This is true whether stockholders take distributions in cash or reinvest them in Fund common shares.  Distributions to stockholders also may be subject to state and local income tax.  Any distributions of net investment income and any short-term capital gain distributions are taxable to stockholders as ordinary income.  Long-term capital gain distributions are taxable as long-term capital gains, no matter how long stockholders have owned common shares in the Funds.  Stockholders who are not subject to income tax will not be required to pay tax on distributions.  Every January, stockholders will be sent a statement showing the taxable distributions paid to them in the previous year.  This statement provides information on stockholders’ dividends and capital gains for tax purposes.

All persons becoming registered holders of common shares of each Fund (other than brokers and nominees of banks or other financial institutions) will automatically be included in the Fund’s Dividend  Reinvestment and Cash Purchase Plan (the “Plan”), unless Computershare Trust Company, N.A. (the “Plan Agent”) is otherwise instructed by the stockholder in writing.  All distributions under the Plan will automatically be reinvested in common shares of the applicable Fund in full and fractional common shares as described below.  Stockholders who elect not to participate in the Plan will receive all distributions in cash paid by check in U.S. dollars mailed directly to the stockholder of record by the dividend paying agent.

Details of the Plan

The Plan Agent serves as agent for the stockholders in administering the Plan.  If the Directors of a Fund declare an income dividend or realized capital gains distribution payable either in the Fund’s common shares or in cash, as stockholders may have elected, non-participants in the Plan will receive cash and participants in the Plan will receive common shares, to be issued by the Fund or to be purchased in the open market by the Plan Agent.  If the market price per share on the valuation date equals or exceeds NAV per share on that date, the Fund will issue new common shares to participants at NAV unless the NAV is less than 95% of the market price on the valuation date, in which case, at 95% of the market price.  The valuation date will be the dividend or  distribution payment date or, if that date is not a trading day on the exchange on which each Fund’s common shares are then listed, the next preceding trading day.  If the NAV exceeds the market price of a Fund’s common shares at such time, or if a Fund should declare a dividend or capital gains distribution payable only in cash, the Plan Agent will, as agent for the participants, buy the Fund’s common shares in the open market, or elsewhere, with the cash in respect of the dividend or distribution, for the participants’ account on, or shortly after, the payment date.

Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, quarterly, in any amount from $100 to $3,000, for investment in Fund common shares. The Plan Agent uses all funds received from participants (as well as any dividends and capital gains distributions received in cash) to purchase  shares of common stock on the open market on or about the 15th day of March, June, September, and December.  No participant has any authority to direct the time or price at which the Plan Agent may purchase the common shares on its behalf. Any voluntary cash payments received more than 35 days prior to such date will be returned by the Plan Agent, and interest will not be paid on any such amounts. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Plan Agent, participants should send in voluntary cash payments to be received by the Plan Agent approximately two business days before the 15th day of March, June, September and December.  A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Plan Agent not less than 48 hours before such payment is to be invested.

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The Plan Agent maintains all stockholder accounts in the Plan and furnishes written confirmations of all transactions in the account, including information needed by stockholders for personal and tax records. Common shares in the account of each Plan participant are held by the Plan Agent in non-certificated form in the name of the participant, and each stockholder’s proxy includes those common shares purchased pursuant to the Plan.

In the case of stockholders, such as banks, brokers or nominees, which hold common shares for others who are the beneficial owners, the Plan Agent administers the Plan on the basis of the number of common 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.

The automatic reinvestment of dividend and distributions will not relieve participants of any income tax that may be payable on such dividends or distributions.

There is no charge to participants for reinvesting dividends or distributions.  The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions are paid by each Fund.  However, each participant’s account is charged a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends or capital gains distributions.  Brokerage charges for purchasing small amounts of stock for individual accounts through the Plan are generally less than the usual brokerage charges, because the Plan Agent purchases stock for all participants in blocks and prorates the lower commission thus attainable.

Each Fund reserves the right to amend, suspend or terminate the Plan as applied to any voluntary cash payment made and any dividend or distribution paid subsequent to notice of the change sent to all stockholders at least 30 days before the record date for the dividend or distribution. The Plan also may be amended or terminated by the Plan Agent by at least 30 days’ written notice to all stockholders.

PRINCIPAL RISK FACTORS

The common share price and return of the Funds will fluctuate with changes in the market value of their respective portfolio securities.  The market value of the Funds’ portfolio securities will increase or decrease due to a variety of economic, market and political factors which cannot be predicted.  The principal risks associated with an investment in the Funds are summarized below.

Debt Securities Risk.  Each Fund may invest in debt securities.  All debt securities are subject to two types of risk:  credit risk and interest rate risk.  Credit risk refers to the possibility that the issuer of a security will be unable to make interest payments and/or repay the principal on its debt.  Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in the general level of interest rates.  When the general level of interest rates goes up, the prices of most debt securities go down.  When the general level of interest rates goes down, the prices of most debt securities go up.  (Zero coupon securities are typically subject to greater price fluctuations than comparable securities that pay interest.)

Foreign Securities Risk.  Each Fund may invest in foreign securities.  Investing in foreign securities involves certain special considerations that are not typically associated with investments in the securities of U.S. issuers.  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards and may have policies that are not comparable to those of domestic issuers.  As a result, there may be less information available about foreign issuers than about domestic issuers.  Securities of some foreign issuers may be less liquid and more volatile than securities of comparable domestic issuers.  There is generally less government supervision and regulation of stock exchanges, brokers and listed issuers than in the United States.  In addition, with respect to certain foreign countries, there is a possibility of expropriation or confiscatory taxation, political and social instability, or diplomatic development which could affect U.S. investments in those countries.  The costs of investing in foreign countries frequently are higher than the costs of investing in the United States.  Although the Adviser endeavors to achieve the most favorable execution costs in portfolio transactions, fixed commissions on many foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges.

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Investments in securities of foreign issuers generally will be denominated in foreign currencies.  Accordingly, the value of the Fund’s assets, as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency exchange rates and in exchange control regulations.  The Fund may incur costs in connection with conversions between various currencies.  See “—Foreign Currency Considerations.”

Certain foreign governments levy withholding or other taxes on dividend and interest income.  Although in some countries a portion of these taxes are recoverable, the non recovered portion of foreign withholding taxes will reduce the income received from investments in such countries.

From time to time, certain of the companies in which the Fund expects to invest may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. Government as state sponsors of terrorism.  A company may suffer damage to its reputation if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed by the U.S. Government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism.  As an investor in such companies, a Fund will be indirectly subject to those risks.

The foreign securities in which the Funds may invest will be issued (in the case of Emerging Markets Debt) and may be issued (in the case of Global Opportunity Bond) by issuers located in emerging market or developing countries. Compared to the United States and other developed countries, emerging market or developing countries may have relatively unstable governments, economies based on only a few industries and securities markets that trade a small number of securities. Securities issued by companies located in these countries tend to be especially volatile and may be less liquid than securities traded in developed countries. In the past, securities in these countries have been characterized by greater potential loss than securities of companies located in developed countries.

A portion of each Fund’s investments in emerging markets securities may include investments in microfinance loans.  Microfinance loans are typically very small loans (microcredit) made for providing the means for people who are not served by traditional banking systems to expand their business or finance their families’ basic needs by providing access to affordable credit.  Microfinance loans carry many of the same risks associated with investing in emerging markets countries, but because some of the microfinance loans may be used to fund crop growing and livestock, microfinance loans may also be subject to climate and geography risk.  In addition, most micro-clients have low incomes and little or no previous credit history.  As a result, there is no assurance that  microcredit clients will be able to repay the microfinance loans.

The economies of individual emerging market or developing countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position.  Further, the economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures.  These economies also have been, and may continue to be, adversely effected by economic conditions in the countries with which they trade.

Prior governmental approval for foreign investments may be required under certain circumstances in some emerging market or developing countries, and the extent of foreign investment in certain fixed income securities and domestic companies may be subject to limitation in other emerging market or developing countries.  Foreign ownership limitations also may be imposed by the charters of individual companies in emerging market or developing countries to prevent, among other concerns, violation of foreign investment limitations.  Repatriation of investment income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries.  The Funds could be adversely affected by delays in, or a refusal to grant, any required governmental registration or approval for such repatriation. Any investment subject to such repatriation controls will be considered illiquid if it appears reasonably likely that this process will take more than seven days.

Investment in emerging market or developing countries may entail purchasing securities issued by or on behalf of entities that are insolvent, bankrupt, in default or otherwise engaged in an attempt to reorganize or reschedule their obligations and in entities that have little or no proven credit rating or credit history.  In any such

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case, the issuer’s poor or deteriorating financial condition may increase the likelihood that the Funds will experience losses or diminution in available gains due to bankruptcy, insolvency or fraud.  Emerging market or developing countries also pose the risk of nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic development (including war) that could affect adversely the economies of such countries or the value of a fund’s investments in those countries. In addition, it may be difficult to obtain and enforce a judgment in a court outside the United States.

Investments in emerging markets may also be exposed to an extra degree of custodial and/or market risk, especially where the securities purchased are not traded on an official exchange or where ownership records regarding the securities are maintained by an unregulated entity (or even the issuer itself).

Sovereign Debt Securities Risk.  Each Fund may invest in emerging market countries’ government debt securities, i.e., sovereign debt securities.  Investments in sovereign debt are subject to the risk that a government entity may delay or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of its debt position to its economy or its failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting on a sovereign debt that a government does not pay or bankruptcy proceeding by which all or part of the sovereign debt that a government entity has not repaid may be collected.

Foreign Currency Considerations.  Each Fund will invest directly in debt obligations of issuers located in emerging market countries that are denominated in the local currency.  The Funds are subject to the risk that those currencies will decline in value relative to the U.S. dollar.  The values of the currencies of the emerging market countries in which the Funds may invest may be subject to a high degree of fluctuation due to changes in interest rates, the effects of monetary policies issued by the United States, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments.  Therefore, the Funds’ exposure to foreign currencies may result in reduced returns to the Fund.

Each Fund will compute and expect to distribute its income in U.S. dollars, and the computation of income is made on the date that the income is earned by the Funds at the foreign exchange rate in effect on that date.  If the value of the foreign currencies in which each Fund receives its income falls relative to the U.S. dollar between the earning of the income and the time at which the Fund converts the foreign currencies to U.S. dollars, the Fund may be required to liquidate securities in order to make distributions if the Fund has insufficient cash in U.S. dollars to meet distribution requirements.  The liquidation of investments, if required, may have an adverse impact on the Fund’s performance.

Since each Fund may invest in debt obligations of issuers located in emerging market countries that are denominated in the local currency, changes in foreign currency exchange rates will affect the value of securities in the Fund’s portfolio and the unrealized appreciation or depreciation of investments.  In addition to changes in the value of the Funds’ portfolio investments resulting from currency fluctuations, the Funds may incur costs in connection with conversions between various currencies.  Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies.  Thus, a dealer normally will offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire immediately to resell that currency to the dealer.  The Funds will conduct their foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward, futures or options contracts to purchase or sell foreign currencies.

Lower Rated and Unrated Securities Risk.  Each Fund may invest without limitation in securities that are generally considered to have a credit quality rated below investment grade by a nationally recognized statistical rating organization such as Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”).  Non-investment grade securities (that is, rated Ba1 or lower by Moody’s or BB+ or lower by S&P) are commonly referred to as “junk bonds” and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions.  Each Fund may invest in defaulted securities.  Some of the emerging country debt securities held by the Funds, which may not be paying

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interest currently or may be in payment default, may be comparable to securities rated as low as C by Moody’s or CCC or lower by S&P.  These securities are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions and/or to be in default or not current in the payment of interest or principal.

Debt instruments rated below investment grade and unrated debt instruments typically involve greater risk.  Securities rated below investment grade and unrated securities are especially subject to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates.  During periods of economic downturn or rising interest rates, issuers of instruments rated below investment grade and unrated instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default.  Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of securities rated below investment grade and unrated securities especially in a market characterized by a low volume of trading.

Repurchase Agreements.  Each Fund may invest in repurchase agreements.  Global Opportunity Bond may only enter into repurchase agreements with brokers, dealers or banks that meet the credit guidelines established by the Fund’s Board of Directors.  When cash may be available for only a few days, it may be invested by a Fund in repurchase agreements until such time as it may otherwise be invested or used for payments of obligations of the Fund. These agreements, which may be viewed as a type of secured lending by a Fund, typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer.  The agreement provides that a Fund will sell back to the institution, and that the institution will repurchase, the underlying security serving as collateral at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase.  The collateral will be marked-to-market daily to determine that the value of the collateral, as specified in the agreement, does not decrease below the purchase price plus accrued interest.  If such decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization.  Each Fund will accrue interest from the institution until the time when the repurchase is to occur.   Although this date is deemed by a Fund to be the maturity date of a repurchase agreement, the maturities of securities subject to repurchase agreements are not subject to any limits.

While repurchase agreements involve certain risks not associated with direct investments in debt securities, each Fund follows procedures approved by the Directors that are designed to minimize such risks.  These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions whose financial condition will be continually monitored by the Adviser.  In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement.  In the event of a default or bankruptcy by a selling financial institution, each Fund will seek to liquidate such collateral.  However, the exercising of a Fund’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss.

Futures.  Each 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).

The Funds may use futures contracts in order to manage their 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.  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 Funds may not be able to enter into a closing transaction because of an illiquid secondary market.

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Options.  Each Fund may write covered call and put options on portfolio securities and other financial instruments.  The liabilities are subsequently adjusted to reflect the current value of the options written.  Premiums received from writing options which expire are treated as realized gains.  Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the net realized gain or loss.  By writing a covered call option, the Funds, in exchange for the premium, forego the opportunity for capital appreciation above the exercise price should the market price of the underlying security increase.  By writing a put option, the Funds, in exchange for  the premium, accept the risk of having to purchase a security at an exercise price that is above the current market price.

The Funds may purchase call and put options on its securities or other financial instruments.  The Funds may purchase call options to protect against an increase in the price of the security or financial instrument it anticipates purchasing.  The Funds may purchase put options on securities which it holds or other financial instruments to protect against a decline in the value of the security or financial instrument or to close out covered written put positions.   Risks may arise from an imperfect correlation between the change in market value of the securities purchased or sold by the Fund and from the possible lack of a liquid secondary market for an option. The maximum exposure to loss for any purchased option is limited to the premium initially paid for the option.

Swaps.  Each Fund may enter into swap transactions.  A swap is a derivative in the form of an agreement to exchange the return generated by one instrument for the return generated by another instrument.  The payment streams are calculated by reference to a specified index and agreed upon notional amount.  The currency swaps in which the Funds may enter will generally involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency.  Such swaps may involve initial and final exchanges that correspond to the agreed upon national amount.

The swaps in which the Funds may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index.  Swaps do not involve the delivery of securities, other underlying assets or principal.  Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Funds are contractually obligated to make.  If the other party to a swap defaults, the Funds’ risk of loss consists of the net amount of payments that the Funds are contractually entitled to receive.  Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency.  Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations.  If there is a default by the counterparty, the Funds may have contractual remedies pursuant to the agreements related to the transaction.  The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation.  Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than swaps.

Interest rate and total rate of return swaps do not involve the delivery of securities, other underlying assets, or principal.  Accordingly, the risk of loss with respect to interest rate and total rate of return swaps is limited to the net amount of interest payments that the Funds are contractually obligated to make.  If the other party to an interest rate or total rate of return swap defaults, the Funds’ risk of loss consists of the net amount of interest payments that the Funds are contractually entitled to receive.  In contrast, currency swaps may involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency.  Therefore, the entire principal value of a currency swap may be subject to the risk that the other party to the swap will default on its contractual delivery obligations.  If there is a default by the counterparty, the Funds may have contractual remedies pursuant to the agreements related to the transaction.

Options on Swaps.  Each Fund may engage in options on swaps for hedging purposes or to manage and mitigate the credit and interest rate.  A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement at some designated future time on specified terms.  Each Fund may write (sell) and purchase put and call swap options.  The use of swap options involves risks, including, among others, changes in the market value of securities held by the Fund, and of swap options relating to those securities may not be proportionate, (ii) there may not be a liquid market to sell a swap option, which could result in difficulty closing a position, (iii) swap options can

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magnify the extent of losses incurred due to changes in the market value of the securities to which they relate and (iv) counterparty risk.

Each Fund will usually enter into swaps on a net basis, i.e., the two payment streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two payments.  Each Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash or liquid securities to avoid any potential leveraging of the Fund.  Each Fund may enter into OTC derivatives transactions (swaps, caps, floors, puts, etc., but excluding foreign exchange contracts) with counterparties that are approved by the Adviser in accordance with guidelines established by the Board.  These guidelines provide for a minimum credit rating for each counterparty and various credit enhancement techniques (for example, collateralization of amounts due from Counterparties) to limit exposure to counterparties with ratings below AA by S&P or Aa by Moody’s.

Credit Default Swaps.  Each Fund may enter into credit default swap contracts for hedging purposes or to add leverage to the Fund.  As the seller in a credit default swap contract, a Fund would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation.  In return, a Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred.  If no default occurs, a Fund would keep the stream of payments and would have no payment obligations.  As the seller, a Fund would effectively add leverage to its portfolio because the Fund would be subject to investment exposure on the notional amount of the swap.

Each Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held in its portfolio, in which case the Fund would function as the counterparty referenced in the preceding paragraph.  This would involve the risk that the investment may expire worthless and would generate income only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability).  It would also involve credit risk that the seller may fail to satisfy its payment obligations to the Fund in the event of a default.

Forward Foreign Currency Exchange Contracts.  Each Fund may enter into forward foreign currency exchange contracts (“forward contracts”) as a hedge against fluctuations in future foreign exchange rates.  A forward contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract.  Each Fund may conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis through forward currency contracts or through non-deliverable forward currency transactions.  A currency spot transaction is a cash-settled contract to buy or sell a specified quantity of currency for physical settlement at the spot rate prevailing in the foreign currency exchange market.  A forward currency transaction is a contract to buy or sell a specified quantity of currency at a specified date in the future at a specified price which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract.  Forward currency contracts may be used to increase or reduce exposure to currency price movements.  A non-deliverable forward currency transaction is a synthetic short-term forward contract on a thinly traded or non-convertible foreign currency where the gain or loss is the difference between a specified exchange rate and the spot rate at the time of settlement.  Non-deliverable forward currency contracts allow investors to hedge or gain exposure to local currency movements of certain markets without actually dealing in the underlying markets.  The demand for non-deliverable forward currency contracts arises principally out of regulatory and liquidity issues in the underlying currency.  Non-deliverable forward currency contracts are used to gain exposure to foreign currencies which are not internationally traded and do not have a forward market for foreign investors.  Non-deliverable forward currency contracts are cash settled transactions and in certain less developed countries, such contracts may be relatively illiquid.  Forward contracts are traded in the interbank market conducted directly between currency traders (usually large, commercial and investment banks) and their customers.  Forward contracts only will be entered into with U.S. banks and their foreign branches, insurance companies and other dealers or foreign banks whose assets total $1 billion or more.  A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

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Each Fund may enter into forward contracts under various circumstances.  The typical use of a forward contract is to “lock in” the price of a security in U.S. dollars or some other foreign currency, which the Fund is holding in its portfolio.  By entering into a forward contract for the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying security transactions, the Fund may be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar or other currency which is being used for the security purchase and the foreign currency in which the security is denominated during the period between the date on which the security is purchased or sold and the date on which payment is made or received.

The Adviser also may from time to time utilize forward contracts for other purposes.  For example, they may be used to hedge a foreign security held in the portfolio or a security which pays out principal tied to an exchange rate between the U.S. dollar and a foreign currency, against a decline in value of the applicable foreign currency.  They also may be used to lock in the current exchange rate of the currency in which those securities anticipated to be purchased are denominated.  At times, the Funds may enter into “cross-currency” hedging transactions involving currencies other than those in which securities are held or proposed to be purchased are denominated.

Each Fund will not enter into forward contracts or maintain a net exposure to these contracts where the consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund’s portfolio securities.

When required by law, each Fund will cause its custodian bank to earmark cash, U.S. government securities or other appropriate liquid portfolio securities in an amount equal to the value of the Fund’s total assets committed to the consummation of forward contracts entered into under the circumstances set forth above.  If the value of the securities so earmarked declines, additional cash or securities will be earmarked on a daily basis so that the value of such securities will equal the amount of the Fund’s commitments with respect to such contracts.

Although each Fund values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis.  It will, however, do so from time to time, and investors should be aware of the costs of currency conversion.  Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the spread between the prices at which they are buying and selling various currencies.  Thus, a dealer may offer to sell a foreign currency to a  Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.

Each Fund may be limited in its ability to enter into hedging transactions involving forward contracts by the Code requirements relating to qualification as a regulated investment company.

Forward contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could result in losses.  The contracts also may increase a Fund’s volatility and may involve a significant amount of risk relative to the investment of cash.

Structured Products.  Each Fund may invest a portion of its assets in structured investments, structured notes and other types of similarly structured products consistent with the Fund’s investment objectives and policies.  Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the investment characteristics of underlying investment interests or securities.  These investment entities may be structured as trusts or other types of pooled investment vehicles.  This type of restructuring generally involves the deposit with or purchase by an entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing an indicator related to such investments.  The cash flow or rate of return on the underlying investments may be apportioned among the newly issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest rate provisions.  The cash flow or rate of return on a structured investment may be determined by applying a multiplier to the rate of total return on the underlying investments or referenced indicator.

Structured notes are derivative securities for which the amount of principal repayment and/or interest payments is based on the movement of one or more “factors.”  These factors include, but are not limited to, currency

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exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices.  Some of these factors may or may not correlate to the total rate of return on one or more underlying instruments referenced in such notes.  In some cases, the impact of the movements of these factors may increase or decrease through the use of multipliers or deflators.  The Fund will use structured notes consistent with its investment objectives and policies.

The cash flow or rate of return on a structured investment may be determined by applying a multiplier to the rate of total return on the underlying investments or referenced indicator.  Application of a multiplier is comparable to the use of financial leverage, a speculative technique.  Leverage magnifies the potential for gain and the risk of loss.  As a result, a relatively small decline in the value of the underlying investments or referenced indicator could result in a relatively large loss in the value of a structured product.  Holders of structured products bear risks of the underlying investments, index or reference obligation and are subject to counterparty risk.  The Fund may have the right to receive payments to which it is entitled only from the structured product, and generally does not have direct rights against the issuer.  While certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured vehicles generally pay their share of the investment vehicle’s administrative and other expenses.  Certain structured products may be thinly traded or have a limited trading market and may have the effect of increasing the Fund’s illiquidity to the extent that the Fund, at a particular point in time, may be unable to find qualified buyers for these securities.

Investments in structured notes involve risks including interest rate risk, credit risk and market risk.  Where a Fund’s investments in structured notes are based upon the movement of one or more factors, including currency exchange rates, interest rates, referenced bonds and stock indices, depending on the factor used and the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations.  Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero and any further changes in the reference instrument may then reduce the principal amount payable on maturity.  Structured notes may be less liquid than other types of securities and more volatile than the reference instrument or security underlying the note.

Cross Currency Hedging.  Each Fund may enter into cross currency hedges, which involve the sale of one currency against the positive exposure to a different currency.  Cross currency hedges may be used for hedging  purposes or to establish an active exposure to the exchange rate between any two currencies.  Hedging a Fund’s currency risks involves the risk of mismatching the Fund’s obligations under a forward or futures contract with the value of securities denominated in a particular currency.  For cross currency hedges, there is an additional risk to the extent that these transactions create exposure to currencies in which a Fund’s securities are not denominated.

General Leverage Risk.  There can be no assurance that the Funds will utilize leverage, or that, if utilized, they will be successful during any period in which it is employed.  The use of leverage by a Fund would result in additional risks to the Fund’s stockholders than if leverage had not been used and can magnify the effect of any losses.  If the income and gains earned on securities to which the Funds have exposure through the use of leverage are greater than a Fund’s costs of borrowing, the Fund’s returns will be greater than if leverage had not been used.  Conversely, if the income and gains from those securities do not cover the payments due in connection with the leverage used, the return will be less than if the economic leverage had not been used.  The Adviser nevertheless may determine to continue to use leverage if it believes that the benefits to the Funds’ stockholders will in the long-term outweigh the potential risk of a reduced return.  There is no assurance that the Funds’ leverage strategy will be successful.  During periods in which the Funds are using leverage, the fees paid by the Funds for investment advisory services will be higher than if the Funds did not use leverage. Leverage involves risks and special considerations that stockholders should consider, including: (i) the likelihood of greater volatility of NAV, market price and dividend rate of the common shares than a comparable portfolio without leverage; (ii) when the Funds use leverage, the fees payable to the Adviser will be higher than if the Funds did not use leverage; (ii) the use of leverage may increase operating costs, which may reduce the Funds’ total return; and (iv) the effect of leverage in a declining market, which is likely to cause greater decline in the NAV of the common shares than if the Funds were not leveraged, which may result in a greater decline in the market price of the common shares.

Each Fund may be required to sell assets at a loss, or at an inopportune time, in order to redeem or pay off leverage, resulting in a decrease in the NAV of the Fund.  The Adviser, in its discretion, will continue the Fund’s use

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of leverage where it believes that the benefits of maintaining the leveraged position will outweigh any current reduced return to current stockholders.

While each Fund may consider reducing leverage in response to actual or anticipated changes in interest rates in an effort to mitigate the increased volatility of current income and NAV associated with leverage, there can, however, be no assurance that the Fund will actually reduce leverage in the future or that a reduction, if any, will benefit the common stockholders.  Changes in the future direction of interest rates are very difficult to predict accurately.  If each Fund were to reduce leverage based on a prediction about future changes to interest rates, and that prediction turned out to be incorrect, the reduction in leverage would likely reduce the income and/or total returns to common stockholders as compared to a situation where the Fund had not reduced leverage.  The Funds may decide that this risk outweighs the likelihood of achieving the desired reduction to volatility in income and share price if the prediction turned out to be correct and determine not to reduce leverage.

Reverse Repurchase Agreements.  Each Fund’s use of reverse repurchase agreements involve many of the same risks involved in the Funds’ use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities.  There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that the Funds have sold but remain obligated to repurchase.  In addition, there is a risk that the market value of the securities retained by the Funds may decline.

If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, the Funds may be adversely affected.  Also, in entering into repurchase agreements, the Funds would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities.  In addition, due to the interest costs associated with reverse repurchase agreements, the Funds’ NAV will decline, and, in some cases, the Funds may be worse off than if they had not used such instruments.

Illiquid Investments Risk.  Investment of each Fund’s assets in relatively illiquid securities and loans may restrict the ability of the Fund to dispose of its investments in a timely fashion and for a fair price, as well as its ability to take advantage of market opportunities.  The risks associated with illiquidity will be particularly acute in situations in which a Fund’s operations require cash, such as when a Fund pays dividends or distributions or if a Fund repurchases common shares, and could result in the Fund borrowing to meet short-term cash requirements or incurring capital losses on the sale of illiquid investments.

Risks of Lending Portfolio Securities.  There may be risks of delay and costs involved in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially.  These delays and costs could be greater for foreign securities.  However, loans will be made only to borrowers deemed by the Adviser to be creditworthy and when, in the judgment of the Adviser, the income that can be earned from such securities loans justifies the attendant risk.  All relevant facts and circumstances, including the creditworthiness of the broker, dealer, bank or institution, will be considered in making decisions with respect to the lending of securities, subject to review by the Funds’ Board.  The Funds also bears the risk that the reinvestment of collateral will result in a principal loss.  Finally, there is the risk that the price of the securities will increase while they are on loan and the collateral will not be adequate to cover their value.

Short Sales.  Each Fund may sell securities short.  Each Fund is obligated to replace the borrowed securities at their market price at the time of replacement.   Each Fund may have to pay a premium to borrow the securities as well as pay any dividends or interest payable on the securities until they are replaced.  Each Fund’s obligation to replace the securities borrowed in connection with a short sale will generally be secured by collateral deposited with the broker that consists of cash, U.S. government  securities or other liquid, high grade debt obligations. In addition, the Funds will either place in a segregated account  with its custodian or denote on its custody records an amount of cash, U.S. government securities or other liquid  high grade debt obligations equal to the difference, if any, between (1) the market value of the securities sold at the  time they were sold short and (2) any cash, U.S. government securities or other liquid high grade debt obligations  deposited as collateral with the broker in connection with the short sale (not including the proceeds of the short  sale).  Short sales by the Funds involve certain risks and special considerations.  Possible losses from short sales differ  from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

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Tax Risk.  Each Fund elects to be treated and qualify each year as a “regulated investment company” under the Code.  If each Fund qualifies as a regulated investment company, it generally will not be subject to U.S. federal income tax on its net investment income, including net capital gain, distributed (or deemed distributed, as described below) to stockholders, provided that, for each taxable year, the Fund distributes (or is treated as distributing) to its stockholders an amount equal to or exceeding 90% of its “investment company taxable income” as that term is defined in the Internal Revenue Code of 1986, as amended (the “Code”) (which includes, among other things, dividends, taxable interest and the excess of any net short term capital gains over net long-term capital losses, as reduced by certain deductible expenses).  Each Fund intends to distribute annually all or substantially all of its investment company taxable income and net capital gain.  In order for a Fund to qualify as a regulated investment company in any taxable year, the Fund must meet certain asset diversification tests and at least 90% of its gross income for such year must be certain types of qualifying income.  Foreign currency gains will generally be treated as qualifying income for purposes of the 90% gross income requirement as long as such gains are derived with respect to the business of investing in such currencies.  However, the U.S. Treasury Department has authority to issue regulations in the future that could treat some or all of the Fund’s foreign currency gains as non qualifying income, thereby jeopardizing a Fund’s status as a regulated investment company for all years to which the regulations are applicable.  If for any taxable year a Fund did not qualify as a regulated investment company, it would be treated as a corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level at a 35% U.S. federal tax rate and, when such income is distributed, to a further tax at the stockholder level to the extent of the Fund’s current or accumulated earnings and profits.

Net Asset Value Discount.  Frequently, shares of closed-end investment companies, such as the Funds, trade at a price below their NAV, commonly referred to as a “discount.”  Historically, shares of closed-end funds have traded at a discount to their NAV and the Funds cannot predict whether their common shares will trade at a discount to their NAV.  Before making an investment decision, a prospective investor should consider the suitability of this investment with respect to the investor’s investment objectives and personal situation.

Non-Diversification Risk.  Each Fund is classified as a “non-diversified” investment company under the 1940 Act, which means that the Fund is not limited by the 1940 Act in the proportion of its assets that may be invested in the securities of a single issuer.  As a non-diversified investment company, each Fund may invest a greater proportion of its assets in the securities of a smaller number of issuers and, as a result, may be subject to greater risk with respect to portfolio securities.  However, each Fund intends to comply with the diversification requirements imposed by the Code for qualification as a regulated investment company.

Risks of Investing in Other Investment Companies.   Subject to the limitations set forth in the 1940 Act, each Fund may acquire shares in other investment companies, including foreign investment companies.  The market value of the shares of other investment companies may differ from the NAV of the particular fund.  As a stockholder in an investment company, the Fund would bear its ratable share of that entity’s expenses, including its investment advisory and administration fees.  At the same time, the Funds would continue to pay their own advisory and administration fees and other expenses.  As a result, the Funds and their stockholders, in effect, will be absorbing duplicate levels of fees with respect to investments in other investment companies.

Temporary Investments.  With respect to Global Opportunity Bond, during periods in which the Adviser believes that changes in economic, financial or political conditions make it advisable to do so, Global Opportunity Bond may for temporary defensive purposes, invest part or all of its assets in cash or in certain short-term (less than 12 months to maturity) debt securities including certificated of deposit, commercial paper, notes, obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements involving such government securities.

With respect to Emerging Markets Debt, during periods in which the Adviser believes changes in economic, financial and political conditions make it advisable, the Emerging Markets Debt may, for temporary defensive purposes, reduce its holdings in emerging market debt securities and invest in certain other short term (less than 12 months to maturity) and medium-term (not greater than 5 years to maturity) debt securities or cash. The short-term and medium-term debt securities in which Emerging Markets Debt may invest consist of: obligations issued or guaranteed by the U.S. Government , its agencies or instrumentalities, bank deposits and bank obligations of U.S. or emerging country banks denominated in any currency, floating rate securities and other instruments denominated in any currency issued by international development agencies, finance company and corporate

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commercial paper and other short term corporate debt obligations of U.S. corporations meeting the Emerging Markets Debt’s credit quality standards and repurchase agreements with banks and broker-dealers with respect to such securities.

Anti-Takeover Provisions.  Each Fund’s Charter and Bylaws, as well as Maryland law, include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status and delay or limit the ability of other persons to acquire control of the Fund.  These provisions could deprive the Fund’s common stockholders of opportunities to sell their common shares at a premium over the then-current market price of the common shares or at NAV.

Corporate Debt Obligations Risk.  Emerging Markets Debt may invest in debt securities of corporate issuers.  Prices of corporate debt obligations fluctuate and, in particular, are subject to several key risks including, but not limited to, interest-rate risk, credit risk, prepayment risk and spread risk.  The market value of a corporate bond also may be affected by the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the market place.  There is a risk that the issuers of the corporate debt obligations in which the Fund may invest may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

Bank Loans. Each Fund may invest in bank loans.  Bank loans generally are negotiated between a borrower and several financial institutional lenders represented by one or more lenders acting as agent of all the lenders.  The agent is responsible for negotiating the loan agreement that establishes the terms and conditions of the loan and the rights of the borrower and the lenders, monitoring any collateral, and collecting principal and interest on the loan.  By investing in a loan, a Fund becomes a member of a syndicate of lenders.  Certain public bank loans are illiquid, meaning each Fund may not be able to sell them quickly at a fair price.  Illiquid securities are  also difficult to value.  To the extent a bank loan has been deemed illiquid, it will be subject to a Fund’s restrictions on investment in illiquid securities.  The secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.

Bank loans are subject to the risk of default.  Default in the payment of interest or principal on a loan will result in a reduction of income to a Fund, a reduction in the value of the loan, and a potential decrease in the Fund’s NAV.  The risk of default will increase in the event of an economic downturn or a substantial increase in interest rates.  Because public bank loans usually rank lower in priority of payment to senior loans, they present a greater degree of investment risk due to the fact that the cash flow or other property of the borrower securing the bank loan may be insufficient to meet scheduled payments after meeting the payment obligations of the senior secured obligations of the borrower. These bank loans may exhibit greater price volatility as well.  As  discussed above, however, because bank loans reside higher in the capital structure than high yield bonds, default losses have been historically lower in the bank loan market.  Bank loans that are rated below investment grade share the same risks of other below investment grade securities.

Asset-Backed Securities.  Global Opportunity Bond may invest in asset-backed securities.  Asset-backed securities have risk characteristics similar to mortgage-backed securities.  Like mortgage-backed securities, they generally decrease in value as a result of interest rate increases, but may benefit less than other fixed income securities from declining interest rates, principally because of prepayments.  Also, as in the case of mortgage-backed securities, prepayments generally increase during a period of declining interest rates although other factors, such as changes in credit use and payment patterns, may also influence prepayment rates.  Asset-backed securities also involve the risk that various federal and state consumer laws and other legal, regulatory and economic factors may result in the collateral backing the securities being insufficient to support payment on the securities.

The securitization techniques used to develop mortgage-backed securities are also applied to a broad range of other assets.  Various types of assets, primarily automobile and credit card receivables and home equity loans, are being securitized in pass-through structures similar to the mortgage pass-through structures.  New instruments and variations of existing mortgage-backed securities and asset-backed securities continue to be developed.  Global Opportunity Bond may invest in any of these instruments or variations.

Mortgage-Backed Securities.  Global Opportunity Bond may invest in mortgage-backed securities.  Mortgage-backed securities in which the Funds may invest have different risk characteristics than traditional debt

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securities.  Although generally the value of fixed-income securities increases during periods of falling interest rates and decreases during periods of rising interest rates, this is not always the case with mortgage-backed securities.  This is due to the fact that principal on underlying mortgages may be prepaid at any time, as well as other factors.  Generally, prepayments will increase during periods of falling interest rates and decrease during periods of rising interest rates.  The rate of prepayments also may be influenced by economic and other factors.  Prepayment risk includes the possibility that, as interest rates fall, securities with stated interest rates may have the principal prepaid earlier than expected, requiring the Funds to invest the proceeds at generally lower interest rates.  Investments in mortgage-backed securities are made based upon, among other things, expectations regarding the rate of prepayments on underlying mortgage pools.  Rates of prepayment, faster or slower than expected by each Fund’s Adviser, could reduce the Fund’s yield, increase the volatility of the Fund and/or cause a decline in NAV.  Certain mortgage-backed securities may be more volatile and less liquid than other traditional types of debt securities.

Collateralized Mortgage Obligations.  Global Opportunity Bond may invest in CMOs.  CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities (collectively, “Mortgage Assets”).  The principal and interest on the Mortgage Assets comprising a CMO may be allocated among the several classes of a CMO in many ways.  The general goal in allocating cash flows on Mortgage Assets to the various classes of a CMO is to create certain tranches on which the expected cash flows have a higher degree of predictability than do the underlying Mortgage Assets.  As a general matter, the more predictable the cash flow is on a particular CMO tranche, the lower the anticipated yield on that tranche at the time of issue will be relative to the prevailing market yields on the Mortgage Assets.  As part of the process of creating more predictable cash flows on certain tranches of a CMO, one or more tranches generally must be created that absorb most of the changes in the cash flows on the underlying Mortgage Assets.  The yields on these tranches are generally higher than prevailing market yields on other mortgage-related securities with similar average lives.  Principal prepayments on the underlying Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates.  Because of the uncertainty of the cash flows on these tranches, the market prices and yields of these tranches are more volatile and may increase or decrease in value substantially with changes in interest rates and/or the rates of prepayment.

Due to the possibility that prepayments (on home mortgages and other collateral) will alter the cash flow on CMOs, it is not possible to determine in advance the final maturity date or average life.  Faster prepayment will shorten the average life and slower prepayments will lengthen it.  In addition, if the collateral securing CMOs or any third-party guarantees are insufficient to make payments, the Funds could sustain a loss.

Commercial Mortgage-Backed Securities.  Global Opportunity Bond may invest in CMBS.  CMBS are generally multi-class or pass-through securities backed by a mortgage loan or a pool of mortgage loans secured by commercial property, such as industrial and warehouse properties, office buildings, retail space and shopping malls, multifamily properties and cooperative apartments.  Private lenders, such as banks or insurance companies, originate these loans and then sell the loans directly into a CMBS trust or other entity.  The commercial mortgage loans that underlie CMBS are generally not amortizing or not fully amortizing.  That is, at their maturity date, repayment of their remaining principal balance or “balloon” is due and is repaid through the attainment of an additional loan or sale of the property.  An extension of a final payment on commercial mortgages will increase the average life of the CMBS, generally resulting in lower yield for discount bonds and a higher yield for premium bonds.  Unlike most single family residential mortgages, commercial real estate property loans often contain provisions which substantially reduce the likelihood that such securities will be prepaid. The provisions generally impose significant prepayment penalties on loans and, in some cases, there may be prohibitions on principal prepayments for several years following origination.

CMBS are subject to credit risk and prepayment risk.  Although prepayment risk is present, it is of a lesser degree in the CMBS than in the residential mortgage market; commercial real estate property loans often contain provisions which substantially reduce the likelihood that such securities will be prepaid (e.g., significant prepayment penalties on loans and, in some cases, prohibition on principal payments for several years following origination).

Stripped Mortgage-Backed Securities.  Global Opportunity Bond may invest in stripped mortgage-backed securities.  Investments in each class of stripped mortgage-backed securities are extremely sensitive to changes in interest rates.  Interest-only stripped mortgage-backed securities tend to decrease in value substantially if interest rates decline and prepayment rates become more rapid.  Principal-only stripped

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mortgage-backed securities tend to decrease in value substantially if interest rates increase and the rate of prepayment decreases.  If Global Opportunity Bond invests in stripped mortgage-backed securities and interest rates move in a manner not anticipated by the management of Global Opportunity Bond, it is possible that Global Opportunity Bond could lose all or substantially all of its investment.

Additional Risk Considerations

Loan Participations and Assignments Risk.  Each Fund may invest in fixed and floating rate loans (“Loans”) arranged through private negotiations between an issuer of debt obligations and one or more financial institutions (“Lenders”).  Each Fund’s investments in Loans in most instances will be in the form of participations in Loans (“Participations”) or assignments of all or a portion of Loans (“Assignments”) from third parties.  In connection with purchasing Participations, the Funds generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the Loan in which it has purchased the Participation.  As a result, the Funds may be subject to the credit risk of both the borrower and the Lender that is selling the Participation.  In the event of the insolvency of the Lender selling a Participation, the Funds may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the borrower.  Certain Participations may be structured in a manner designed to avoid purchasers of Participations being subject to the credit risk of the Lender with respect to the Participation, but even under such a structure, in the event of the Lender’s insolvency, the Lender’s servicing of the Participation may be delayed and the assignability of the Participation impaired.  The Funds will acquire Participations only if the Lender interpositioned between the Funds and the borrower is determined by the Adviser to be creditworthy.

Each Fund may have difficulty disposing of Assignments and Participations because to do so it will have to assign such securities to a third party.  Because there is no liquid market for such securities, the Funds anticipate that such securities could be sold only to a limited number of institutional investors.  The lack of a liquid secondary market may have an adverse impact on the value of such securities and the Fund’s ability to dispose of particular Assignments or Participations when necessary to meet the Funds’ liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the borrower.  The lack of a liquid secondary market for Assignments and Participations also may make it more difficult for the Funds to assign a value to these securities for purposes of valuing the Funds’ portfolio and calculating its NAV.

Zero Coupon Securities.  Certain debt obligations purchased by Global Opportunity Bond may take the form of zero coupon securities.  The interest earned on such securities is, implicitly, automatically compounded and paid out at maturity.  While such compounding at a constant rate eliminates the risk of receiving lower yields upon reinvestment of interest if prevailing interest rates decline, the owner of a zero coupon security will be unable to participate in higher yields upon reinvestment of interest received if prevailing interest rates rise.  For this reason, zero coupon securities are subject to substantially greater market price fluctuations during periods of changing prevailing interest rates than are comparable debt securities which make current distributions of interest.  Current federal tax law requires that a holder (such as the Fund) of a zero coupon security accrue a portion of the discount at which the security was purchased as income each year even though the Fund receives no interest payments in cash on the security during the year.

When-Issued and Delayed Delivery Securities.  From time to time, the Funds may purchase securities on a when-issued or delayed delivery basis. When these transactions are negotiated, the price is fixed at the time of the commitment, but delivery and payment can take place a month or more after the date of commitment.  While the Funds will only purchase securities on a when-issued and delayed delivery basis with the intention of acquiring the securities, the Funds may sell the securities before the settlement date, if it is deemed advisable. The securities so purchased or sold are subject to market fluctuation and no interest or dividends accrue to the purchaser prior to the settlement date.

At the time the Funds make the commitment to purchase or sell securities on a when-issued, and delayed delivery basis, it will record the transaction and thereafter reflect the value, each day, of such security purchased, or if a sale, the proceeds to be received, in determining its NAV.  At the time of delivery of the securities, their value may be more or less than the purchase or sale price.  An increase in the percentage of the Funds’ assets committed to the purchase of securities on a when-issued and delayed delivery basis may increase the volatility of its NAV. The

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Funds will also establish a segregated account on the Funds’ books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a when-issued and delayed delivery basis.(1)

FINANCIAL STATEMENTS AND EXPERTS

The financial statements of the Funds, for the fiscal year ended December 31, 2008, that are incorporated by reference in the Statement of Additional Information relating to the Registration Statement on Form N-14 of which this Proxy Statement and Prospectus forms a part, have been audited by [·], independent registered public accounting firm.

LEGAL MATTERS

Certain legal matters concerning the issuance of Emerging Markets Debt Shares will be passed upon by Clifford Chance US LLP, New York, New York.  Such firm will rely on Ballard Spahr Andrews & Ingersoll, LLP as to matters of Maryland law.

ADDITIONAL INFORMATION

Additional information about the Funds is available, as applicable, in the following documents: (i) Emerging Markets Debt’s Annual Report for its fiscal year ended December 31, 2008, accompanying this Proxy Statement and Prospectus; and (iii) Global Opportunity Bond’s Annual Report for its fiscal year ended December 31, 2008.  The foregoing documents may be obtained without charge by calling (800) 231-2608 (toll-free).

Global Opportunity Bond and Emerging Markets Debt are subject to the informational requirements of the 1934 Act, and in accordance therewith, file reports and other information with the Commission.  Proxy material, reports and other information about Global Opportunity Bond and Emerging Markets Debt which are of public record can be viewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information about the Reference Room’s operations may be obtained by calling the Commission at (202) 551-8090.  Reports and other information about each Fund are available on the EDGAR Database on the Commission’s Internet site (www.sec.gov) and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address:  publicinfo@sec.gov or by writing the Public Reference Section of the Commission, Washington, D.C. 20549-1520.

OTHER BUSINESS

Management of Global Opportunity Bond knows of no business other than the matters specified above which will be presented at the Meeting.  Since matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the Meeting, including any adjournment(s) or postponement(s) thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy to vote this proxy in accordance with their judgment on such matters.

By:  Order of the Board of Directors,

Mary E. Mullin

Secretary

[·], 2009

(1) Discuss whether this should be moved to SAI

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EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 19th day of June, 2009, by and between MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC., a Maryland corporation (“Emerging Markets Debt”), and MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC., a Maryland corporation (“Global Opportunity Bond”).

This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Treas. Reg. 1.368-2(g), for a reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”).  The reorganization (“Reorganization”) will consist of the transfer to Emerging Markets Debt of substantially all of the assets of Global Opportunity Bond in exchange for the assumption by Emerging Markets Debt of all stated liabilities of Global Opportunity Bond and the issuance by Emerging Markets Debt of shares of common stock, par value $0.01 per share (the “Emerging Markets Debt Shares”), to be distributed, after the Closing Date hereinafter referred to, to the stockholders of Global Opportunity Bond in liquidation of Global Opportunity Bond as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.

In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.THE REORGANIZATION AND LIQUIDATION OF GLOBAL OPPORTUNITY BOND

1.1           Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, Global Opportunity Bond agrees to assign, deliver and otherwise transfer the Global Opportunity Bond Assets (as defined in paragraph 1.2) to Emerging Markets Debt and Emerging Markets Debt agrees in exchange therefor to assume all of Global Opportunity Bond’s stated liabilities on the Closing Date as set forth in paragraph 1.3 and to deliver to Global Opportunity Bond the number of Emerging Markets Debt Shares, including fractional Emerging Markets Debt Shares, determined in the manner set forth in paragraph 2.3.  Such transactions shall take place at the closing provided for in paragraph 3.1 (“Closing”).

1.2           (a)           The “Global Opportunity Bond Assets” shall consist of all property, including without limitation, all cash, cash equivalents, securities and dividend and interest receivables owned by Global Opportunity Bond, and any deferred or prepaid expenses shown as an asset on Global Opportunity Bond’s books on the Valuation Date.

(b)           On or prior to the Valuation Date, Global Opportunity Bond will provide Emerging Markets Debt with a list of all of Global Opportunity Bond’s assets to be assigned, delivered and otherwise transferred to Emerging Markets Debt and a list of the stated liabilities to be assumed by Emerging Markets Debt pursuant to this Agreement.  Global Opportunity Bond reserves the right to sell any of the securities on such list but will not, without the prior approval of Emerging Markets Debt, acquire any additional securities other than securities of the type in which Emerging Markets Debt is permitted to invest and in amounts agreed to in writing by Emerging Markets Debt.  Emerging Markets Debt will, within a reasonable time prior to the Valuation Date, furnish Global Opportunity Bond with a statement of Emerging Markets Debt’ investment objective, policies and restrictions and a list of the securities, if any, on the list referred to in the first sentence of this paragraph that do not conform to Emerging Markets Debt’s investment objectives, policies and restrictions.  In the event that Global Opportunity Bond holds any investments that Emerging Markets Debt is not permitted to hold, Global Opportunity Bond will dispose of such securities on or prior to the Valuation Date.  In addition, if it is determined that the portfolios of Global Opportunity Bond and Emerging Markets Debt, when aggregated, would contain investments exceeding certain percentage limitations imposed upon Emerging Markets Debt with respect to such investments, Global Opportunity Bond if requested by Emerging Markets Debt will, on or prior to the Valuation Date, dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date (as defined in paragraph 3.1).

1.3           Global Opportunity Bond will endeavor to discharge all of its liabilities and obligations on or prior to the Valuation Date.  Emerging Markets Debt will assume all stated liabilities, which includes, without limitation,

all expenses, costs, charges and reserves reflected on an unaudited Statement of Assets and Liabilities of Global Opportunity Bond prepared by the Treasurer of Global Opportunity Bond as of the Valuation Date in accordance with generally accepted accounting principles consistently applied from the prior audited period.

1.4           In order for Global Opportunity Bond to comply with Section 852(a)(1) of the Code and to avoid having any investment company taxable income or net capital gain (as defined in Sections 852(b)(2) and 1222(11) of the Code, respectively) in the short taxable year ending with its dissolution, Global Opportunity Bond will on or before the Valuation Date (a) declare a dividend in an amount large enough so that it will have declared dividends of substantially all of its investment company taxable income and net capital gain, if any, for such taxable year (determined without regard to any deduction for dividends paid) and (b) distribute such dividend.

1.5           On the Closing Date or as soon as practicable thereafter, Global Opportunity Bond will distribute Emerging Markets Debt Shares received by Global Opportunity Bond pursuant to paragraph 1.1 pro rata to its stockholders of record determined as of the close of business on the Valuation Date (“Stockholders of Global Opportunity Bond”).  Each Global Opportunity Bond Stockholder will receive Emerging Markets Debt Shares.  Such distribution will be accomplished by an instruction, signed by Global Opportunity Bond’s Secretary, to transfer Emerging Markets Debt Shares then credited to Global Opportunity Bond’s account on the books of Emerging Markets Debt to open accounts on the books of Emerging Markets Debt in the names of the Stockholders of Global Opportunity Bond and representing the respective pro rata number of Emerging Markets Debt Shares due such Stockholders of Global Opportunity Bond.

1.6           Ownership of Emerging Markets Debt Shares will be shown on the books of Emerging Markets Debt’s transfer agent.

1.7           Any transfer taxes payable upon issuance of Emerging Markets Debt Shares in a name other than the registered holder of Emerging Markets Debt Shares on Global Opportunity Bond’s books as of the close of business on the Valuation Date shall, as a condition of such issuance and transfer, be paid by the person to whom Emerging Markets Debt Shares are to be issued and transferred.

1.8           Any reporting responsibility of Global Opportunity Bond is and shall remain the responsibility of Global Opportunity Bond up to and including the date on which Global Opportunity Bond is terminated and deregistered pursuant to paragraph 1.9.

1.9           Within one year after the Closing Date, Global Opportunity Bond shall pay or make provision for the payment of all its liabilities and taxes.  If and to the extent that any trust, escrow account or other similar entity continues after the close of such one-year period in connection either with making provision for payment of liabilities or taxes or with distributions to stockholders of Global Opportunity Bond, such entity shall either (i) qualify as a liquidating trust under Section 7701 of the Code (and applicable Treasury Regulations thereunder) or other entity which does not constitute a continuation of Global Opportunity Bond for federal income tax purposes, or (ii) be subject to a waiver under Section 368(a)(2)(G)(ii) of the complete distribution requirement of Section 368(a)(2)(G)(i) of the Code.  Global Opportunity Bond shall be dissolved as a Maryland corporation and deregistered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), promptly following the making of all distributions pursuant to paragraph 1.5 (and, in any event, within one year after the Closing Date).

1.10         Copies of all books and records maintained on behalf of Global Opportunity Bond in connection with its obligations under the 1940 Act, the Code, state blue sky laws or otherwise in connection with this Agreement will promptly be delivered after the Closing to officers of Emerging Markets Debt or their designee, and Emerging Markets Debt or its designee shall comply with applicable record retention requirements to which Global Opportunity Bond is subject under the 1940 Act.

2.VALUATION

2.1           The value of the Global Opportunity Bond Assets shall be the value of such assets computed as of 4:00 p.m. New York time on the third business day following the receipt of the requisite approval by stockholders of

Global Opportunity Bond of this Agreement or at such time on such earlier or later date after such approval as may be mutually agreed upon in writing (such time and date being hereinafter called the “Valuation Date”).

2.2           The net asset value of an Emerging Markets Debt Share shall be the net asset value per share computed on the Valuation Date.

2.3           The number of Emerging Markets Debt Shares (including fractional shares, if any) to be issued hereunder shall be determined, with respect to each class, by dividing the aggregate net asset value of each class of Global Opportunity Bond shares (determined in accordance with paragraph 2.1) by the net asset value per share of the corresponding class of shares of Emerging Markets Debt (determined in accordance with paragraph 2.2).

2.4           All computations of value shall be made by JPMorgan Chase Bank, N.A. in accordance with its regular practice in pricing Emerging Markets Debt.  Emerging Markets Debt shall cause Morgan Stanley Services to deliver a copy of its valuation report at the Closing.

3.CLOSING AND CLOSING DATE

3.1           The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the “Closing Date”).  The Closing shall be held as of 9:00 a.m. New York time, or at such other time as the parties may agree.  The Closing shall be held in a location mutually agreeable to the parties hereto.  All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. New York time on the Closing Date unless otherwise provided.

3.2           Portfolio securities held by Global Opportunity Bond and represented by a certificate or other written instrument shall be presented by it or on its behalf to JPMorgan Chase Bank, N.A. (the “Custodian”), as custodian for Emerging Markets Debt, for examination no later than five business days preceding the Valuation Date.  Such portfolio securities (together with any cash or other assets) shall be delivered by Global Opportunity Bond to the Custodian for the account of Emerging Markets Debt on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers.  The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps.  Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian.  The cash delivered shall be in the form of a Federal Funds wire, payable to the order of “JPMorgan Chase Bank, N.A., Custodian for Morgan Stanley Emerging Markets Debt Fund.”

3.3           In the event that on the Valuation Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of both Funds, accurate appraisal of the value of the net assets of Emerging Markets Debt or the Global Opportunity Bond Assets is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored.

3.4           If requested, Global Opportunity Bond shall deliver to Emerging Markets Debt or its designee (a) at the Closing, a list, certified by its Secretary, of the names, addresses and taxpayer identification numbers of the Stockholders of Global Opportunity Bond and the number and percentage ownership of outstanding Global Opportunity Bond shares owned by each such Global Opportunity Bond Stockholder, all as of the Valuation Date, and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Stockholders of Global Opportunity Bond’ taxpayer identification numbers and their liability for or exemption from back-up withholding.  Emerging Markets Debt shall issue and deliver to such Secretary a confirmation evidencing delivery of Emerging Markets Debt Shares to be credited on the Closing Date to Global Opportunity Bond or provide evidence satisfactory to Global Opportunity Bond that such Emerging Markets Debt Shares have been credited to Global Opportunity Bond’s account on the books of Emerging Markets Debt.  At the Closing, each party shall deliver to the other such bills of

sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

4.COVENANTS OF EMERGING MARKETS DEBT AND GLOBAL OPPORTUNITY BOND

4.1Except as otherwise expressly provided herein with respect to Global Opportunity Bond, the Funds each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and other distributions.

4.2Emerging Markets Debt will prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-14 under the Securities Act of 1933, as amended (the “1933 Act”), relating to Emerging Markets Debt Shares (“Registration Statement”).  Global Opportunity Bond will provide Emerging Markets Debt with the Proxy Materials as described in paragraph 4.3 below, for inclusion in the Registration Statement.  Global Opportunity Bond will further provide Emerging Markets Debt with such other information and documents relating to Global Opportunity Bond as are reasonably necessary for the preparation of the Registration Statement.

4.3Global Opportunity Bond will call a meeting of its stockholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.  Global Opportunity Bond will prepare the notice of meeting, form of proxy and proxy statement (collectively, “Proxy Materials”) to be used in connection with such meeting; provided that Emerging Markets Debt will furnish Global Opportunity Bond with such information relating to Emerging Markets Debt as is reasonably necessary for the preparation of the Proxy Materials.

4.4Global Opportunity Bond will assist Emerging Markets Debt in obtaining such information as Emerging Markets Debt reasonably requests concerning the beneficial ownership of Global Opportunity Bond shares.

4.5Subject to the provisions of this Agreement, Emerging Markets Debt and Global Opportunity Bond will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

4.6Global Opportunity Bond shall furnish or cause to be furnished to Emerging Markets Debt within 30 days after the Closing Date a statement of Global Opportunity Bond’s assets and liabilities as of the Closing Date, which statement shall be certified by Global Opportunity Bond’s Treasurer and shall be in accordance with generally accepted accounting principles consistently applied.  As promptly as practicable, but in any case within 60 days after the Closing Date, Global Opportunity Bond shall furnish Emerging Markets Debt, in such form as is reasonably satisfactory to Emerging Markets Debt, a statement certified by Global Opportunity Bond’s Treasurer of Global Opportunity Bond’s earnings and profits for federal income tax purposes that will be carried over to Emerging Markets Debt pursuant to Section 381 of the Code.

4.7As soon after the Closing Date as is reasonably practicable, Global Opportunity Bond (a) shall prepare and file all federal and other tax returns and reports of Global Opportunity Bond required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed and (b) shall pay all federal and other taxes shown as due thereon and/or all federal and other taxes that were unpaid as of the Closing Date, including without limitation, all taxes for which the provision for payment was made as of the Closing Date (as represented in paragraph 5.2(k)).

4.8Emerging Markets Debt agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and the 1940 Act and to make such filings required by the state Blue Sky and securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

5.REPRESENTATIONS AND WARRANTIES

5.1Emerging Markets Debt represents and warrants to Global Opportunity Bond as follows:

(a)Emerging Markets Debt is a validly existing Maryland corporation with full power to carry on its business as presently conducted;

(b)Emerging Markets Debt is a duly registered, closed-end management investment company, and its registration with the Commission as an investment company under the 1940 Act and the registration of its shares under the 1933 Act are in full force and effect;

(c)All of the issued and outstanding shares of Emerging Markets Debt have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws.  Shares of Emerging Markets Debt are registered in all jurisdictions in which they are required to be registered under state securities laws and other laws, and said registrations, including any periodic reports or supplemental filings, are complete and current, all fees required to be paid have been paid, and Emerging Markets Debt is not subject to any stop order and is fully qualified to sell its shares in each state in which its shares have been registered;

(d)Emerging Markets Debt is not in, and the execution, delivery and performance of this Agreement will not result in a, material violation of any provision of Emerging Markets Debt’s Charter or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which Emerging Markets Debt is a party or by which it is bound;

(e)No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against Emerging Markets Debt or any of its properties or assets which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business; and Emerging Markets Debt knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects, or is reasonably likely to materially and adversely affect, its business or its ability to consummate the transactions herein contemplated;

(f)The Statement of Assets and Liabilities, Statement of Operations, Statement of Changes in Net Assets and Financial Highlights for the fiscal year ended December 31, 2008, of Emerging Markets Debt audited by [·], Emerging Markets Debt’s independent registered public accounting firm (copies of which will be furnished to Global Opportunity Bond), fairly present, in all material respects, Emerging Markets Debt’s financial condition as of such date in accordance with generally accepted accounting principles, and its results of such operations, changes in its net assets and financial highlights for such period, and as of such date there will be no known liabilities of Emerging Markets Debt (contingent or otherwise) not disclosed therein that would be required in accordance with generally accepted accounting principles to be disclosed therein;

(g)All issued and outstanding Emerging Markets Debt Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof.  Emerging Markets Debt does not have outstanding any options, warrants or other rights to subscribe for or purchase any of its shares;

(h)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Emerging Markets Debt, and this Agreement constitutes a valid and binding obligation of Emerging Markets Debt enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.  No other consents, authorizations or approvals are necessary in connection with Emerging Markets Debt’s performance of this Agreement;

(i)Emerging Markets Debt Shares to be issued and delivered to Global Opportunity Bond, for the account of the Stockholders of Global Opportunity Bond, pursuant to the terms of this Agreement will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Emerging Markets Debt Shares, and will be fully paid and non-assessable with no personal liability attaching to the ownership thereof;

(j)All material federal and other tax returns and reports of Emerging Markets Debt required by law to be filed on or before the Closing Date have been filed and are correct, and all federal and other taxes shown as due or required to be shown as due on said returns and reports have been paid or provision has been made for the payment thereof, and to the best of Emerging Markets Debt’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to any such return;

(k)For each taxable year since its inception, Emerging Markets Debt has met the requirements of Subchapter M of the Code for qualification and treatment as a “regulated investment company” and neither the execution or delivery of nor the performance of its obligations under this Agreement will adversely affect, and no other events are reasonably likely to occur which will adversely affect the ability of Emerging Markets Debt to continue to meet the requirements of Subchapter M of the Code;

(l)Since December 31, 2008, there has been no change by Emerging Markets Debt in accounting methods, principles or practices, including those required by generally accepted accounting principles;

(m)The information furnished or to be furnished by Emerging Markets Debt for use in registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto; and

(n)The Proxy Materials to be included in the Registration Statement (only insofar as they relate to Emerging Markets Debt) will, on the effective date of the Registration Statement and on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading.

5.2Global Opportunity Bond represents and warrants to Emerging Markets Debt as follows:

(a)Global Opportunity Bond is a validly existing Maryland corporation with full power to carry on its business as presently conducted;

(b)Global Opportunity Bond is a duly registered, closed-end, management investment company, and its registration with the Commission as an investment company under the 1940 Act and the registration of its shares under the 1933 Act are in full force and effect;

(c)All of the issued and outstanding shares of beneficial interest of Global Opportunity Bond have been offered and sold in compliance in all material respects with applicable requirements of the 1933 Act and state securities laws.  Shares of Global Opportunity Bond are registered in all jurisdictions in which they are required to be registered and said registrations, including any periodic reports or supplemental filings, are complete and current, all fees required to be paid have been paid, and Global Opportunity Bond is not subject to any stop order and is fully qualified to sell its shares in each state in which its shares have been registered;

(d)Global Opportunity Bond is not in, and the execution, delivery and performance of this Agreement will not result in a, material violation of any provision of Global Opportunity Bond’s Charter or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which Global Opportunity Bond is a party or by which it is bound;

(e)No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against Global Opportunity Bond or any of its properties or assets which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business; and Global Opportunity Bond knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects, or is reasonably likely to materially and adversely affect, its business or its ability to consummate the transactions herein contemplated;

(f)The Statement of Assets and Liabilities, Statement of Operations, Statement of Changes in Net Assets and Financial Highlights of Global Opportunity Bond for the fiscal year ended December 31, 2008, audited by [·], Global Opportunity Bond’s independent registered public accounting firm (copies of which have been or will be furnished to Emerging Markets Debt) fairly present, in all material respects, Global Opportunity Bond’s financial condition as of such date, and its results of operations, changes in its net assets and financial highlights for such period in accordance with generally accepted accounting principles, and as of such date there were no known liabilities of Global Opportunity Bond (contingent or otherwise) not disclosed therein that would be required in accordance with generally accepted accounting principles to be disclosed therein;

(g)Global Opportunity Bond has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it prior to the Closing Date;

(h)All issued and outstanding shares of Global Opportunity Bond are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof.  Global Opportunity Bond does not have outstanding any options, warrants or other rights to subscribe for or purchase any of its shares, nor is there outstanding any security convertible to any of its shares.  All such shares will, at the time of Closing, be held by the persons and in the amounts set forth in the list of stockholders submitted to Emerging Markets Debt pursuant to paragraph 3.4;

(i)The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of Global Opportunity Bond, and subject to the approval of Global Opportunity Bond’s stockholders, this Agreement constitutes a valid and binding obligation of Global Opportunity Bond, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.  No other consents, authorizations or approvals are necessary in connection with Global Opportunity Bond’s performance of this Agreement;

(j)All material federal and other tax returns and reports of Global Opportunity Bond required by law to be filed on or before the Closing Date shall have been filed and are correct and all federal and other taxes shown as due or required to be shown as due on said returns and reports have been paid or provision has been made for the payment thereof, and to the best of Global Opportunity Bond’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to any such return;

(k)For each taxable year since its inception, Global Opportunity Bond has met all the requirements of Subchapter M of the Code for qualification and treatment as a “regulated investment company” and neither the execution or delivery of nor the performance of its obligations under this Agreement will adversely affect, and no other events are reasonably likely to occur which will adversely affect the ability of Global Opportunity Bond to continue to meet the requirements of Subchapter M of the Code;

(l)At the Closing Date, Global Opportunity Bond will have good and valid title to the Global Opportunity Bond Assets, subject to no liens (other than the obligation, if any, to pay the purchase price of portfolio securities purchased by Global Opportunity Bond which have not settled prior to the Closing Date), security interests or other encumbrances, and full right, power and authority to assign, deliver and otherwise transfer such assets hereunder, and upon delivery and payment for such assets, Emerging Markets Debt will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including any restrictions as might arise under the 1933 Act;

(m)On the effective date of the Registration Statement, at the time of the meeting of Global Opportunity Bond’s stockholders and on the Closing Date, the Proxy Materials (exclusive of the currently effective Emerging Markets Debt Prospectus contained therein) will (i) comply in all material respects with the provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act and the regulations thereunder and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  Any other information furnished by Global Opportunity Bond for use in the Registration Statement or in any other manner that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete and shall comply in all material respects with applicable federal securities and other laws and regulations thereunder;

(n)Global Opportunity Bond will, on or prior to the Valuation Date, declare one or more dividends or other distributions to stockholders that, together with all previous dividends and other distributions to stockholders, shall have the effect of distributing to the stockholders substantially all of its investment company taxable income and net capital gain, if any, through the Valuation Date (computed without regard to any deduction for dividends paid);

(o)Global Opportunity Bond has maintained or has caused to be maintained on its behalf all books and accounts as required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and the rules thereunder; and

(p)Global Opportunity Bond is not acquiring Emerging Markets Debt Shares to be issued hereunder for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.

6.CONDITIONS PRECEDENT TO OBLIGATIONS OF GLOBAL OPPORTUNITY BOND

The obligations of Global Opportunity Bond to consummate the transactions provided for herein shall be subject, at its election, to the performance by Emerging Markets Debt of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

6.1All representations and warranties of Emerging Markets Debt contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;

6.2Emerging Markets Debt shall have delivered to Global Opportunity Bond a certificate of its President and Treasurer, in a form reasonably satisfactory to Global Opportunity Bond and dated as of the Closing Date, to the effect that the representations and warranties of Emerging Markets Debt made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as Global Opportunity Bond shall reasonably request;

6.3Global Opportunity Bond shall have received a favorable opinion from Clifford Chance US LLP, counsel to Emerging Markets Debt, dated as of the Closing Date, to the effect that:

(a)Emerging Markets Debt is a validly existing Maryland corporation, and has the power to own all of its properties and assets and to carry on its business as presently conducted (Maryland counsel may be relied upon in delivering such opinion); (b) Emerging Markets Debt is a duly registered, closed-end management investment company, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (c) this Agreement has been duly authorized, executed and delivered by Emerging Markets Debt and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and regulations thereunder and assuming due authorization, execution and delivery of this Agreement by Global Opportunity Bond, is a valid and binding obligation of Emerging Markets Debt enforceable against Emerging Markets Debt in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles; (d) Emerging Markets Debt Shares to be issued to Stockholders of Global Opportunity Bond as provided by this Agreement are duly authorized and upon such delivery will be validly issued, fully paid and non-assessable, and no stockholder of Emerging Markets Debt has any preemptive rights to subscription or purchase in respect thereof (Maryland counsel may be relied upon in delivering such opinion); (e) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Emerging Markets Debt’s Article of Incorporation or By-Laws; and (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or any state is required for the consummation by Emerging Markets Debt of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities laws; and

6.4As of the Closing Date, there shall have been no material change in the investment objectives, policies and restrictions nor any increase in the investment advisory fees from those described in Emerging Markets Debt’s Annual Report dated December 31, 2008 and Statement of Additional Information dated December 31, 2008.

7.CONDITIONS PRECEDENT TO OBLIGATIONS OF EMERGING MARKETS DEBT

The obligations of Emerging Markets Debt to complete the transactions provided for herein shall be subject, at its election, to the performance by Global Opportunity Bond of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

7.1All representations and warranties of Global Opportunity Bond contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;

7.2Global Opportunity Bond shall have delivered to Emerging Markets Debt at the Closing a certificate of its President and its Treasurer, in form and substance satisfactory to Emerging Markets Debt and dated as of the Closing Date, to the effect that the representations and warranties of Global Opportunity Bond made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as Emerging Markets Debt shall reasonably request;

7.3Global Opportunity Bond shall have delivered to Emerging Markets Debt a statement of the Global Opportunity Bond Assets and its liabilities, together with a list of Global Opportunity Bond’s portfolio securities and other assets showing the respective adjusted bases and holding periods thereof for income tax purposes, as of the Closing Date, certified by the Treasurer of Global Opportunity Bond;

7.4Emerging Markets Debt shall have received at the Closing a favorable opinion from Clifford Chance US LLP, counsel to Global Opportunity Bond, dated as of the Closing Date to the effect that:

(a)Global Opportunity Bond is a validly existing Maryland corporation and has the power to own all of its properties and assets and to carry on its business as presently conducted (Maryland counsel may be relied upon in delivering such opinion); (b) Global Opportunity Bond is a duly registered, closed-end management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (c) this Agreement has been duly authorized, executed and delivered by Global Opportunity Bond and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and the regulations thereunder and assuming due authorization, execution and delivery of this Agreement by Emerging Markets Debt, is a valid and binding obligation of Global Opportunity Bond enforceable against Global Opportunity Bond in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles; (d) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Global Opportunity Bond’s Declaration of Trust or By-Laws; and (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or any state is required for the consummation by Global Opportunity Bond of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities laws; and

7.5On the Closing Date, the Global Opportunity Bond Assets shall include no assets that Emerging Markets Debt, by reason of limitations of Emerging Markets Debt’s Charter or otherwise, may not properly acquire.

8.FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EMERGING MARKETS DEBT AND GLOBAL OPPORTUNITY BOND

The obligations of Global Opportunity Bond and Emerging Markets Debt hereunder are each subject to the further conditions that on or before the Closing Date:

8.1This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of Global Opportunity Bond in accordance with the provisions of Global Opportunity Bond’s Declaration of Trust, and certified copies of the resolutions evidencing such approval shall have been delivered to Emerging Markets Debt;

8.2On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;

8.3All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including “no-action” positions of and exemptive orders from such federal and state authorities) deemed necessary by Emerging Markets Debt or Global Opportunity Bond to permit consummation, in all material respects, of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve risk of a material adverse effect on the assets or properties of Emerging Markets Debt or Global Opportunity Bond;

8.4The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act;

8.5Global Opportunity Bond shall have declared and paid a dividend or dividends and/or other distribution or distributions that, together with all previous such dividends or distributions, shall have the effect of distributing to the Stockholders of Global Opportunity Bond substantially all of Global Opportunity Bond’s investment company taxable income (computed without regard to any deduction for dividends paid) and substantially all of its net capital gain (after reduction for any capital loss carry-forward and computed without regard to any deduction for dividends paid) for all taxable years ending on or before the Closing Date; and

8.6The parties shall have received the opinion of the law firm of Clifford Chance US LLP (based on such representations as such law firm shall reasonably request), addressed to Emerging Markets Debt and Global Opportunity Bond, which opinion shall not be a “covered opinion” within the meaning of Internal Revenue Service Circular 230 and may be relied upon by the stockholders of Global Opportunity Bond (but solely to the extent consistent with such opinion not being a “covered opinion”), substantially to the effect that, for federal income tax purposes:

(a)The transfer of Global Opportunity Bond’s assets in exchange for Emerging Markets Debt Shares and the assumption by Emerging Markets Debt of certain stated liabilities of Global Opportunity Bond followed by the distribution by Global Opportunity Bond of Emerging Markets Debt Shares to the Stockholders of Global Opportunity Bond in exchange for their Global Opportunity Bond shares pursuant to and in accordance with the terms of the Reorganization Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code, and Global Opportunity Bond and Emerging Markets Debt will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b)No gain or loss will be recognized by Emerging Markets Debt upon the receipt of the assets of Global Opportunity Bond solely in exchange for Emerging Markets Debt Shares and the assumption by Emerging Markets Debt of the stated liabilities of Global Opportunity Bond;

(c)No gain or loss will be recognized by Global Opportunity Bond upon the transfer of the assets of Global Opportunity Bond to Emerging Markets Debt in exchange for Emerging Markets Debt Shares and the assumption by Emerging Markets Debt of the stated liabilities or upon the distribution of Emerging Markets Debt Shares to the Stockholders of Global Opportunity Bond in exchange for their Global Opportunity Bond shares;

(d)No gain or loss will be recognized by the Stockholders of Global Opportunity Bond upon the exchange of the Global Opportunity Bond shares for Emerging Markets Debt Shares;

(e)The aggregate tax basis for Emerging Markets Debt Shares received by each Global Opportunity Bond Stockholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Global Opportunity Bond shares held by each such Global Opportunity Bond Stockholder immediately prior to the Reorganization;

(f)The holding period of Emerging Markets Debt Shares to be received by each Global Opportunity Bond Stockholder will include the period during which the Global Opportunity Bond shares surrendered in exchange therefor were held (provided such Global Opportunity Bond shares were held as capital assets on the date of the Reorganization);

(g)The tax basis of the assets of Global Opportunity Bond acquired by Emerging Markets Debt will be the same as the tax basis of such assets to Global Opportunity Bond immediately prior to the Reorganization; and

(h)The holding period of the assets of Global Opportunity Bond in the hands of Emerging Markets Debt will include the period during which those assets were held by Global Opportunity Bond.

Notwithstanding anything herein to the contrary, neither Emerging Markets Debt nor Global Opportunity Bond may waive the conditions set forth in this paragraph 8.7.

9.FEES AND EXPENSES

9.1(a)[Emerging Markets Debt shall bear its expenses incurred in connection with the entering into, and carrying out of, the provisions of this Agreement, including legal, accounting, Commission registration fees and Blue Sky expenses.  Global Opportunity Bond shall bear its expenses incurred in connection with the entering into and carrying out of the provisions of this Agreement, including legal and accounting fees, printing, filing and proxy solicitation expenses and portfolio transfer taxes (if any) incurred in connection with the consummation of the transactions contemplated herein.]

(b)In the event the transactions contemplated herein are not consummated by reason of Global Opportunity Bond being either unwilling or unable to go forward (other than by reason of the non-fulfillment or failure of any condition to Global Opportunity Bond’s obligations specified in this Agreement), Global Opportunity Bond’s only obligation hereunder shall be to reimburse Emerging Markets Debt for all reasonable out-of-pocket fees and expenses incurred by Emerging Markets Debt in connection with those transactions.

(c)In the event the transactions contemplated herein are not consummated by reason of Emerging Markets Debt being either unwilling or unable to go forward (other than by reason of the non-fulfillment or failure of any condition to Emerging Markets Debt’s obligations specified in this Agreement), Emerging Markets Debt’s only obligation hereunder shall be to reimburse Global Opportunity Bond for all reasonable out-of-pocket fees and expenses incurred by Global Opportunity Bond in connection with those transactions.

10.ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1This Agreement constitutes the entire agreement between the parties.

10.2The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of Global Opportunity Bond hereunder shall not survive the dissolution and complete liquidation of Global Opportunity Bond in accordance with Section 1.9.

11.TERMINATION

11.1This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a)by the mutual written consent of Global Opportunity Bond and Emerging Markets Debt;

(b)by either Emerging Markets Debt or Global Opportunity Bond by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before May 18, 2010; or

(c)by either Emerging Markets Debt or Global Opportunity Bond, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Stockholders of Global Opportunity Bond fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

11.2(a)Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of Emerging Markets Debt or Global Opportunity Bond, or the Directors or officers of Emerging Markets Debt or Global Opportunity Bond, to any other party or its Directors or officers.

(b)Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of Emerging Markets Debt or Global Opportunity Bond, or the Directors or officers of Emerging Markets Debt or Global Opportunity Bond, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out-of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees.

12.AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties.

13.MISCELLANEOUS

13.1The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.2This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

13.3This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

13.4This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party.  Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

13.5The obligations and liabilities of Emerging Markets Debt hereunder are solely those of Emerging Markets Debt.  It is expressly agreed that no stockholder, nominee, director, officer, agent, or employee of Emerging Markets Debt shall be personally liable hereunder.  The execution and delivery of this Agreement have been authorized by the Directors of Emerging Markets Debt and signed by authorized officers of Emerging Markets Debt acting as such, and neither such authorization by such Directors nor such execution and delivery by such officers

shall be deemed to have been made by any of them individually or to impose any liability on any of them personally.

13.6The obligations and liabilities of Global Opportunity Bond hereunder are solely those of Global Opportunity Bond.  It is expressly agreed that no stockholder, nominee, director, officer, agent or employee of Global Opportunity Bond shall be personally liable hereunder.  The execution and delivery of this Agreement have been authorized by the Directors of Global Opportunity Bond and signed by authorized officers of Global Opportunity Bond acting as such, and neither such authorization by such Directors nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer.

MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.
By:
	Name:
	Title:
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
By:
	Name:
	Title:

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

PART B
STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information (the “SAI”) relates to the shares of common stock (“common shares”) of Morgan Stanley Emerging Markets Debt Fund, Inc. (“Emerging Markets Debt”) to be issued pursuant to an Agreement and Plan of Reorganization, dated June 19, 2009, between Emerging Markets Debt and Morgan Stanley Global Opportunity Bond Fund, Inc. (“Global Opportunity Bond” and, together with Emerging Markets Debt, the “Funds”) in connection with the acquisition by Emerging Markets Debt of substantially all of the assets and the assumption by Emerging Markets Debt of substantially all of the liabilities of Global Opportunity Bond.  This SAI does not constitute a prospectus.  This SAI does not include all information that a stockholder should consider before voting on the proposal contained in the Proxy Statement and Prospectus, and, therefore, should be read in conjunction with the related Proxy Statement and Prospectus, dated [—], 2009 (the “Proxy Statement and Prospectus”).  The Proxy Statement and Prospectus has been filed with the Securities and Exchange Commission (the “Commission”) and may be obtained without charge by mailing a written request to Morgan Stanley Emerging Markets Debt Fund, Inc., c/o JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017 or by calling (800) 231-2608 (toll-free).  Please retain this document for future reference.

The date of this SAI is [—], 2009.

TABLE OF CONTENTS

	Page
Introduction	B-1
Fund History	B-1
Investment Objectives and Policies	B-1
Investment Restrictions	B-12
Management of the Funds	B-15
Portfolio Transactions and Brokerage	B-26
Net Asset Value	B-28
Dividends, Distributions and Tax Status	B-28
Code of Ethics	B-33
Proxy Voting Policy and Procedures	B-34
Financial Statements	B-34
Appendix A Morgan Stanley Investment Management Proxy Voting Policy and Procedures	Appendix A-1

i

INTRODUCTION

This SAI is intended to supplement the information provided in the Proxy Statement and Prospectus concerning the Funds.  The Proxy Statement and Prospectus has been sent to Global Opportunity Bond’s stockholders in connection with the solicitation of proxies by the Board of Directors of Global Opportunity Bond to be voted at the Special Meeting of Stockholders of Global Opportunity Bond to be held on November 18, 2009.  This SAI incorporates by reference, the entire Proxy Statement and Prospectus, the Annual Report of Emerging Markets Debt for the fiscal year ended December 31, 2008, [the Semi-Annual Report for Emerging Markets Debt for the period ended June 30, 2009] and the Annual Report of Global Opportunity Bond for the fiscal year ended December 31, 2008.

FUND HISTORY

Emerging Markets Debt 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 “1940 Act”).  Global Opportunity Bond was incorporated in Maryland on March 31, 1994, and is registered as a non-diversified, closed-end management investment company under the 1940 Act.

INVESTMENT OBJECTIVES AND POLICIES

General

The Funds are non-diversified, closed-end management investment companies.  The primary investment objective of the Funds is to produce high current income, with a secondary investment objective of capital appreciation. The Funds are designed primarily for long-term investment and investors should not consider any Fund to be a short-term trading vehicle.  As with all investment companies, there can be no assurance that each Fund’s investment objective will be achieved.

Under normal market circumstances, Emerging Markets Debt invests at least 80% of its assets in debt securities of government and government related issuers located in emerging countries, entities organized to restructure outstanding debt of such issuers and debt securities of corporate issuers located in or organized under the laws of emerging countries.  Emerging Markets Debt seeks to achieve its objective by investing at least 65% of its total assets in debt securities of government and government-related issuers located in emerging market countries (including participations in loans between governments and financial institutions), and of entities organized to restructure outstanding debt of such issuers.  In addition, Emerging Markets Debt may invest up to 35% of its total assets in debt securities of corporate issuers located in or organized under the laws of emerging countries.

Global Opportunity Bond seeks to achieve its investment objective through investments primarily in high yield bonds of issuers located throughout the world, including U.S. issuers and issuers in emerging countries.  Under normal market circumstances, Global Opportunity Bond invests at least 80% of its net assets in bonds.  Global Opportunity Bond invests at least 65% of its total assets in high yield bonds.  Global Opportunity Bond may also invest up to 35% of its total assets in high yielding fixed income equity instruments such as preferred stock.  Global Opportunity Bond allocates its assets among three types of investments: (i) high yield non-investment grade bonds of U.S. and non-U.S. corporate issuers, (ii) emerging country bonds and (iii) high yield investment grade bonds of U.S. and non-U.S. issuers, including corporations, trusts, partnerships, government and government-related entities and supranational entities.

Each Fund’s investment objectives (and each Fund’s investment restrictions set forth below under “Investment Restrictions”) are fundamental policies of the Fund and may not be changed without the approval of the holders of a “majority of the Fund’s outstanding voting securities,” which means the lesser of (i) 67% or more of the common shares of the Fund represented at a meeting of stockholders, if the holders of more than 50% of the outstanding common shares of the Fund are present or represented by proxy, and (ii) more than 50% of the outstanding common shares of the Fund.  Each Fund’s other investment policies described below, except as set forth under “Investment Restrictions,” are non-fundamental and may be changed by the Fund without stockholder approval.

B-1

Investment Strategies and Risks

Derivatives.  Each Fund may, but is not required to, use various derivatives and related investment strategies as described below.  Derivatives may be used for a variety of purposes including hedging, risk management, portfolio management or to earn income.  Any or all of the investment techniques described herein may be used at any time and there is no particular strategy that dictates the use of one technique rather than another, as the use of any derivative by the Fund is a function of numerous variables, including market conditions.  Each Fund complies with applicable regulatory requirements when using derivatives, including the segregation of liquid assets when mandated by the Commission rules or Commission staff positions.  Although the Adviser seeks to use derivatives to further each Fund’s investment objective, no assurance can be given that the use of derivatives will achieve this result.

Options.  An option is a contract that gives the holder of the option the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the seller of the option (the “option writer”) the underlying security at a specified fixed price (the “exercise price”) prior to a specified date (the “expiration date”).  The buyer of the option pays to the option writer the option premium, which represents the purchase price of the option.

Exchange traded options are issued by a regulated intermediary such as the Options Clearing Corporation (“OCC”), which guarantees the performance of the obligations of the parties to such option.  OTC options are purchased from or sold to counterparties through direct bilateral agreement between the counterparties.  Certain options, such as options on individual securities, are settled through physical delivery of the underlying security, whereas other options, such as index options, are settled in cash in an amount based on the value of the underlying instrument multiplied by a specified multiplier.

Writing Options.  Each Fund may write call and put options.  As the writer of a call option, a Fund receives the premium from the purchaser of the option and has the obligation, upon exercise of the option, to deliver the underlying security upon payment of the exercise price.  If the option expires without being exercised the Fund is not required to deliver the underlying security but retains the premium received.

Each Fund may only write call options that are “covered.” A call option on a security is covered if (a) the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, such amount is maintained by the Fund in segregated liquid assets) upon conversion or exchange of other securities held by the Fund; or (b) the Fund has purchased a call on the underlying security, the exercise price of which is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.

Selling call options involves the risk that a Fund may be required to sell the underlying security at a disadvantageous price, below the market price of such security, at the time the option is exercised.  As the writer of a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the underlying security covering the option above the sum of the premium and the exercise price but retains the risk of loss should the price of the underlying security decline.

Each Fund may write put options.  As the writer of a put option, the Fund receives the premium from the purchaser of the option and has the obligation, upon exercise of the option, to pay the exercise price and receive delivery of the underlying security.  If the option expires without being exercised, a Fund is not required to receive the underlying security in exchange for the exercise price but retains the option premium.

Each Fund may only write put options that are “covered.” A put option on a security is covered if (a) the Fund segregates liquid assets equal to the exercise price; or (b) the Fund has purchased a put on the same security as the put written, the exercise price of which is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets.

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Selling put options involves the risk that the Fund may be required to buy the underlying security at a disadvantageous price, above the market price of such security, at the time the option is exercised.  While a Fund’s potential gain in writing a covered put option is limited to the premium received plus the interest earned on the liquid assets covering the put option, the Fund’s risks of loss is equal to the entire value of the underlying security, offset only by the amount of the premium received.

Each Fund may close out an options position which it has written through a closing purchase transaction.  Each Fund would execute a closing purchase transaction with respect to a call option written by purchasing a call option on the same underlying security and having the same exercise price and expiration date as the call option written by the Fund.  Each Fund would execute a closing purchase transaction with respect to a put option written by purchasing a put option on the same underlying security and having the same exercise price and expiration date as the put option written by the Fund.  A closing purchase transaction may or may not result in a profit to a Fund.  Each Fund could close out its position as an option writer only if a liquid secondary market exists for options of that series and there is no assurance that such a market will exist with respect to any particular option.

The writer of a option generally has no control over the time when the option is exercised and the option writer is required to deliver or acquire the underlying security.  Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option.  Thus, the use of options may require a Fund to buy or sell portfolio securities at inopportune times or for prices other than the current market values of such securities, may limit the amount of appreciation the Fund can realize on an investment, or may cause the Fund to hold a security that it might otherwise sell.

Purchasing Options.  Each Fund may purchase call and put options.  As the buyer of a call option, a Fund pays the premium to the option writer and has the right to purchase the underlying security from the option writer at the exercise price.  If the market price of the underlying security rises above the exercise price, a Fund could exercise the option and acquire the underlying security at a below market price, which could result in a gain to the Fund, minus the premium paid.  As the buyer of a put option, a Fund pays the premium to the option writer and has the right to sell the underlying security to the option writer at the exercise price.  If the market price of the underlying security declines below the exercise price, a Fund could exercise the option and sell the underlying security at an above market price, which could result in a gain to a Fund, minus the premium paid.  Each Fund may buy call and put options whether or not it holds the underlying securities.

As a buyer of a call or put option, a Fund may sell put or call options that it has purchased at any time prior to such option’s expiration date through a closing sale transaction.  The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security in relation to the exercise price of the option, the volatility of the underlying security, the underlying security’s dividend policy, and the time remaining until the expiration date.  A closing sale transaction may or may not result in a profit to a Fund.  Each Fund’s ability to initiate a closing sale transaction is dependent upon the liquidity of the options market and there is no assurance that such a market will exist with respect to any particular option.  If a Fund does not exercise or sell an option prior to its expiration date, the option expires and becomes worthless.

OTC Options.  Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size and strike price, the terms of OTC options generally are established through negotiation between the parties to the options contract.  This type of arrangement allows the purchaser and writer greater flexibility to tailor the option to their needs.  OTC options are available for a greater variety of securities or baskets of securities, and in a wider range of expiration dates and exercise prices than exchange traded options.  However, unlike exchange traded options, which are issued and guaranteed by a regulated intermediary, such as the OCC, OTC options are entered into directly with the counterparty.  Unless the counterparties provide for it, there is no central clearing or guaranty function for an OTC option.  Therefore, OTC options are subject to the risk of default or non-performance by the counterparty.  Accordingly, the Investment Adviser must assess the creditworthiness of the counterparty to determine the likelihood that the terms of the option will be satisfied.  There can be no assurance that a continuous liquid secondary market will exist for any particular OTC option at any specific time.  As a result, the Fund may be unable to enter into closing sale transactions with respect to OTC options.

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Index Options.  Call and put options on indices operate similarly to options on securities.  Rather than the right to buy or sell a single security at a specified price, options on an index give the holder the right to receive, upon exercise of the option, an amount of cash determined by reference to the value of the underlying index.  The underlying index may be a broad-based index or a narrower market index.  Unlike options on securities, all settlements are in cash.  The settlement amount, which the writer of a index option must pay to the holder of the option upon exercise, is generally equal to the difference between the fixed exercise price of the option and the value of the underlying index, multiplied by a specified multiplier.  The multiplier determines the size of the investment position the option represents.  Gain or loss to the Fund on index options transactions will depend on price movements in the underlying securities market generally or in a particular segment of the market rather than price movements of individual securities.  As with other options, the Fund may close out its position in index options through closing purchase transactions and closing sale transactions provided that a liquid secondary market exists for such options.

Index options written by a Fund will generally be covered in a manner similar to the covering of other types of options, by holding an offsetting financial position and/or segregating liquid assets.  Each Fund may cover call options written on an index by owning securities whose price changes, in the opinion of the  Investment Adviser, are expected to correlate to those of the underlying index.

Foreign Currency Options.  Options on foreign currencies operate similarly to options on securities.  Rather than the right to buy or sell a single security at a specified price, options on foreign currencies give the holder the right to buy or sell foreign currency for a fixed amount in U.S. dollars.  Options on foreign currencies are traded primarily in the OTC market, but may also be traded on United States and foreign exchanges.  The value of a foreign currency option is dependent upon the value of the underlying foreign currency relative to the U.S. dollar.  The price of the option may vary with changes in the value of either or both currencies and has no relationship to the investment merits of a foreign security.  Options on foreign currencies are affected by all of those factors which influence foreign exchange rates and foreign investment generally.  As with other options, the Fund may close out its position in foreign currency options through closing purchase transactions and closing sale transactions provided that a liquid secondary market exists for such options.

Foreign currency options written by the Fund will generally be covered in a manner similar to the covering of other types of options, by holding an offsetting financial position and/or segregating liquid assets.

Additional Risks of Options Transactions.  The risks associated with options transactions are different from, and possibly greater than, the risks associated with investing directly in the underlying instruments.  Options are highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments.  The use of options requires an understanding not only of the underlying instrument but also of the option itself.  Options may be subject to the risk factors generally applicable to derivatives transactions described herein, and may also be subject to certain additional risk factors, including:

·The exercise of options written or purchased by a Fund could cause the Fund to sell portfolio securities, thus increasing the Fund’s portfolio turnover.

·Each Fund pays brokerage commissions each time it writes or purchases an option or buys or sells an underlying security in connection with the exercise of an option.  Such brokerage commissions could be higher relative to the commissions for direct purchases of sales of the underlying securities.

·Each Fund’s options transactions may be limited by limitations on options positions established by the exchanges on which such options are traded.

·The hours of trading for exchange listed options may not coincide with the hours during which the underlying securities are traded.  To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying securities that cannot be reflected in the options markets.

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·Index options based upon a narrower index of securities may present greater risks than options based on broad market indexes, as narrower indexes are more susceptible to rapid and extreme fluctuations as a result of changes in the values of a small number of securities.

·Each Fund is subject to the risk of market movements between the time that an option is exercised and the time of performance thereunder, which could increase the extent of any losses suffered by the Fund in connection with options transactions.

Futures Contracts.  A futures contract is a standardized agreement between two parties to buy or sell a specific quantity of a commodity at a specific price at a specific future time (the “settlement date”).  Futures contracts may be based on a specified equity security (securities futures), a specified debt security or reference rate (interest rate futures), the value of a specified securities index (index futures) or the value of a foreign currency (forward contracts and currency futures).  The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument.  The buyer of a futures contract agrees to purchase the underlying instrument on the settlement date and is said to be “long” the contract.  The seller of a futures contract agrees to sell the underlying instrument on the settlement date and is said to be “short” the contract.  Futures contracts differ from options in that they are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transaction.  Futures contracts call for settlement only on the expiration date and cannot be “exercised” at any other time during their term.

Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date (such as in the case of securities futures and interest rate futures based on a specified debt security) or by payment of a cash settlement amount on the settlement date (such as in the case of futures contracts relating to interest rates, foreign currencies and broad-based securities indexes).  In the case of cash settled futures contracts, the settlement amount is equal to the difference between the reference instrument’s price on the last trading day of the contract and the reference instrument’s price at the time the contract was entered into.  Most futures contracts, particularly futures contracts requiring physical delivery, are not held until the settlement date, but instead are offset before the settlement date through the establishment of an opposite and equal futures position (buying a contract that had been sold, or selling a contract that had been purchased).  All futures transactions (except currency forward contracts) are effected through a clearinghouse associated with the exchange on which the futures are traded.

The buyer and seller of a futures contract are not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date.  However, both the buyer and seller are required to deposit “initial margin” with a futures commodities merchant when the futures contract is entered into.  Initial margin deposits are typically calculated as a percentage of the contract’s market value.  If the value of either party’s position declines, the party will be required to make additional “variation margin” payments to settle the change in value on a daily basis.  The process is known as “marking-to-market.” Upon the closing of a futures position through the establishment of an offsetting position, a final determination of variation margin will be made and additional cash will be paid by or released to the Fund.

In addition, a Fund may be required to maintain segregated liquid assets in order to cover futures transactions.  The Fund will segregate liquid assets in an amount equal to the difference between the market value of a futures contract entered into by a Fund and the aggregate value of the initial and variation margin payments made by the Fund with respect to such contract or as otherwise permitted by Commission rules or Commission staff positions.  See “Regulatory Matters” below.

Currency Forward Contracts and Currency Futures.  A foreign currency forward contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies at a specified future time at a specified rate.  The rate specified by the forward contract can be higher or lower than the spot rate between the currencies that are the subject of the contract.  Settlement of a foreign currency forward contract for the purchase of most currencies typically must occur at a bank based in the issuing nation.  Currency futures are similar to currency forward contracts, except that they are traded on an exchange and standardized as to contract size and delivery date.  Most currency futures call for payment or delivery in U.S. dollars.  Unanticipated changes in currency prices may result in losses to the Fund and poorer overall performance for a Fund than if it had not entered

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into forward contracts.  Each Fund may enter into forward contracts under various circumstances.  The typical use of a forward contract is to “lock in” the price of a security in U.S. dollars or some other foreign currency, which the Fund is holding in its portfolio.  By entering into a forward contract for the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying security transactions, a Fund may be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar or other currency which is being used for the security purchase and the foreign currency in which the security is denominated during the period between the date on which the security is purchased or sold and the date on which payment is made or received.  The Investment Adviser also may from time to time utilize forward contracts for other purposes.  For example, they may be used to hedge a foreign security held in the portfolio or a security which pays out principal tied to an exchange rate between the U.S. dollar and a foreign currency, against a decline in value of the applicable foreign currency.  They also may be used to lock in the current exchange rate of the currency in which those securities anticipated to be purchased are denominated.  At times, a Fund may enter into “cross-currency” hedging transactions involving currencies other than those in which securities are held or proposed to be purchased are denominated.

Each Fund will not enter into forward contracts or maintain a net exposure to these contracts where the consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund’s portfolio securities.

When required by law, a Fund will cause its custodian bank to earmark cash, U.S. government securities or other appropriate liquid portfolio securities in an amount equal to the value of a Fund’s total assets committed to the consummation of forward contracts entered into under the circumstances set forth above.  If the value of the securities so earmarked declines, additional cash or securities will be earmarked on a daily basis so that the value of such securities will equal the amount of a Fund’s commitments with respect to such contracts.

Each Fund may be limited in its ability to enter into hedging transactions involving forward contracts by the Internal Revenue Code of 1986, as amended (the “Code”), requirements relating to qualification as a regulated investment company.

Forward contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could result in losses.  The contracts also may increase a Fund’s volatility and may involve a significant amount of risk relative to the investment of cash.

Options on Futures Contracts.  Options on futures contracts are similar to options on securities except that options on futures contracts give the purchasers the right, in return for the premium paid, to assume a position in a futures contract (a long position in the case of a call option and a short position in the case of a put option) at a specified exercise price at any time prior to the expiration of the option.  Upon exercise of the option, the parties will be subject to all of the risks associated with futures transactions and subject to margin requirements.  As the writer of options on futures contracts, the Fund would also be subject to initial and variation margin requirements on the option position.

Options on futures contracts written by a Fund will generally be covered in a manner similar to the covering of other types of options, by holding an offsetting financial position and/or segregating liquid assets.  The Fund may cover an option on a futures contract by purchasing or selling the underlying futures contract.  In such instances the exercise of the option will serve to close out the Fund’s futures position.

Additional Risk of Futures Transactions.  The risks associated with futures contract transactions are different from, and possibly greater than, the risks associated with investing directly in the underlying instruments.  Futures are highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments.  The use of futures requires an understanding not only of the underlying instrument but also of the futures contract itself.  Futures may be subject to the risk factors generally applicable to derivatives transactions described herein, and may also be subject to certain additional risk factors, including:

·The risk of loss in buying and selling futures contracts can be substantial.  Small price movements in the commodity underlying a futures position may result in immediate and substantial loss (or gain) to a Fund.

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·Buying and selling futures contracts may result in losses in excess of the amount invested in the position in the form of initial margin.  In the event of adverse price movements in the underlying commodity, security, index, currency or instrument, a Fund would be required to make daily cash payments to maintain its required margin. Each Fund may be required to sell portfolio securities, or make or take delivery of the underlying securities in order to meet daily margin requirements at a time when it may be disadvantageous to do so.  The Fund could lose margin payments deposited with a futures commodities merchant if the futures commodities merchant breaches its agreement with a Fund, becomes insolvent or declares bankruptcy.

·Most exchanges limit the amount of fluctuation permitted in futures contract prices during any single trading day.  Once the daily limit has been reached in a particular futures contract, no trades may be made on that day at prices beyond that limit.  If futures contract prices were to move to the daily limit for several trading days with little or no trading, a Fund could be prevented from prompt liquidation of a futures position and subject to substantial losses.  The daily limit governs only price movements during a single trading day and therefore does not limit the Fund’s potential losses.

·Index futures based upon a narrower index of securities may present greater risks than futures based on broad market indexes, as narrower indexes are more susceptible to rapid and extreme fluctuations as a result of changes in value of a small number of securities.

Swap Contracts and Related Derivative Instruments.  A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indexes, reference rates, currencies or other instruments.  Most swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other).  Each Fund’s obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty.  Swap agreements are not entered into or traded on exchanges and there is no central clearing or guaranty function for swaps.  Therefore, swaps are subject to the risk of default or non-performance by the counterparty.  Accordingly, the Adviser must assess the creditworthiness of the counterparty to determine the likelihood that the terms of the swap will be satisfied.

Swap agreements allow for a wide variety of transactions.  For example, fixed rate payments may be exchanged for floating rate payments, U.S. dollar denominated payments may be exchanged for payments denominated in foreign currencies, and payments tied to the price of one security, index, reference rate, currency or other instrument may be exchanged for payments tied to the price of a different security, index, reference rate, currency or other instrument.  Swap contracts are typically individually negotiated and structured to provide exposure to a variety of particular types of investments or market factors.  Swap contracts can take many different forms and are known by a variety of names.  To the extent consistent with a Fund’s investment objectives and policies, a Fund is not limited to any particular form or variety of swap contract. Each Fund may utilize swaps to increase or decrease its exposure to the underlying instrument, reference rate, foreign currency, market index or other asset.  The Fund may also enter into related derivative instruments including caps, floors and collars.

Each Fund may be required to cover swap transactions.  Obligations under swap agreements entered into on a net basis are generally accrued daily and any accrued but unpaid amounts owed by the Fund to the swap counterparty will be covered by segregating liquid assets.  If the Fund enters into a swap agreement on other than a net basis, the Fund will segregate liquid assets with a value equal to the full amount of the Fund’s accrued obligations under the agreement.

Interest Rate Swaps, Caps, Floors and Collars.  Interest rate swaps consist of an agreement between two parties to exchange their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments).  Interest rate swaps are generally entered into on a net basis.  Interest rate swaps do not involved the delivery of securities, other underlying assets, or principal.  Accordingly, the risk of loss with respect to interest rate and total rate of return swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make.

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Each Fund may also buy or sell interest rate caps, floors and collars.  The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a specified notional amount from the party selling the interest rate cap.  The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a specified notional amount from the party selling the interest rate floor.  A collar is a combination of a cap and a floor that preserves a certain return within a predetermined range of interest rate of values.  Caps, floors and collars may be less liquid that other types of swaps.  If a Fund sells caps, floors and collars, it will segregate liquid assets with a value equal to the full amount, accrued daily, of the Fund’s net obligations with respect to the caps, floors or collars.

Index Swaps.  An index swap consists of an agreement between two parties in which a party exchanges a cash flow based on a notional amount of a reference index for a cash flow based on a different index or on another specified instrument or reference rate.  Index swaps are generally entered into on a net basis.

Currency Swaps.  A currency swap consists of an agreement between two parties to exchange cash flows on a notional amount of two or more currencies based on the relative value differential among them, such as exchanging a right to receive a payment in foreign currency for the right to receive U.S. dollars.  Currency swap agreements may be entered into on a net basis or may involve the delivery of the entire principal value of one designated currency in exchange for the entire principal value of another designated currency.  In such cases, the entire principal value of a currency swap is subject to the risk that the counterparty will default on its contractual delivery obligations.

Credit Default Swaps.  A credit default swap consists of an agreement between two parties in which the “buyer” agrees to pay to the “seller” a periodic stream of payments over the term of the contract and the seller agrees to pay the buyer the par value (or other agreed-upon value) of a referenced debt obligation upon the occurrence of a credit event with respect to the issuer of the referenced debt obligation.  Generally, a credit event means bankruptcy, failure to pay, obligation acceleration or modified restructuring.  Each Fund may be either the buyer or seller in a credit default swap.  As the buyer in a credit default swap, a Fund would pay to the counterparty the periodic stream of payments.  If no default occurs, the Fund would receive no benefit from the contract.  As the seller in a credit default swap, a Fund would receive the stream of payments but would be subject to exposure on the notional amount of the swap, which it would be required to pay in the event of default.  Each Fund will generally segregate liquid assets to cover any potential obligation under a credit default swap sold by the Fund.  The use of credit default swaps could result in losses to the Fund if the Adviser fails to correctly evaluate the creditworthiness of the issuer of the referenced debt obligation.

Swaptions.  An option on a swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index.  A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index.  Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

General Risks of Swaps.  The risks associated with swap transactions are different from, and possibly greater than, the risks associated with investing directly in the underlying instruments.  Swaps are highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments.  The use of swaps requires an understanding not only of the underlying instrument but also of the swap contract itself.  Swap transactions may be subject to the risk factors generally applicable to derivatives transactions described above, and may also be subject to certain additional risk factors, including:

·Swap agreements are not traded on exchanges and not subject to government regulation like exchange traded derivatives.  As a result, parties to a swap agreement are not protected by such government regulations as participants in transactions in derivatives traded on organized exchanges.

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·In addition to the risk of default by the counterparty, if the creditworthiness of a counterparty to a swap agreement declines, the value of the swap agreement would be likely to decline, potentially resulting in losses.

·The swaps market is a relatively new market and is largely unregulated.  It is possible that further developments in the swaps market, including potential governmental regulation, could adversely affect the Fund’s ability to utilize swaps, terminate existing swap agreements or realize amounts to be received under such agreements.

Structured Investments. Each Fund also may invest a portion of their assets in structured notes and other types of structured investments (referred to collectively as “structured products”).  A structured note is a derivative security for which the amount of principal repayment and/or interest payments is based on the movement of one or more “factors.” These factors include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices.  Some of these factors may or may not correlate to the total rate of return on one or more underlying instruments referenced in such notes.  The cash flow or rate of return on a structured note may be determined by applying a multiplier to the rate of total return on the referenced factor.  Application of a multiplier is comparable to the use of financial leverage, a speculative technique.  Leverage magnifies the potential for gain and the risk of loss.  As a result, a relatively small decline in the value of the referenced factor could result in a relatively large loss in the value of a structured note.

Investments in structured notes involve risks including interest rate risk, credit risk and market risk.  Where a Fund’s investments in structured notes are based upon the movement of one or more factors, including currency exchange rates, interest rates, referenced bonds and stock indices, depending on the factor used and the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations.  Additionally, changes in the reference factor may cause the interest rate on the structured note to be reduced to zero and any further changes in the reference factor may then reduce the principal amount payable on maturity.  Structured notes may be less liquid than other types of securities and more volatile than the reference factor underlying the note.

Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the investment characteristics of underlying investment interests or securities.  These investment entities may be structured as trusts or other types of pooled investment vehicles.  This type of restructuring generally involves the deposit with or purchase by an entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments.  The cash flow or rate of return on the underlying investments may be apportioned among the newly issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest rate provisions.  Each Fund may have the right to receive payments to which it is entitled only from the structured investment, and generally does not have direct rights against the issuer.  Holders of structured investments bear risks of the underlying investment and are subject to counterparty risk.  While certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured investment vehicles generally pay their share of the investment vehicle’s administrative and other expenses.

Certain structured investments may be thinly traded or have a limited trading market and may have the effect of increasing a Fund’s illiquidity to the extent that such Fund, at a particular point in time, may be unable to find qualified buyers for these securities.

Combined Transactions.  Combined transactions involve entering into multiple derivatives transactions (such as multiple options transactions, including purchasing and writing options in combination with each other; multiple futures transactions; and combinations of options, futures, forward and swap transactions) instead of a single derivatives transaction in order to customize the risk and return characteristics of the overall position.  Combined transactions typically contain elements of risk that are present in each of the component transactions.  Each Fund may enter into a combined transaction instead of a single derivatives transaction when, in the opinion of the Investment Adviser, it is in the best interest of the Fund to do so.  Because combined transactions involve multiple transactions, they may result in higher transaction costs and may be more difficult to close out.

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Regulatory Matters.  As described herein, each Fund may be required to cover its potential economic exposure to certain derivatives transactions by holding an offsetting financial position and/or segregating liquid assets equal in value to the Fund’s potential economic exposure under the transaction.  Each Fund will cover such transactions as described herein or in such other manner as may be in accordance with applicable laws and regulations.  Assets used to cover derivatives transactions cannot be sold while the derivatives position is open, unless they are replaced by other appropriate assets.  Segregated liquid assets and assets held in margin accounts are not otherwise available to a Fund for investment purposes.  If a large portion of a Fund’s assets are used to cover derivatives transactions or are otherwise segregated, it could affect portfolio management or the Fund’s ability to meet redemption requests or other current obligations.  With respect to derivatives which are cash-settled (i.e., have no physical delivery requirement), a Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market net obligations (i.e., a Fund’s daily net liability) under the derivative, if any, rather than the derivative’s full notional value or the market value of the instrument underlying the derivative, as applicable.  By setting aside assets equal to only its net obligations under cash-settled derivatives, the Fund will have the ability to employ leverage to a greater extent than if a Fund were required to segregate assets equal to the full notional amount of the derivative or the market value of the underlying instrument, as applicable.

Each of the exchanges and other trading facilitates on which options are traded has established limitations on the maximum number of put or call options on a given underlying security that may be written by a single investor or group of investors acting in concert, regardless of whether the options are written on different exchanges or through one or more brokers.  These position limits may restrict the number of listed options which a Fund may write.  Option positions of all investment companies advised by the Investment Adviser are combined for purposes of these limits.  An exchange may order the liquidation of positions found to be in excess of these limits and may impose certain other sanctions or restrictions.

Each Fund’s use of derivatives may be limited by the requirements of the Code, for qualification as a regulated investment company for U.S. federal income tax purposes.

The CFTC eliminated limitations on futures trading by certain regulated entities, including registered investment companies, and consequently registered investment companies may engage in unlimited futures transactions and options thereon provided that the investment adviser to the company claims an exclusion from regulation as a commodity pool operator.  In connection with its management of a Fund, the Adviser has claimed such an exclusion from registration as a commodity pool operator under the Commodity Exchange Act (“CEA”).  Therefore, it is not subject to the registration and regulatory requirements of the CEA.  Therefore, there are no limitations on the extent to which a Fund may engage in non-hedging transactions involving futures and options thereon except as set forth in the Fund’s Prospectus or SAI.  There is no overall limitation on the percentage of the Fund’s net assets which may be subject to a hedge position.

Other Investments

Private Placements and Restricted Securities.  The Funds may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or which are otherwise not readily marketable.  (Securities eligible for resale pursuant to Rule 144A under the Securities Act, and determined to be liquid pursuant to the procedures discussed in the following paragraph, are not subject to the foregoing restriction.)  These securities are generally referred to as private placements or restricted securities.  Limitations on the resale of these securities may have an adverse effect on their marketability, and may prevent the Fund from disposing of them promptly at reasonable prices.  The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration.

Rule 144A permits a Fund to sell restricted securities to qualified institutional buyers without limitation.  The Adviser, pursuant to procedures adopted by the Directors, will make a determination as to the liquidity of each restricted security purchased by the Fund.  If a restricted security is determined to be “liquid,” the security will not be included within the category “illiquid securities.”  However, investing in Rule 144A securities could have the effect of increasing the level of Fund illiquidity to the extent a Fund, at a particular point in time, may be unable to find qualified institutional buyers interested in purchasing such securities.

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Warrants.  Each Fund may invest in equity linked securities or equity linked instruments such as warrants. Warrants give holders the right, but not the obligation, to buy common stock or fixed income securities of an issuer at a given price, usually higher than the market price at the time of issuance, during a specified period.  Warrants are usually freely transferable. The risk of investing in a warrant is that the warrant may expire prior to the market value of the underlying security exceeding the price fixed by the warrant. The leveraging effect of investment in warrants and the volatility of warrant prices make the risk attached to the investment in warrants higher than in the case of investment in equities.

Purchasing warrants would entitle a Fund, upon exercise of the warrant, to receive any appreciation in the market price of the underlying security over approximately the market price at the time of purchase.  Warrants are exercisable over specified periods, have no rights, pay no dividends and have no rights with respect to the corporations issuing them.

Repurchase Agreements.  Each Fund may invest in repurchase agreements.  When cash may be available for only a few days, it may be invested by Global Opportunity Bond in repurchase agreements until such time as it may otherwise be invested or used for payments of obligations of Global Opportunity Bond.  These agreements, which may be viewed as a type of secured lending by Global Opportunity Bond, typically involve the acquisition by Global Opportunity Bond of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer.  The agreement provides that Global Opportunity Bond will sell back to the institution, and that the institution will repurchase, the underlying security serving as collateral at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase.  The collateral will be marked-to-market daily to determine that the value of the collateral, as specified in the agreement, does not decrease below the purchase price plus accrued interest.  If such decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization.  Global Opportunity Bond will accrue interest from the institution until the time when the repurchase is to occur.  Although this date is deemed by the Fund to be the maturity date of a repurchase agreement, the maturities of securities subject to repurchase agreements are not subject to any limits.

While repurchase agreements involve certain risks not associated with direct investments in debt securities, Global Opportunity Bond follows procedures approved by the Directors that are designed to minimize such risks.  These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions whose financial condition will be continually monitored by the Adviser.  In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement.  In the event of a default or bankruptcy by a selling financial institution, Global Opportunity Bond will seek to liquidate such collateral.  However, the exercising of Global Opportunity Bond’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, Global Opportunity Bond could suffer a loss.

Brady Bonds.  The Funds may invest in Brady Bonds.  Brady Bonds are emerging market securities.  They are created by exchanging existing commercial bank loans to foreign entities for new obligations for the purpose of restructuring the issuers’ debts under a plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the Brady Plan). Brady Bonds have been issued fairly recently, and, accordingly, do not have a long payment history.  They may be collateralized or uncollateralized and issued in various currencies (although most are dollar-denominated). They are actively traded in the over-the-counter secondary market.  Each Fund will only invest in Brady Bonds consistent with quality specifications.

Dollar-denominated, collateralized Brady Bonds may be fixed rate par bonds or floating rate discount bonds.  These Brady Bonds are generally collateralized in full as to principal due at maturity by U.S. Treasury Zero Coupon Obligations having the same maturity as the Brady Bonds.  Interest payments on these Brady Bonds generally are collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter.  Certain Brady Bonds are entitled to “value recovery payments” in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized.

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Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the “residual risk”). In the event of a default with respect to collateralized Brady Bonds as a result of which the payment obligations of the issuer are accelerated, the U.S. Treasury Zero Coupon Obligations held as collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed.  The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments due on the Brady Bonds in the normal course.  In light of the residual risk of the Brady Bonds and, among other factors, the history of default with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds generally are viewed as speculative.

Convertible Securities. Each Fund may invest in securities which are convertible into common stock or other securities of the same or a different issuer or into cash within a particular period of time at a specified price or formula.  Convertible securities are generally fixed-income securities (but may include preferred stock) and generally rank senior to common stocks in a corporation’s capital structure and, therefore, entail less risk than the corporation’s common stock.  The value of a convertible security is a function of its “investment value” (its value as if it did not have a conversion privilege), and its “conversion value” (the security’s worth if it were to be exchanged for the underlying security, at market value, pursuant to its conversion privilege).

To the extent that a convertible security’s investment value is greater than its conversion value, its price will be primarily a reflection of such investment value and its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security (the credit standing of the issuer and other factors may also have an effect on the convertible security’s value).  If the conversion value exceeds the investment value, the price of the convertible security will rise above its investment value and, in addition, will sell at some premium over its conversion value.  (This premium represents the price investors are willing to pay for the privilege of purchasing a fixed-income security with a possibility of capital appreciation due to the conversion privilege.)  At such times the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security. Convertible securities may be purchased by a Fund at varying price levels above their investment values and/or their conversion values in keeping with the Fund’s objective.

Each Fund may invest in convertible securities that are below investment grade. Debt securities rated below investment grade are commonly known as “junk bonds.”  Although each Fund selects these securities primarily on the basis of their equity characteristics, investors should be aware that convertible securities rated in these categories are considered high risk securities; the rating agencies consider them speculative with respect to the issuer’s continuing ability to make timely payments of interest and principal.  Thus, to the extent that such convertible securities are acquired by a Fund, there is a greater risk as to the timely repayment of the principal of, and timely payment of interest or dividends on, such securities than in the case of higher-rated convertible securities.

Inverse Floaters.  Each Fund may invest in inverse floaters.  Investments in inverse floaters are subject to certain risks.  Like most other fixed-income securities, the value of inverse floaters will decrease as interest rates increase.  They are more volatile, however, than most other fixed-income securities because the coupon rate on an inverse floater typically changes at a multiple of the change in the relevant index rate.  Thus, any rise in the index rate (as a consequence of an increase in interest rates) causes a corresponding greater drop in the coupon rate of an inverse floater while a drop in the index rate causes a correspondingly greater increase in the coupon of an inverse floater.  Some inverse floaters may also increase or decrease substantially because of changes in the rate of prepayments.

INVESTMENT RESTRICTIONS

The restrictions listed below have been adopted by each Fund as fundamental policies.  Under the 1940 Act, a fundamental policy may not be changed without the vote of a majority of the outstanding voting securities of a Fund.  The 1940 Act defines a majority as the lesser of (a) 67% or more of the common shares represented at a meeting of stockholders, if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (b) more than 50% of the outstanding common shares of a Fund.  For purposes of the following restrictions:  (i) all percentage limitations apply immediately after a purchase or initial investment, and

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(ii) any subsequent change in any applicable percentage resulting from market fluctuations or other changes in total or net assets does not require elimination of any security from the portfolio, except in the case of borrowing and investments in illiquid securities.

Also, if a Fund receives from an issuer of securities held by the Fund subscription rights to purchase securities of that issuer, and if the Fund exercises such subscription rights at a time when the Fund’s portfolio holdings of securities of that issuer would otherwise exceed the limits set forth below, it will not constitute a violation if, prior to receipt of securities upon exercise of such rights, and after announcement of such rights, the Fund has sold at least as many securities of the same class and value as it would receive on exercise of such rights.

As a matter of fundamental policy:

1.Emerging Markets Debt may not invest more than 25% of its total assets in a particular industry (including for this purpose any securities issued by a government other than the U.S. government).

2.Emerging Markets Debt may not make any investment for the purpose of exercising control or management.

3.Emerging Markets Debt may not buy or sell commodities or commodity contracts or real estate or interests in real estate, except that it may purchase and sell futures contracts on stock indices and foreign currencies, securities which are secured by real estate or commodities, and securities of companies which invest or deal in real estate or commodities.

4.Emerging Markets Debt may not make loans, except that the Fund may (i) buy and hold debt instruments in accordance with its investment objective and policies, (ii) enter into repurchase agreements to the extent permitted under applicable law, and (iii) make loans of portfolio securities.

5.Emerging Markets Debt may not act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under applicable securities laws.

6.Emerging Markets Debt may issue senior securities or borrow money in an amount not in excess of 331/3% of the Fund’s total assets (not including the amount borrowed).

7.Emerging Markets Debt may purchase securities on margin and engage in short sales of securities.

As a matter of fundamental policy:

1.Global Opportunity Bond may not buy or sell commodities or real estate, except that it may purchase and sell interest rate futures contracts and futures contracts on stock indices and foreign currencies, securities of companies which deal in real estate and may purchase and sell securities which are secured by interests in real estate.

2.Global Opportunity Bond may not make loans except that the Fund may (i) purchase bonds in accordance with its investment objectives and policies, (ii) enter into repurchase agreements in accordance with its investment objectives and policies and (iii) lend its portfolio securities so long as such loans are not inconsistent with the 1940 Act or interpretations of the Commission thereunder.

3.Global Opportunity Bond may not underwrite the securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed an underwriter under applicable securities laws.

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4.Global Opportunity Bond may not invest for the purpose of exercising control over management of any company.

5.Global Opportunity Bond may not acquire any securities if, as a result of such acquisition, more than 25% of the value of the Fund’s total assets would be invested in a particular industry; provided, however, that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities; and provided further that the foregoing restriction will not be deemed to prohibit the Fund from purchasing the securities of any issuer pursuant to the exercise of rights distributed to the Fund by the issuer.

6.Global Opportunity Bond may not issue senior securities or borrow money, except for (a) preferred stock and other senior securities (including borrowing money, including on margin if margin securities are owned, entering into reverse repurchase agreements and entering into similar transactions) not in excess of 331/3% of its total assets and (b) borrowings up to 5% of its total assets (including the amount borrowed) for temporary or emergency purposes (including for clearance of transactions, repurchase of its common shares or payment of dividends), without regard to the amount of senior securities outstanding under clause (a) above; provided, however, that the Fund’s obligations under when-issued and delayed delivery transactions and similar transactions and reverse repurchase agreements are not treated as senior securities if covering assets are appropriately segregated, and the use of hedging transactions shall not be deemed to involve the issuance of a “senior security” or a “borrowing.” For purposes of clauses (a) and (b) above, the term “total assets” shall be calculated after giving effect to the net proceeds of senior securities issued by the Fund reduced by any liabilities and indebtedness not constituting senior securities except for such liabilities and indebtedness as are excluded from treatment as senior securities by this item (6).

As a matter of operating policy, which may be changed by a Fund’s Board without stockholder vote, the Funds will not purchase securities on margin, except such short-term credits as may be necessary for clearance of transactions and the maintenance of margin with respect to futures contracts.

With respect to Emerging Markets Debt, as a matter of operating policy, which may be changed by the Fund’s Board without stockholder vote, Emerging Markets Debt will not:

1.Issue senior securities, borrow money or pledge its assets, except that (i) the Fund may borrow from lenders and enter into reverse repurchase agreements in an amount not to exceed 33 1/3% of its total assets (including the amount borrowed), (ii) such short-term credits as may be necessary for the clearance or settlement of transactions are not considered borrowings or senior securities, and (iii) the Fund may borrow up to an additional 5% of its total assets (including the amount borrowed) for temporary or emergency purposes without regard to the amount of senior securities and borrowings outstanding.  The Fund may pledge its assets to secure such borrowings.

Unlike fundamental policies, operating policies of the Funds may be changed by the Directors of the applicable Fund, without a vote of the Fund’s stockholders, if the Directors determine such action is warranted.  Each Fund will notify its stockholders of any change in any of the operating policies set forth above.

Under the 1940 Act, the Funds may invest only up to 10% of its total assets in the aggregate in shares of other investment companies and only up to 5% of its total assets in any one investment company, provided the investment does not represent more than 3% of the voting stock of the acquired investment company at the time such shares are purchased.  As a stockholder in any investment company, each Fund will bear its ratable share of that investment company’s expenses, and would remain subject to payment of the Fund’s management, advisory and administrative fees with respect to assets so invested.

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MANAGEMENT OF THE FUNDS

Board of Directors

Each Fund’s Board of Directors (the “Board”) oversees the management of each Fund, but does not itself manage the Funds.  The Directors review various services provided by or under the direction of the Adviser to ensure that each Fund’s general investment policies and programs are properly carried out.  The Directors also conduct their review to ensure that administrative services are provided to the Funds in a satisfactory manner.

Under state law, the duties of the Directors are generally characterized as a duty of loyalty and a duty of care.  The duty of loyalty requires a Director to exercise his or her powers in the interest of a Fund and not the Director’s own interest or the interest of another person or organization.  A Director satisfies his or her duty of care by acting in good faith with the care of an ordinarily prudent person and in a manner the Director reasonably believes to be in the best interest of the Funds’ and its stockholders.

Directors and Officers

The Directors are divided into three classes.  Directors serve for a three-year term and until their successors have been duly elected and qualify.  The Board of each Fund consists of six Directors.  Certain of these individuals also serve as directors or trustees for certain of the funds advised by the Adviser and Morgan Stanley AIP GP LP (the “Institutional Funds”) and by Morgan Stanley Investment Advisors Inc. (the “Retail Funds”).  Nine Directors have no affiliation or business connection with the Adviser or any of its affiliated persons and do not own any stock or other securities issued by the Adviser’s parent company, Morgan Stanley.  These are the “non-interested” or “Independent” Directors.  The other Director (the “Interested Director”) is affiliated with the Adviser.

The Independent Directors of the Funds, their age, address, term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex (defined below) overseen by each Independent Director (effective December 31, 2008) and other directorships, if any, held by the Directors, are shown below.  The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser (including, but not limited to, Morgan Stanley Investment Advisors Inc.).

Name, Age and Address of Independent Director	Position(s) Held with Registrant	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Independent Director	Other Directorships Held by Independent Director
Frank L. Bowman (64) c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Directors 1177 Avenue of the Americas New York, NY 10036	Director	Since August 2006	President, Strategic Decisions, LLC (consulting) (since February 2009); Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee (since February 2007); served as President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) through November 2008; retired as Admiral, U.S. Navy in January 2005 after serving over 8 years as Director of the Naval Nuclear Propulsion Program and Deputy Administrator — Naval Reactors in the National Nuclear Security Administration at the U.S. Department of Energy (1996-2004), Knighted as Honorary Knight Commander of the Most Excellent Order of the British Empire; Awarded the Officer de l’Orde National du Mérite by the French Government.	168	Director of the Armed Services YMCA of the USA; member, BP America External Advisory Council (energy); member, National Academy of Engineers.

*This is the earliest date the Director began serving the Retail Funds or Institutional Funds.  Each Director serves for a three-year term and until his or her respective successor is duly elected and qualifies.

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Name, Age and Address of Independent Director	Position(s) Held with Registrant	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Independent Director	Other Directorships Held by Independent Director
Michael Bozic (68) c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Directors 1177 Avenue of the Americas New York, NY 10036	Director	Since April 1994	Private investor; Chairperson of the Compliance and Insurance Committee (since October 2006); Director or Trustee of the Retail Funds (since April 1994) and Institutional Funds (since July 2003); formerly, Chairperson of the Insurance Committee (July 2006-September 2006); Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co.	170	Director of various business organizations.
Kathleen A. Dennis (56) c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Directors 1177 Avenue of the Americas New York, NY 10036	Director	Since August 2006	President, Cedarwood Associates (mutual fund and investment management consulting) (since July 2006); Chairperson of the Money Market and Alternatives Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006).	168	Director of various non-profit organizations.
Dr. Manuel H. Johnson (60) c/o Johnson SmickGroup, Inc. 888 16th Street, N.W.Suite 740Washington, D.C. 20006	Director	Since July 1991	Senior Partner, Johnson Smick International, Inc. (consulting firm); Chairperson of the Investment Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 1991) and Institutional Funds (since July 2003); Co- Chairman and a founder of the Group of Seven Council (G7C) (international economic commission); formerly, Chairperson of the Audit Committee (July 1991-September 2006); Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury.	170	Director of NVR, Inc. (home construction); Director of Evergreen Energy.
Joseph J. Kearns (67) c/o Kearns & Associates LLC PMB754 23852 Pacific Coast Highway Malibu, CA 90265	Director	Since August 1994	President, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 2003) and Institutional Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003-September 2006) and Chairperson of the Audit Committee of the Institutional Funds (October 2001-July 2003); CFO of the J. Paul Getty Trust.	171	Director of Electro Rent Corporation (equipment leasing) and The Ford Family Foundation.

*This is the earliest date the Director began serving the Retail Funds or Institutional Funds.  Each Director serves for a three-year term and until his or her respective successor is duly elected and qualifies.

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Name, Age and Address of Independent Director	Position(s) Held with Registrant	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Independent Director	Other Directorships Held by Independent Director
Michael F. Klein (50) c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Directors 1177 Avenue of the Americas New York, NY 10036	Director	Since August 2006	Managing Director, Aetos Capital, LLC (since March 2000) and Co-President, Aetos Alternatives Management, LLC (since January 2004); Chairperson of the Fixed Income Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly, Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, President, Morgan Stanley Institutional Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999).	168	Director of certain investment funds managed or sponsored by Aetos Capital, LLC. Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals).
Michael E. Nugent (73) c/o Triumph Capital, L.P. 445 Park Avenue New York, NY 10022	Chairperson of the Board and Director	Since August 2006	General Partner, Triumph Capital, L.P. (private investment partnership); Chairperson of the Boards of the Retail Funds and Institutional Funds (since July 2006); Director or Trustee of the Retail Funds (since July 1991) and Institutional Funds (since July 2001); formerly, Chairperson of the Insurance Committee (until July 2006).	170	None.
W. Allen Reed (62) c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Directors 1177 Avenue of the Americas New York, NY 10036	Director	Since August 2006	Chairperson of the Equity Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly, President and CEO of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994-December 2005).	168	Director of Temple-Inland Industries (packaging and forest products); Director of Legg Mason, Inc. and Director of the Auburn University Foundation.
Fergus Reid (77) c/o Lumelite Plastics Corporation85 Charles Colman Blvd. Pawling, NY 12564	Director	Since June 1992	Chairman, Lumelite Plastics Corporation; Chairperson of the Governance Committee and Director or Trustee of the Retail Funds (since July 2003) and Institutional Funds (since June 1992).	171	Trustee and Director of certain investment companies in the JPMorgan Funds complex managed by JP Morgan Investment Management Inc.

*      This is the earliest date the Director began serving the Retail Funds or Institutional Funds.  Each Director serves for a three-year term and until his or her respective successor is duly elected and qualifies.

The Director who is affiliated with the Adviser or affiliates of the Adviser (as set forth below) and executive officers of the Fund, their age, address, term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by the Interested Director (as of December 31, 2008) and the other directorships, if any, held by the Interested Director, are shown below.

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Name, Age and Address of Interested Director	Position(s) Held with Registrant	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Interested Director	Other Directorships Held by Independent Director
James F. Higgins (61) c/o Morgan Stanley Trust Harborside Financial Center Plaza Two Jersey City, NJ 07311	Director	Since June 2000	Director or Trustee of the Retail Funds (since June 2000) and Institutional Funds (since July 2003); Senior Advisor of Morgan Stanley (since August 2000).	169	Director of AXA Financial, Inc. and The Equitable Life Assurance Society of the United States (financial services).

*This is the earliest date the Director began serving the Retail Funds or Institutional Funds.  Each Director serves for a three-year term and until his or her respective successor is duly elected and qualifies.

Executive Officers:

Name, Age and Address of Executive Officer	Position(s)Held with Registrant	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years
Randy Takian (34)522 Fifth AvenueNew York, NY 10036	President and Principal Executive Officer	Since September 2008	President and Principal Executive Officer (since September 2008) of funds in the Fund Complex; President and Chief Executive Officer of Morgan Stanley Services Company Inc. (since September 2008). President of Morgan Stanley Investment Advisors Inc. (since July 2008). Head of the Retail and Intermediary business within Morgan Stanley Investment Management (since July 2008). Head of Liquidity and Bank Trust business (since July 2008) and the Latin American franchise (since July 2008) at Morgan Stanley Investment Management. Managing Director, Director and/or Officer of Morgan Stanley Investment Management Inc. and various entities affiliated with Morgan Stanley Investment Management Inc. Formerly Head of Strategy and Product Development for the Alternatives Group and Senior Loan Investment Management. Formerly with Bank of America (July 1996-March 2006), most recently as Head of the Strategy, Mergers and Acquisitions team for Global Wealth and Investment Management.
Kevin Klingert (47) 522 Fifth AvenueNew York, NY 10036	Vice President	Since June 2008	Global Head, Chief Operating Officer and acting Chief Investment Officer of the Global Fixed Income Group of Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Advisors Inc. (since April 2008). Head of Global Liquidity Portfolio Management and co-Head of Liquidity Credit Research of Morgan Stanley Investment Management (since December 2007). Managing Director of Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Advisors Inc. (since December 2007). Previously, Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock (October 1991 to January 2007).
Carsten Otto (45) 522 Fifth AvenueNew York, NY 10036	Chief Compliance Officer	Since October 2004	Managing Director and Global Head of Compliance for Morgan Stanley Investment Management (since April 2007) and Chief Compliance Officer of the Retail Funds and Institutional Funds (since October 2004). Formerly, U.S. Director of Compliance (October 2004-April 2007) and Assistant Secretary and Assistant General Counsel of the Retail Funds.
Stefanie V. Chang Yu (42) 522 Fifth AvenueNew York, NY 10036	Vice President	Since December 1997	Managing Director of the Adviser and various entities affiliated with the Adviser; Vice President of the Retail Funds (since July 2002) and Institutional Funds (since December 1997); Secretary of various entities affiliated with the Adviser.

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Name, Age and Address of Executive Officer	Position(s)Held with Registrant	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years
Mary E. Mullin (42) 522 Fifth AvenueNew York, NY 10036	Secretary	Since August 2006	Executive Director of the Adviser and various entities affiliated with the Adviser; Secretary of the Retail Funds (since July 2003) and Institutional Funds (since June 1999).
James E. Garrett (40) 522 Fifth AvenueNew York, NY 10036	Treasurer and Chief Financial Officer	Treasurer since February 2002 and Chief Financial Officer since July 2003	Head of Global Fund Administration; Managing Director of the Adviser and various entities affiliated with the Adviser; Treasurer and Chief Financial Officer of the Institutional Funds.

*This is the earliest date the Officer began serving the Retail Funds or Institutional Funds.  Each Officer serves for a three-year term and until his or her respective successor is duly elected and qualifies.

For each Director, the dollar range of equity securities beneficially owned by the Director in the Funds and in the Family of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Adviser, Morgan Stanley Investment Advisors Inc. and Morgan Stanley AIP GP LP) for the calendar year ended December 31, 2008, is set forth in the table below.

Name of Director	Dollar Range of Equity Securities in Emerging Markets Debt (As of December 31, 2008)	Dollar Range of Equity Securities in Global Opportunity Bond (As of December 31, 2008)	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies (As of December 31, 2008)
Independent:
Frank L. Bowman(1)	none	none	over $100,000
Michael Bozic	none	none	over $100,000
Kathleen A. Dennis	none	none	over $100,000
Manuel H. Johnson	none	none	over $100,000
Joseph J. Kearns(1)	none	none	over $100,000
Michael F. Klein	none	none	over $100,000
Michael E. Nugent	none	none	over $100,000
W. Allen Reed(1)	$1-10,000	none	over $100,000
Fergus Reid(1)	none	none	over $100,000
Interested:
James F. Higgins	none	none	over $100,000

(1)Includes the total amount of compensation deferred by the Director at his election pursuant to a deferred compensation plan.  Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Retail Funds or Institutional Funds (or portfolio thereof) that are offered as investment options under the plan.

As to each Independent Director and his immediate family members, no person owned beneficially or of record securities in an investment adviser or principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of the Funds.

Independent Directors and the Committees.  Law and regulation establish both general guidelines and specific duties for the Independent Directors.  Each Fund seeks as Independent Directors individuals of distinction and experience in business and finance, government service or academia; these are people whose advice and counsel are in demand by others and for whom there is often competition.  To accept a position on a Fund’s Board, such individuals may reject other attractive assignments because the Fund makes substantial demands on their time.  The Board has four committees:  (1) Audit Committee, (2) Governance Committee, (3) Compliance and Insurance Committee and (4) Investment Committee.  Three of the Independent Directors serve as members of the Audit Committee, three Independent Directors serve as members of the Governance Committee, four Directors, including

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three Independent Directors, serve as members of the Compliance and Insurance Committee, and all of the Directors serve as members of the Investment Committee.

The Independent Directors are charged with recommending to the full Board approval of management, advisory and administration contracts and distribution and underwriting agreements, continually reviewing fund performance, checking on the pricing of portfolio securities, brokerage commissions, transfer agent costs and performance and trading among funds in the same complex; and approving fidelity bond and related insurance coverage and allocations, as well as other matters that arise from time to time.

Each Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Audit Committee is charged with recommending to the full Board the engagement or discharge of each Fund’s independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firm’s duties, including the power to retain outside specialists; reviewing with the independent registered public accounting firm the audit plan and results of the auditing engagement; approving professional services provided by the independent registered public accounting firm and other accounting firms prior to the performance of the services; reviewing the independence of the independent registered public accounting firm; considering the range of audit and non-audit fees; reviewing the adequacy of each Fund’s system of internal controls; and reviewing the valuation process.  Each Fund has adopted a formal, written Audit Committee Charter.

The members of the Audit Committee of each Fund are Joseph J. Kearns, Michael E. Nugent and W. Allen Reed.  None of the members of the Fund’s Audit Committee is an “interested person,” as defined under the 1940 Act, of each Fund (with such disinterested Directors being “Independent Directors” or individually, “Independent Director”).  Each Independent Director is also “independent” from the Funds under the listing standards of the New York Stock Exchange (“NYSE”).  The Chairperson of the Audit Committee of each Fund is Joseph J. Kearns.

The Board of each Fund also has a Governance Committee.  The Governance Committee identifies individuals qualified to serve as Independent Directors on the Funds’ Board and on committees of such Board and recommends such qualified individuals for nomination by the Funds’ Independent Directors as candidates for election as Independent Directors, advises the Funds’ Board with respect to Board composition, procedures and committees, develops and recommends to the Funds’ Board a set of corporate governance principles applicable to a Fund, monitors and makes recommendations on corporate governance matters and policies and procedures of the Funds’ Board and any Board committees and oversees periodic evaluations of the Funds’ Board and its committees.  The members of the Governance Committee of the Funds are Kathleen A. Dennis, Michael F. Klein and Fergus Reid, each of whom is an Independent Director.  The Chairperson of the Governance Committee is Fergus Reid.

The Funds do not have a separate nominating committee.  While each Fund’s Governance Committee recommends qualified candidates for nominations as Independent Directors, the Board of each Fund believes that the task of nominating prospective Independent Directors is important enough to require the participation of all current Independent Directors, rather than a separate committee consisting of only certain Independent Directors.  Accordingly, each Independent Director (Frank L. Bowman, Michael Bozic, Kathleen A. Dennis, Manuel H. Johnson, Joseph J. Kearns, Michael F. Klein, Michael E. Nugent, W. Allen Reed and Fergus Reid) participates in the election and nomination of candidates for election as Independent Directors for the Funds.  Persons recommended by the Funds’ Governance Committee as candidates for nomination as Independent Directors shall possess such knowledge, experience, skills, expertise and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Fund, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or any listing requirements of the NYSE.  While the Independent Directors of the Funds expect to be able to continue to identify from their own resources an ample number of qualified candidates for the Funds’ Board as they deem appropriate, they will consider nominations from stockholders to the Board.  Nominations from stockholders should be in writing and sent to the Independent Directors as described below under the section “—Stockholder Communications.”

Each Board formed a Compliance and Insurance Committee to address insurance coverage and oversee the compliance function for the Fund and the Board.  The Compliance and Insurance Committee consists of Frank L. Bowman, Michael Bozic, James F. Higgins and Manual H. Johnson.  Frank L. Bowman, Michael Bozic and Manuel

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H. Johnson are Independent Directors.  The Chairperson of the Compliance and Insurance Committee is Michael Bozic.  The Compliance and Insurance Committee has an Insurance Sub-Committee to review and monitor the insurance coverage maintained by the Fund.  The Chairperson of the Insurance Sub-Committee is Frank L. Bowman.

The Investment Committee oversees the portfolio investment process for and reviews the performance of each Fund.  The Investment Committee also recommends to the Board to approve or renew the Funds’ Investment Advisory, Sub-Advisory and Administration Agreements.  The members of the Investment Committee are Frank L. Bowman, Michael Bozic, Kathleen A. Dennis, James F. Higgins, Manuel H. Johnson, Joseph J. Kearns, Michael F. Klein, Michael E. Nugent, W. Allen Reed and Fergus Reid.  The Chairperson of the Investment Committee is Manuel H. Johnson.

The Investment Committee has three Sub-Committees, each with its own Chairperson.  Each Sub-Committee focuses on the funds’ primary areas of investment, namely equities, fixed income and alternatives.  The Sub-Committees and their members are as follows:

(1)Equity—W. Allen Reed (Chairperson), Frank L. Bowman and Michael E. Nugent.

(2)Fixed Income—Michael F. Klein (Chairperson), Michael Bozic and Fergus Reid.

(3)Money Market and Alternatives — Kathleen A. Dennis (Chairperson), James F. Higgins and Joseph J. Kearns.

During each Fund’s fiscal year ended December 31, 2008, the Board held the following meetings:

Board of Directors	8
Committee/Sub-Committee:	Number of meetings:
Audit Committee	4
Governance Committee	4
Compliance and Insurance Committee	4
Insurance Sub-Committee	2
Investment Committee	5
Equity Sub-Committee	6
Fixed Income Sub-Committee	7
Money Market and Alternatives Sub-Committee	5

Stockholder Communications

Stockholders may send communications to each Fund’s Board.  Stockholders should send communications intended for each Fund’s Board by addressing the communication directly to such Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by sending the communication to either the Fund’s office or directly to the Board member(s) at the address specified on the previous pages for each Director.  Other stockholder communications received by a Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

Compensation

Each Director (except for the Chairperson of the Boards) receives an annual retainer fee of $200,000 for serving the Retail Funds and the Institutional Funds.  The Chairperson of the Audit Committee receives an additional annual retainer fee of $75,000 and the Investment Committee Chairperson receives an additional annual retainer fee of $60,000.  Other Committee Chairpersons receive an additional annual retainer fee of $30,000 and the Sub-Committee Chairpersons receive an additional annual retainer fee of $15,000.  The aggregate compensation paid to each Director is paid by the Retail Funds and the Institutional Funds, and is allocated on a pro rata basis among each of the operational funds/portfolios of the Retail Funds and the Institutional Funds based on the relative net assets of each of the funds/portfolios.  Michael E. Nugent receives a total annual retainer fee of $400,000 for his

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services as Chairperson of the Boards of the Retail Funds and the Institutional Funds and for administrative services provided to each Board.

Each Fund also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.  Directors of the Funds who are employed by the Adviser receive no compensation or expense reimbursement from the Fund for their services as Director.

Effective April 1, 2004, each Fund began a Deferred Compensation Plan (the “DC Plan”), which allows each Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board throughout the year.  Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Retail Funds or Institutional Funds (or portfolios thereof) that are offered as investment options under the DC Plan.  At the Director’s election, distributions are either in one lump sum payment, or in the form of equal annual installments over a period of five years.  The rights of an eligible Director and the beneficiaries to the amounts held under the DC Plan are unsecured and such amounts are subject to the claims of the creditors of the Fund.

Prior to April 1, 2004, the Institutional Funds maintained a similar Deferred Compensation Plan (the “Prior DC Plan”), which also allowed each Independent Director to defer payment of all, or a portion, of the fees he or she received for serving on the Board throughout the year.  Generally, the DC Plan amends and supersedes the Prior DC Plan and all amounts payable under the Prior DC Plan are now subject to the terms of the DC Plan (except for amounts paid during the calendar year 2004, which remain subject to the terms of the Prior DC Plan).

The following table shows aggregate compensation payable to each of the Funds’ Directors from the Funds for the fiscal year ended December 31, 2008 and the aggregate compensation payable to each of the Funds’ Directors by the Fund Complex (which includes all of the Retail Funds and Institutional Funds) for the calendar year ended December 31, 2008.

Compensation(1)

	Aggregate Compensation from Emerging Markets Debt(2)		Aggregate Compensation from Global Opportunity Bond(2)		Total Compensation from Fund and Fund Complex Paid to Directors(3)
Name of Independent Director:
Frank L. Bowman(2)	$	306	$	41	$	215,000
Michael Bozic	323		44		230,000
Kathleen A. Dennis	306		41		215,000
Manuel H. Johnson	365		49		260,000
Joseph J. Kearns(2)	386		52		286,250
Michael F. Klein	306		41		215,000
Michael E. Nugent	561		76		400,000
W. Allen Reed(2)	306		41		215,000
Fergus Reid	323		44		241,250
Name of Interested Director:
James F. Higgins	281		38		200,000

(1)	Includes all amounts paid for serving as director/trustee of the funds, as well as serving as Chairperson of the Boards or a Chairperson of a Committee or Sub-Committee.
(2)	The amounts shown in this column represent the aggregate compensation before deferral with respect to each Fund’s fiscal year. The following Directors deferred compensation from the Funds during the fiscal year ended December 31, 2008: Mr. Bowman, $347; Mr. Kearns, $219; Mr. Reed, $347.
(3)	The amounts shown in this column represent the aggregate compensation paid by all of the funds in the Fund Complex as of December 31, 2008 before deferral by the Directors under the DC Plan. As of December 31, 2008, the value (including interest) of the deferral accounts across the Fund Complex for Messrs. Bowman, Kearns, Reed and Reid pursuant to the deferred compensation plan was $397,110, $761,543, $332,876 and $474,242, respectively. Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in this column are presented on a calendar year basis.

Prior to December 31, 2003, 49 of the Retail Funds (the “Adopting Funds”) had adopted a retirement program under which an Independent Director who retired after serving for at least five years as an Independent Director of any such fund (an “Eligible Director”) would have been entitled to retirement payments, based on factors such as length of service, upon reaching the eligible retirement age.  On December 31, 2003, the amount of accrued

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retirement benefits for each Eligible Director was frozen, and will be payable, together with a return of 8% per annum, at or following each such Eligible Director’s retirement as shown in the table below.

The following table illustrates the retirement benefits accrued to the Funds’ Independent Directors by the Adopting Funds for the calendar year ended December 31, 2008, and the estimated retirement benefits for the Independent Directors from the Adopting Funds for each calendar year following retirement.  Only the Directors listed below participated in the retirement program.

Name of Independent Director	Retirement Benefits Accrued as Fund Expenses By All Adopting Funds		Estimated Annual Benefits Upon Retirement(1) From All Adopting Funds
Michael Bozic	$	17,198	$	45,874
Manuel H. Johnson	18,179		67,179
Michael E. Nugent	3,512		60,077

(1)Total compensation accrued under the retirement plan, together with a return of 8% per annum, will be paid annually commencing upon retirement and continuing for the remainder of the Director’s life.

The Board is divided into three classes, each class having a term of three years.  Each year the term of one class will expire and is elected at the annual meeting of stockholders.  See “Management of the Fund—Directors and Officers of the Fund.”

The Charter and the Bylaws of the Funds provide that each Fund will indemnify, and pay or reimburse reasonable expenses before final disposition of a proceeding to, directors, officers, employees or agents of the Fund to the fullest extent permitted by the Maryland General Corporation Law (the “MGCL”) and the 1940 Act.  Maryland law requires a corporation (unless its charter provides otherwise, which the Funds’ Charters does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity, or in the defense of any claim, issue or matter in such a proceeding.  Under Maryland law, a corporation may indemnify any director or officer made a party to any proceeding by reason of service in that capacity unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.  However, under Maryland law, a Maryland corporation generally may not indemnify for an adverse judgment in a suit by or in the right of the corporation.  Also, a Maryland corporation generally may not indemnify for a judgment of liability on the basis that personal benefit was improperly received.  In either of these cases, a Maryland corporation may indemnify for expenses only if a court orders indemnification.  In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer.  First, however, the corporation must receive a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.  The termination of any proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of any order of probation prior to judgment, creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for indemnification to be permitted.  Each Fund’s Charter further provides that, to the fullest extent permitted by Maryland law, and subject to the requirements of the 1940 Act, no director or officer will be liable to the Fund or its stockholders for money damages.  Under Maryland law, a corporation may restrict or limit the liability of directors or officers to the corporation or its stockholders for money damages, except to the extent that such liability results from (1) the actual receipt of an improper benefit or profit in money, property, or services, or (2) active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

Investment Advisory and Other Services

Morgan Stanley Investment Management Inc. serves as each Fund’s investment adviser.  The Adviser provides investment advisory services to each Fund under the terms of an Investment Advisory and Management

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Agreement.  The Adviser is a registered investment adviser under the Advisers Act.  The Adviser provides portfolio management services to taxable and nontaxable institutions, international organizations and individuals investing in United States and international equity and fixed income securities.  As of June 30, 2009, the Adviser, together with its affiliated asset management companies, had $355.5 billion of assets under management or supervision.  The Adviser’s principal address is 522 Fifth Avenue, New York, New York 10036.  The Adviser currently acts as adviser for [68] funds registered under the 1940 Act.

Under the terms of each Investment Advisory and Management Agreement, the Adviser makes all investment decisions, prepares and makes available research and statistical data, and supervises the purchase and sale of securities on behalf of each Fund, including the selection of brokers and dealers to carry out the transactions, all in accordance with the Funds’ investment objectives and policies, under the direction and control of each Fund’s Board.  The Adviser also is responsible for maintaining records and furnishing or causing to be furnished all required records or other information of the Funds to the extent such records, reports and other information are not maintained or furnished by the Funds’ administrators, custodians or other agents.  The Adviser pays the salaries and expenses of the Funds’ officers and employees, as well as the fees and expenses of the Funds’ Directors, who are directors, officers or employees of the Adviser or any of its affiliates.  However, each Fund bear travel expenses or an appropriate fraction thereof of officers and Directors of the Fund who are directors, officers or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committee thereof.

Pursuant to each Investment Advisory and Management 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.

Each Investment Advisory and Management Agreement provides that the Adviser will not be liable for any act or omission, error of judgment or mistake of law, or for any loss suffered by a Fund in connection with matters to which the Investment Advisory and Management Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard by it of its obligations and duties under the Investment Advisory and Management Agreement.

For the fiscal years ended December 31, 2006, 2007 and 2008, Emerging Markets Debt paid the Adviser fees of approximately $2,397,636, $2,485,734 and $2,246,727, respectively.

For the fiscal years ended December 31, 2006, 2007 and 2008, Global Opportunity Bond paid the Adviser fees of approximately $336,286, $343,438 and $301,136, respectively.

Portfolio Managers

Other Accounts Managed by the Portfolio Managers.  The following information is as of December 31, 2008:

Mr. Baurmeister managed nine registered investment companies with a total of approximately $1.6 billion in assets; seven pooled investment vehicles other than registered investment companies with approximately $568.7 million in assets; and four other accounts with a total of approximately $346.9 million in assets.

Mr. Kaune managed nine registered investment companies with a total of approximately $1.6 billion in assets; seven pooled investment vehicles other than registered investment companies with a total of approximately $568.7 million in assets; and four other accounts with a total of approximately $246.9 million in assets.

Ms. McKenna managed 11 registered investment companies with a total of approximately $1.7 billion in assets; seven pooled investment vehicles other than registered investment companies with a total of approximately $568.7 million in assets; and seven other accounts (including accounts managed under certain “wrap fee programs”) with a total of approximately $1.8 billion in assets.

Mr. Schaney managed nine registered investment companies with a total of approximately $794 million in assets; no pooled investment vehicles other than registered investment companies; and no other accounts.

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Because the portfolio managers may manage assets for other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest.  For instance, the Adviser may receive fees from certain accounts that are higher than the fee it receives from Emerging Markets Debt and/or Global Opportunity Bond, or it may receive a performance-based fee on certain accounts.  In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over Emerging Markets Debt and/or Global Opportunity Bond.  The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

Portfolio Manager Compensation Structure.  Portfolio managers receive a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below.  The methodology used to determine portfolio manager compensation is applied across all funds/accounts managed by the portfolio managers.

Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.

Discretionary compensation. In addition to base compensation, portfolio managers may receive discretionary compensation.

Discretionary compensation can include:

·Cash Bonus.

·Morgan Stanley’s Long Term Incentive Compensation awards—a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock or other investments that are subject to vesting and other conditions.

·Investment Management Alignment Plan (IMAP) awards— a mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by the Adviser its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of their IMAP deferral account into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Fund. For 2008 awards, a clawback provision was implemented that could be triggered if the individual  engages in conduct detrimental to the Adviser or its affiliates.

·Voluntary Deferred Compensation Plans—voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and notionally invest the deferred amount across a range of designated investment funds,  including funds advised by the Adviser or its affiliates.

Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:

·Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against a fund’s/account’s primary benchmark (as set forth in the fund’s prospectus), indices and/or peer groups where applicable. Generally, the greatest weight is placed on the three- and five-year periods.

·Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

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·Contribution to the business objectives of the Adviser.

·The dollar amount of assets managed by the portfolio manager.

·Market compensation survey research by independent third parties.

·Other qualitative factors, such as contributions to client objectives.

·Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.

Securities Ownership of Portfolio Managers.  As of December 31, 2008, Messrs. Baurmeister, Kaune, Schaney and Ms. McKenna did not own any securities in the Funds.

The Administrator

Morgan Stanley Investment Management Inc. serves as administrator to the Fund pursuant to the Administration Agreement.  Under the Administration Agreement, the administrative fee is 0.08% of the Fund’s average weekly net assets.  As approved by the Board, the Adviser has agreed to limit the administration fee so that it will be no greater than 0.02435% of the Fund’s average weekly net assets plus $24,000 per annum.  This waiver is voluntary and may be terminated at any time.  The Administration Agreement covers administrative costs (including out-of-pocket expenses incurred in the ordinary course of providing services under the Administration Agreement, which were previously borne by the Fund), except pricing services and extraordinary expenses.

Custodian, Dividend Disbursing and Transfer Agent

JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, serves as custodian for each Fund (the “Custodian”) and has custody of all securities and cash of each Fund.  The Custodian holds cash, securities, and other assets of the Funds as required by the 1940 Act.  Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.  Any of the Funds’ cash balances with the Custodian in excess of $250,000 (a temporary increase from $100,000, which is due to expire on December 31, 2013) are unprotected by federal deposit insurance.  Such balances may, at times, be substantial.

Computershare Inc. and Computershare Trust Company, N.A. (collectively, the “Transfer Agent”) act as each Fund’s dividend paying agent, transfer agent and the registrar for each Fund’s common shares.  The Transfer Agent charges each Fund an annual per stockholder account fee and is reimbursed for its out-of-pocket expenses.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the general supervision of each Fund’s Board, the Adviser is responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, if any.  Purchases and sales of securities on a stock exchange are effected through brokers who charge a commission for their services.  In the over-the-counter market, securities are generally traded on a “net” basis with non-affiliated dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer.  Each Fund also expects that securities will be purchased at times in underwritten offerings where the price includes a fixed amount of compensation, generally referred to as the underwriter’s concession or discount.  Options and futures transactions will usually be effected through a broker and a commission will be charged.  On occasion, the Funds may also purchase certain money market instruments directly from an issuer, in which case no commissions or discounts are paid.

The placing and execution of orders for the Funds also is subject to restrictions under U.S. securities laws, including certain prohibitions against trading among the Funds and their affiliates (including the Adviser or its affiliates).  The Funds may utilize affiliates of the Adviser in connection with the purchase or sale of securities in accordance with rules adopted or exemptive orders granted by the Commission when the Adviser believes that the

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charge for the transaction does not exceed usual and customary levels.  In addition, the Funds may purchase securities in a placement for which affiliates of the Adviser have acted as agent to or for issuers, consistent with applicable rules adopted by the Commission or regulatory authorization, if necessary.  The Funds will not purchase securities from or sell securities to any affiliate of the Adviser acting as principal.  The Adviser is prohibited from directing brokerage transactions on the basis of the referral of clients or the sale of shares of advised investment companies.

With respect to all transactions in securities, the policy of each Fund regarding purchases and sales of securities for its portfolio is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions.  Consistent with this policy, when securities transactions are effected on a stock exchange, the Fund’s policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances.  The Funds believe that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Funds and the Adviser from obtaining a high quality of brokerage and research services.  In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction.  These determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable.

With respect to all transactions in securities, in seeking to implement each Fund’s policies, the Adviser effects transactions with those brokers who the Adviser believes provide the most favorable prices and are capable of providing efficient executions.  If the Adviser believes the prices and executions are obtainable from more than one broker, it may give consideration to placing portfolio transactions with that broker who also furnishes research and other services to the Funds or the Adviser.  The services may include, but are not limited to, any one or more of the following:  information as to the availability of securities for purchase or sale; statistical or factual information or opinions pertaining to investment; wire services; and appraisals or evaluations of portfolio securities.  The information and services received by the Adviser from brokers and dealers may be utilized by the Adviser and any of its asset management affiliates in the management of accounts of some of their other clients and may not in all cases benefit the Fund directly.

The Adviser and certain of its affiliates currently serves as investment adviser to a number of clients, including other investment companies, and may in the future act as investment adviser to others.  It is the practice of the Adviser and its affiliates to cause purchase and sale transactions to be allocated among clients whose assets they manage (including the Fund) in such manner they deem equitable.  In making such allocations among the Funds and other client accounts, various factors may be considered, including the respective investment objective, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held and the opinions of the persons responsible for managing the portfolios of the Funds and other client accounts.  The Adviser and its affiliates may operate one or more order placement facilities and each facility will implement order allocation in accordance with the procedures described above.  From time to time, each facility may transact in a security at the same time as other facilities are trading in that security.

Brokerage commissions paid by Emerging Markets Debt for the fiscal years ended December 31, 2006, 2007 and 2008 were $12,028, $1,433 and $8,093, respectively.  Brokerage commissions paid by Global Opportunity Bond for the fiscal years ended December 31, 2006, 2007 and 2008 were $853, $1,647 and $1,875, respectively.

For the fiscal years ended December 31, 2006, 2007 and 2008, Emerging Markets Debt paid a total of $0, $0 and $0, respectively, in brokerage commissions to Morgan Stanley & Co.  For the fiscal years ended December 31, 2006, 2007 and 2008, Global Opportunity Bond paid a total of $0, $0 and $0, respectively, in brokerage commissions to Morgan Stanley & Co.

During the fiscal year ended December 31, 2008, the brokerage commissions paid to Morgan Stanley & Co. represented approximately 0% and 0% of the total brokerage commissions paid by each of Emerging Markets Debt and Global Opportunity Bond, respectively, during 2008 and were paid on account of transactions having an aggregate dollar value equal to approximately 0% and 0% of the aggregate dollar value of all portfolio transactions

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of Emerging Markets Debt and Global Opportunity Bond, respectively, during 2008 for which commissions were paid.

NET ASSET VALUE

Each Fund determines its net asset value no less frequently than the close of business on the last business day of each week by dividing the value of the net assets of the Fund (the value of its assets less its liabilities) by the total number of common shares outstanding.  In valuing the Fund’s assets, 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 the 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.  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 each Fund’s Board, 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 NYSE.  In addition, trading in foreign markets may not take place on all Fund business days.  Furthermore, trading may take place in various foreign markets in which the Funds may invest on days that are not Fund business days. Each Fund’s calculation of the net asset value per share, therefore, does not always take place contemporaneously with the most recent determination of the prices of portfolio securities in these markets.  When an event occurs after the close of such exchanges that is likely to have changed the value of the securities (for example, a percentage change in value of one or more U.S. securities indices in excess of specified thresholds), such securities will be valued at their fair value, as determined under procedures established by each Fund’s Board.  Securities also may be fair valued in the event of a significant development affecting a country or region or an issuer-specific development which is likely to have changed the value of the security. In these cases, the Funds’ net asset value will reflect certain portfolio securities’ fair value rather than their market price.  Fair value pricing involves subjective judgment and it is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security. With respect to securities that are primarily listed on foreign exchanges, or trade in the over-the-counter market, the values of each Fund’s portfolio securities may change on days when you will not be able to purchase or sell your common shares.

All assets or liabilities of the Funds not denominated in U.S. dollars are initially valued in the currency in which they are denominated and then are translated into U.S. dollars at the prevailing foreign exchange rate on the date of valuation. Each Fund’s obligation to pay any local taxes are booked as a liability on the date the Fund recognizes income or marks-to-market its assets and has the effect of reducing the Fund’s net asset value.

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

It is each Fund’s policy, which may be changed by each Fund’s Board, to pay quarterly dividends to stockholders from net investment income.  Each Fund intends to distribute all of its net investment income on an annual basis.  Each Fund will distribute all of its net realized long-term and short-term capital gains, if any, at least once per year but it may make such distributions on a more frequent basis to comply with the distribution requirements of the Code.

All registered holders of common shares of each Fund (other than brokers and nominees of banks or other financial institutions) are automatically included in its respective automatic Dividend Reinvestment Plan (the “Plan”), unless they elect to the contrary at the time they purchase common shares of the Fund.  All distributions under the Plan are automatically reinvested in common shares of a Fund in full and fractional common shares.

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Stockholders who elect not to participate in the Plan will receive all distributions in cash paid by check mailed directly to stockholders of record.

U.S. Federal Income Taxes

The following is a summary of material U.S. federal income tax consequences that may be relevant to a stockholder acquiring, holding and disposing of common shares of the Funds.  This discussion addresses only U.S. federal income tax consequences to stockholders who hold their common shares as capital assets and does not address all of the U.S. federal income tax consequences that may be relevant to particular stockholders in light of their individual circumstances.  This discussion also does not address all of the tax consequences that may be relevant to stockholders who are subject to special rules, including, without limitation, financial institutions; insurance companies; dealers and traders in securities; tax exempt or tax-deferred plans, accounts, or entities; U.S. stockholders whose functional currency is other than the U.S. dollar; or stockholders who engage in constructive sale or conversion transactions.  In addition, the discussion does not address state, local or foreign tax, and certain federal excise tax, consequences, and it does not address any U.S. federal tax consequences other than U.S. federal income tax consequences.  The discussion reflects applicable U.S. tax laws as of the date of this prospectus; U.S. tax law may be changed or subject to new interpretations by the courts or the Internal Revenue Service (“IRS”) retroactively or prospectively. Investors are urged to consult their own tax advisors to determine the specific tax consequences to them of investing in the Funds including the applicable U.S. federal, state, local and foreign tax consequences to them and the effect of possible changes in tax laws.

Each Fund intends to continue to qualify as a “regulated investment company” under Subchapter M of the Code.  In order to qualify as a regulated investment company under Subchapter M of the Code, which qualification this discussion assumes, each Fund must, among other things:  (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (ii) net income derived from an interest in a “qualified publicly traded partnership,” as defined in the Code; (b) diversify its holdings so that, at close of each quarter of a Fund’s taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items (including receivables), U.S. government securities, securities of other regulated investment companies, and securities of other issuers as to which a Fund must not have invested more than 5% of the value of the Fund’s total assets in securities of any one such issuer and as to which the Fund must not have held more than 10% of the outstanding voting securities of any one such issuer which includes for these purposes equity securities of a qualified publicly traded partnership, no more than 25% of the value of its total assets may be invested in the securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer, or of two or more issuers which a Fund controls and which are engaged in the same or similar or related trades or businesses, and no more than 25% of the value of a regulated investment company’s total assets may be invested in the securities of one or more qualified publicly traded partnerships.  In addition, the separate treatment for publicly traded partnerships under the passive loss rules of the Code applies to a regulated investment company holding an interest in a qualified publicly traded partnership, with respect to items attributable to such interest.

For purposes of the 90% of gross income requirement described above, the Internal Revenue Code of 1986, as amended (the “Code”) expressly provides the U.S. Treasury with authority to issue regulations that would exclude foreign currency gains from qualifying income if such gains are not directly related to a Fund’s business of investing in stock or securities.  While to date the U.S. Treasury has not exercised this regulatory authority, there can be no assurance that it will not issue regulations in the future (possibly with retroactive application) that would treat some or all of the Fund’s foreign currency gains as non-qualifying income.

As a regulated investment company, each Fund will not be subject to U.S. federal income tax on its investment company taxable income that it distributes to its stockholders, provided that at least 90% of its investment company taxable income for the taxable year is distributed to its stockholders; however, each Fund will be subject to tax on its income and gains, to the extent that it does not distribute to its stockholders an amount equal to such income and gains.  Investment company taxable income includes dividends, interest and net short-term capital gains in excess of net long-term capital losses, but does not include net long-term capital gains in excess of net short-term capital losses.  Each Fund intends to distribute annually to its stockholders substantially all of its

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investment company taxable income.  If necessary, the Funds intend to borrow money or liquidate assets to make such distributions.  If a Fund fails to satisfy the 90% distribution requirement or fails to qualify as a regulated investment company in any taxable year, it will be subject to tax on all of its taxable income at regular corporate income tax rates without any deduction for distributions to its stockholders, and such distributions generally will be taxable to stockholders as ordinary dividends to the extent of a Fund’s current and accumulated earnings and profits.

Stockholders normally will be subject to federal income taxes, and any state and/or local income taxes, on the dividends and other distributions they receive from a Fund.  Such dividends and distributions, to the extent that they are derived from net investment income or short-term capital gains, are generally taxable to the stockholder as ordinary income regardless of whether the stockholder receives such payments in additional common shares or in cash.  For taxable years beginning on or before December 31, 2010, the Funds may receive certain dividends and designate the distribution of such dividends as “qualified dividends,” provided holding period and other requirements are met at both the stockholder and Fund level.  Such dividends are taxed at the same rate as long-term capital gains.  Given the nature of the Funds’ investments, the Funds do not expect to make significant distributions eligible for taxation at the reduced rates applicable to capital gains.

As a regulated investment company, each Fund also will not be subject to U.S. federal income tax on its net long-term capital gains in excess of net short-term capital losses and capital loss carryovers, if any, that it distributes to its stockholders.  If a Fund retains for reinvestment or otherwise an amount of such net long-term capital gains, it will be subject to a tax of up to 35% of the amount retained.  The Board of each Fund will determine at least once a year whether to distribute any net long-term capital gains in excess of net short-term capital losses and capital loss carryovers from prior years.  Each Fund expects to designate amounts retained as undistributed capital gains in a notice to its stockholders who are stockholders of record as of the close of a taxable year of the Fund who, if subject to U.S. federal income taxation (a) will be required to include in income for U.S. federal income tax purposes, as long-term capital gains, their proportionate common shares of the undistributed amount, and (b) will be entitled to credit against their U.S. federal income tax liabilities their proportionate common shares of the tax paid by the Fund on the undistributed amount and to claim refunds to the extent that their credits exceed their liabilities.  For U.S. federal income tax purposes, the basis of common shares owned by a stockholder of the Fund generally will be increased by an amount equal to 65% (the difference between the amount of includable capital gains from the dividend and the tax that the stockholder is deemed to have paid with respect to such common shares) of the amount of undistributed capital gains included in the stockholder’s income.  Distributions of net long-term capital gains, if any, by a Fund are taxable to its stockholders as long-term capital gains whether paid in cash or in common shares and regardless of how long the stockholder has held a Fund’s common shares.  Such distributions of net long-term capital gains are not eligible for the dividends received deduction.  Under the Code, net long-term capital gains generally will be taxed at a rate no greater than 15% for individuals and 35% for corporations.  Stockholders will be notified annually as to the U.S. federal income tax status of their dividends and distributions.

Stockholders receiving dividends or distributions in the form of additional common shares pursuant to each Fund’s Dividend Reinvestment and Cash Plan should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the stockholders receiving cash dividends or distributions will receive, and should have a cost basis in the common shares equal to such amount.  See “Dividends and Distributions; Dividend Reinvestment and Cash Purchase Plan” in the Proxy Statement and Prospectus.

If the net asset value of common shares is reduced below a stockholder’s cost as a result of a distribution by a Fund, the distribution will be taxable even though it, in effect, represents a return of invested capital.  Investors considering buying common shares just prior to a dividend or capital gain distribution payment date should be aware that, although the price of common shares purchased at that time may reflect the amount of the forthcoming distribution, those who purchase just prior to the record date for a distribution will receive a distribution which will be taxable to them.  The amount of capital gains realized and distributed (which from an investment standpoint may represent a partial return of capital rather than income) in any given year will be the result of action taken for the best investment of the principal of a Fund, and may therefore vary from year to year.

If a Fund is the holder of record of any stock on the record date for any dividends payable with respect to such stock, such dividends are included in the Fund’s gross income not as of the date received but as of the later of (a) the date such stock became ex-dividend with respect to such dividends (i.e., the date on which a buyer of the stock would not be entitled to receive the declared, but unpaid, dividends) or (b) the date the Fund acquired such

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stock.  Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends based on anticipated income, and stockholders may receive dividends in an earlier year than would otherwise be the case.

Under the Code, each Fund may be subject to a 4% excise tax on a portion of its undistributed income.  To avoid the tax, the Funds must distribute annually at least 98% of their ordinary income (not taking into account any capital gains or losses) for the calendar year and at least 98% of its capital gain net income for the 12-month period ending, as a general rule, on October 31 of the calendar year.  For this purpose, any income or gain retained by the Funds that is subject to corporate income tax will be treated as having been distributed at year-end.  In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any under distribution or over distribution, as the case may be, in the previous year.  For a distribution to qualify under the foregoing test, the distribution generally must be declared and paid during the year.  Any dividend declared by a Fund in October, November or December of any year and payable to stockholders of record of such month in January shall be deemed to have been received by each stockholder on December 31 of such year and to have been paid by the Fund not later than December 31 of such year.

The Funds’ investments in foreign currencies, forward contracts, options, futures contracts (including options and futures contracts on foreign currencies) and non-U.S. corporations classified as PFICs, will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by a Fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to a Fund, defer Fund losses, and affect the determination of whether capital gains and losses are characterized as long-term or short-term capital gains or losses.  These rules could therefore affect the character, amount and timing of distributions to stockholders.  These provisions also may require each Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% and 98% distribution requirements for avoiding income and excise taxes.  Each Fund will monitor its transactions, will make the appropriate tax elections, and will make the appropriate entries in its books and records when it invests in any foreign currency, option, futures contract, forward contract, PFIC or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a regulated investment company and minimize the imposition of income and excise taxes.

Each Fund may make investments that accrue income that is not matched by a current receipt of cash by such Fund, such as investments in certain obligations having original issue discount (i.e., an amount equal to the excess of the stated redemption price of the security at maturity over its issue price), or market discount (i.e., an amount equal to the excess of the stated redemption price of the security at maturity over its basis immediately after it was acquired) if such Fund elects to accrue market discount on a current basis on debt instruments.  In addition, income may continue to accrue for U.S. federal income tax purposes with respect to a non-performing investment.  Any of the foregoing income would be treated as income earned by a Fund and therefore would be subject to the distribution requirements of the Code.  Because such income may not be matched by a concurrent receipt of cash to a Fund, such Fund may be required to borrow money temporarily or liquidate other securities to be able to make distributions to its investors.

Amounts paid by the Funds to individuals and certain other stockholders who have not provided the Funds with their correct taxpayer identification number (“TIN”) and certain certifications required by the IRS as well as stockholders with respect to whom the Funds have received certain information from the IRS or a broker may be subject to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other distributions as well as the gross proceeds of sales of common shares, at a rate equal to the fourth highest rate of tax applicable to a single individual (currently, 28%).  An individual’s TIN is generally his or her social security number.  Backup withholding is not an additional tax.  Any amounts withheld under the backup withholding rules from payments made to a stockholder may be refunded or credited against such stockholder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS.

Upon the sale or exchange of its common shares, a stockholder will realize a taxable gain or loss depending upon the amount realized and the stockholder’s basis in the common shares.  Such gain or loss will be treated as capital gain or loss if the common shares are capital assets in the stockholder’s hands, and will be long-term if the stockholder’s holding period for the common shares is more than 12 months and otherwise will be short-term.  For

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taxable years beginning before January 1, 2011, the long-term capital gain rate applicable to individuals generally is 15% (or 5% for individuals in lower tax rate brackets).  Any loss realized on a sale or exchange will be disallowed to the extent that the common shares disposed of are replaced (including replacement through the reinvesting of dividends and capital gains distributions in the Fund) within a period of 61 days beginning 30 days before and ending 30 days after the disposition of the common shares.  In such a case, the basis of the common shares acquired will be adjusted to reflect the disallowed loss.  Any loss realized by a stockholder on the sale of Fund common shares held by the stockholder for six months or less will be treated for federal income tax purposes as a long-term capital loss to the extent of any distributions of long-term capital gains received by the stockholder with respect to such common shares.  The ability to otherwise deduct capital losses may be subject to other limitations under the Code.

A repurchase by a Fund of common shares generally will be treated as a sale of the common shares by a stockholder provided that after the repurchase the stockholder, either directly or by attribution under Section 318 of the Code, (a) does not own any common shares, or (b) has not experienced a meaningful reduction in its proportionate interest in the Fund.  If, after a repurchase a stockholder continues to own, directly or by attribution, any common shares, and has not experienced a meaningful reduction in its proportionate interest in a Fund, it is possible that any amounts received in the repurchase by such stockholder will be taxable as a dividend to such stockholder.  If, in addition, the Fund has made such repurchases as part of a series of redemptions, there is a risk that stockholders who do not have any of their common shares repurchased would be treated as having received a dividend distribution as a result of their proportionate increase in the ownership of a Fund.

Foreign Tax Credits

Income and gains received by a Fund from sources outside the United States may be subject to withholding and other taxes by foreign countries.  If a Fund qualifies as a regulated investment company, if certain distribution requirements are satisfied and if, as expected, more than 50% of the value of the Fund’s total assets at the close of any taxable year consists of stocks or securities of foreign corporations the Fund may elect, for U.S. federal income tax purposes, to treat any foreign country’s income or withholding taxes paid by the Fund that can be treated as income taxes under U.S. income tax principles, as paid by its stockholders.  Each Fund expects to make this election.  As a consequence, each stockholder will be required to include in its income an amount equal to its allocable share of such income taxes paid by the Fund to a foreign country’s government and the stockholders will be entitled, subject to certain limitations, to credit their portions of these amounts against their U.S. federal income tax due, if any, or to deduct their portions from their U.S. taxable income, if any.  Stockholders that are exempt from tax under Section 501(a) of the Code, such as pension plans, generally will derive no benefit from the Funds’ election.  However, these stockholders generally should not be disadvantaged either because the amount of additional income they are deemed to receive equal to their allocable share of such foreign countries’ income taxes paid by the Fund generally will not be subject to U.S. federal income tax.

The amount of foreign taxes that may be credited against a stockholder’s U.S. federal income tax liability will generally be limited, however, to an amount equal to the stockholder’s U.S. federal income tax rate multiplied by its foreign source taxable income.  In addition, this limitation must be applied separately to certain categories of foreign source income, one of which is foreign source “passive income.”  For this purpose, foreign source “passive income” includes dividends, interest, capital gains and certain foreign currency gains.  As a consequence, certain stockholders may not be able to claim a foreign tax credit for the full amount of their proportionate share of foreign taxes paid by the Funds.  Stockholders should consult their own tax advisers with respect to making this election.  Each stockholder will be notified within 60 days after the close of the Funds’ taxable year whether, pursuant to the election described above, the foreign taxes paid by the Fund will be treated as paid by its stockholders for that year and, if so, the notification will designate (a) the stockholder’s portion of the foreign taxes paid to each country and (b) the portion of the Fund’s dividends and distributions that represents income derived from sources within the country.  The U.S. foreign tax credit rules are complex.  Stockholders should consult their own tax advisors concerning the U.S. foreign tax credit rules and the applicability of any relevant treaty rules.

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Foreign Stockholders

Taxation of a stockholder who, as to the United States, is a foreign investor depends, in part, on whether the stockholder’s income from the Funds is “effectively connected” with a United States trade or business carried on by the stockholder.

In general, distributions (other than capital gain dividends) that are treated as dividends under the Code that are paid to a stockholder that is not a “U.S. person” within the meaning of the Code (such stockholder, a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).  However, effective for taxable years of the Fund beginning before January 1, 2010, the Funds generally will not be required to withhold any amounts with respect to distributions of (a) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person and (b) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions are properly designated by the Fund.

If a foreign investor is a resident alien or if dividends or distributions from the Funds are effectively connected with a U.S. trade or business carried on by the foreign investor, dividends of net investment income, distributions of net short-term and long-term capital gains, amounts retained by the Funds that are designated as undistributed capital gains and any gains realized upon the sale of common shares of the Fund will be subject to U.S. income tax at the rates applicable to U.S. citizens or domestic corporations.  If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign investor that is a corporation, then such foreign investor also may be subject to the 30% branch profits tax.

The tax consequences to a foreign stockholder entitled to claim the benefits of an applicable tax treaty may be different from those described in this section.  Stockholders may be required to provide appropriate documentation to establish their entitlement to the benefits of such a treaty.  Foreign investors are advised to consult their own tax advisers with respect to (a) whether their income from a Fund is or is not effectively connected with a United States trade or business carried on by them, (b) whether they may claim the benefits of an applicable tax treaty and (c) any other tax consequences to them of an investment in a Fund.

Notices

Stockholders will be notified annually by each Fund as to the U.S. federal income tax status of the dividends, distributions and deemed distributions made by the Fund to its stockholders.  Furthermore, stockholders will be sent, if appropriate, various written notices after the close of each Fund’s taxable year as to the U.S. federal income tax status of certain dividends, distributions and deemed distributions that were paid (or that were treated as having been paid) by the Fund to its stockholders during the preceding taxable year.

For additional information about the tax status of the Funds, see each Fund’s Annual Report for the fiscal year ended December 31, 2008

Other Taxation

Distributions also may be subject to additional state, local and foreign taxes depending on each stockholder’s particular position.

The U.S. federal income tax discussion set forth above is a summary included for general information purposes only.  In view of the individual nature of tax consequences, each stockholder is advised to consult his or her own tax adviser with respect to the specific tax consequences to him of participation in the fund, including the effect and applicability of state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

CODE OF ETHICS

Each Fund’s Board approved a Code of Ethics under Rule 17j-1 of the 1940 Act that covers the Fund.

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The Adviser is subject to a Code of Ethics under Rule 17j-1.  Each Code of Ethics establishes policies and procedures for personal investing by employees and restricts certain transactions.  Employees subject to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Funds.  The Codes of Ethics may be viewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information about the Commission’s Public Reference Room may be obtained by calling the Commission at (202) 551-8090.  The Codes of Ethics also may be available on the Edgar Database on the Commission’s website, http://www.sec.gov, or be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov, or by writing to:  Commission’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549.  This reference to the website does not incorporate the contents of the website into this SAI.

PROXY VOTING POLICY AND PROCEDURES

Each Fund’s Board believes that the voting of proxies on securities held by the Fund is an important element of the overall investment process.  As such, the Directors have delegated the responsibility to vote such proxies to Morgan Stanley Investment Management and its advisory affiliates (“MSIM”).

A copy of MSIM’s Proxy Voting Policy (“Proxy Policy”) is attached hereto as Appendix A.  In addition, a copy of the Proxy Policy, as well as each Fund’s most recent proxy voting record for the 12-month period ended June 30, filed with the Commission are available without charge on our web site at www.morganstanley.com/im. Each Fund’s proxy voting record is also available without charge on the Commission’s web site at www.sec.gov.

FINANCIAL STATEMENTS

The financial statements and Report of Independent Registered Public Accounting Firm for Emerging Markets Debt contained in the Annual Report for the fiscal year ended December 31, 2008, which report contains historical financial information regarding the Fund, has been filed with the Commission and is incorporated by reference in this SAI.  [The Fund’s Semi-Annual Report for the period ended June 30, 2009 is also incorporated herein by reference.]

The financial statements and Report of Independent Registered Public Accounting Firm for Global Opportunity Bond contained in the Annual Report for the fiscal year ended December 31, 2008, which report contains historical financial information regarding the Fund, has been filed with the Commission and is incorporated by reference in this SAI.

Shown below are Financial Statements for both Emerging Markets Debt and Global Opportunity Bond and Pro Forma Financial Statements for the Combined Fund at [December 31, 2008], as though the reorganization occurred as of that date.  The first table presents Portfolio of Investments (unaudited) for both Emerging Markets Debt and Global Opportunity Bond and pro forma figures for the Combined Fund.  The second table presents Statements of Assets and Liabilities (unaudited) for both Emerging Markets Debt and Global Opportunity Bond and pro forma figures for the Combined Fund.  The third table presents Statements of Operations (unaudited) for both Emerging Markets Debt and Global Opportunity Bond and pro forma figures for the Combined Fund.  The tables are followed by the Notes to the Pro Forma Financial Statements (unaudited).

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Portfolio of  Investments

(Showing Percentage of Total Value of Investments)

As of December 31, 2008 (unaudited)

Security Description	Morgan Stanley Global Opportunity Bond Fund, Inc. Face Amount (000)			Morgan Stanley Emerging Markets Debt Fund, Inc. Face Amount (000)				Pro Forma Face Amount (000)				Morgan Stanley Global Opportunity Bond Fund, Inc. Value (000)		Morgan Stanley Emerging Markets Debt Fund, Inc. Value (000)		Adjustments (000)		Pro Forma Value (000)
DEBT INSTRUMENTS (96.2%)
Argentina (0.3%)
Sovereign (0.3%)
Republic of Argentina,
8.28%, 12/31/33	$	134		$	1,743			$	1,877			$	44	$	571	$	—	$	615
Brazil (17.5%)
Corporate (0.8%)
Banco ABN Amro Real S.A.,
16.20%, 2/22/10	BRL		330	BRL		4,240		BRL			4,570	144		1,845		—		1,989
Sovereign (16.7%)
Banco Nacional de Desenvolvimento Economico e Social,
6.37%, 6/16/18 (a)	$	400		$	5,000			$	5,400			382		4,775		—		5,157
Brazil Notas do Tesouro Nacional, Series F,
10.00%, 1/1/14	BRL		420	BRL			5,613	BRL		6,033		161		2,151		—		2,312
Federative Republic of Brazil,
6.00%, 1/17/17	$	450		$	6,850			$	7,300			467		7,107		—		7,574
7.13%, 1/20/37	40			550				590				46		627		—		673
8.00%, 1/15/18	660			6,403				7,063				742		7,203		—		7,945
8.88%, 10/14/19 - 4/15/24	476			6,188				6,664				584		7,590		—		8,174
10.50%, 7/14/14	130			1,740				1,870				164		2,192		—		2,356
11.00%, 8/17/40 (f)	260			3,250				3,510				340		4,258		—		4,598
	2,836			35,594				38,430				2,886		35,903		—		38,789
	3,166			39,834				43,000				3,030		37,748		—		40,778
Bulgaria (0.5%)
Sovereign (0.5%)
Republic of Bulgaria,
8.25%, 1/15/15 (a)	101			1,149				1,250				99		1,126		—		1,225
Canada (0.1%)
Corporate (0.1%)
CanWest MediaWorks, Inc.,
8.00%, 9/15/12 (b)	171			—				171				76		—		—		76
Novelis, Inc.,
7.25%, 2/15/15	175			—				175				102		—		—		102
OPTI Canada, Inc.,
8.25%, 12/15/14	75			—				75				41		—		—		41
	421			—				421				219		—		—		219
Chile (1.5%)
Sovereign (1.5%)
Empresa Nacional de Petroleo,
6.75%, 11/15/12 (a)	250			3,090				3,340				251		3,104		—		3,355
Colombia (1.7%)
Sovereign (1.7%)
Republic of Colombia,
7.38%, 1/27/17	100			960				1,060				105		1,003		—		1,108
11.75%, 2/25/20	140			2,025				2,165				188		2,724		—		2,912
	240			2,985				3,225				293		3,727		—		4,020
Denmark (0.0%)
Corporate (0.0%)
Nordic Telephone Co. Holdings A.p.S.,
8.88%, 5/1/16 (a)	35			—				35				25		—		—		25
Ecuador (0.7%)
Sovereign (0.7%)
Republic of Ecuador,
9.38%, 12/15/15 (c)	220			3,113				3,333				60		856		—		916
9.95%, 8/15/30 (c)	190			2,500				2,690				50		656		—		706
	410			5,613				6,023				110		1,512		—		1,622
France (0.0%)
Corporate (0.0%)
Cie Generale de Geophysique-Veritas S.A.,
7.50%, 5/15/15	65			—				65				41		—		—		41
Ghana (0.5%)
Sovereign (0.5%)
Republic of Ghana,
8.50%, 10/4/17 (a)	250			1,916				2,166				142		1,092		—		1,234
Indonesia (7.0%)
Corporate (1.2%)
Pindo Deli Finance Mauritius,
Tranche A,
5.43%, 4/28/15 (a)(d)	25			397				422				14		220		—		234
Tranche B,
5.43%, 4/28/18 (a)(d)	146			1,707				1,853				41		486		—		527
Tranche C,
Zero Coupon, 4/28/25 (d)	587			6,884				7,471				38		448		—		486
Tjiwi Kimia Finance Mauritius Ltd.,
Tranche A,
5.43%, 4/28/15 (d)	87			1,317				1,404				48		731		—		779
Tranche B,
5.53%, 4/28/18 (a)(d)	144			1,477				1,621				41		421		—		462
Tranche C,
Zero Coupon, 4/28/27 (a)(d)	268			3,352				3,620				18		218		—		236
	1,257			15,134				16,391				200		2,524		—		2,724
Sovereign (5.8%)
Republic of Indonesia,
6.88%, 1/17/18	100			3,280				3,380				82		2,676		—		2,758
6.88%, 1/17/18 (a)	192			2,452				2,644				160		2,048		—		2,208
7.75%, 1/17/38	201			2,339				2,540				167		1,941		—		2,108
7.75%, 1/17/38 (a)	563			7,222				7,785				470		6,030		—		6,500
	1,056			15,293				16,349				879		12,695		—		13,574
	2,313			30,427				32,740				1,079		15,219		—		16,298
Ivory Coast (0.2%)
Sovereign (0.2%)
Ivory Coast,
Zero Coupon, 3/31/18 (c)	180			2,045				2,225				46		521		—		567

See notes to pro-forma financial statements

B-35

Portfolio of  Investments

(Showing Percentage of Total Value of Investments)

As of December 31, 2008 (unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc.			Morgan Stanley Emerging Markets Debt Fund, Inc.			Pro Forma			Morgan Stanley Global Opportunity Bond Fund, Inc.	Morgan Stanley Emerging Markets Debt Fund, Inc.		Pro Forma
	Face Amount			Face Amount			Face Amount			Value	Value	Adjustments	Value
Security Description	(000)			(000)			(000)			(000)	(000)	(000)	(000)
Kazakhstan (1.9%)
Sovereign (1.9%)
Intergas Finance BV,
6.38%, 5/14/17	90			610			700			52	354	—	406
KazMunaiGaz Finance Sub BV,
9.13%, 7/2/18 (a)	400			5,720			6,120			262	3,746	—	4,008
	490			6,330			6,820			314	4,100	—	4,414
Luxembourg (0.1%)
Corporate (0.1%)
Evraz Group S.A.,
9.50%, 4/24/18 (a)	100			—			100			51	—	—	51
FMC Finance III S.A.,
6.88%, 7/15/17	120			—			120			113	—	—	113
Wind Acquisition Finance S.A.,
10.75%, 12/1/15 (a)	115						115			99	—	—	99
	335			—			335			263	—	—	263
Mexico (17.2%)
Sovereign (17.2%)
Mexican Bonos,
8.00%, 12/17/15	MXN		1,812	MXN		23,609	MXN		25,421	132	1,712	—	1,844
10.00%, 12/5/24	3,890			49,800			53,690			323	4,140	—	4,463
Pemex Project Funding Master Trust,
3.30%, 6/15/10 (a)(d)	$	330		$	4,250		$	4,580		313	4,038	—	4,351
5.75%, 3/1/18 (a)	670			1,840			2,510			595	1,633	—	2,228
6.63%, 6/15/35	—			5,000			5,000			—	4,239	—	4,239
8.63%, 12/1/23	250			1,740			1,990			246	1,716	—	1,962
9.13%, 10/13/10	360			4,040			4,400			380	4,262	—	4,642
United Mexican States,
5.63%, 1/15/17 (f)	243			6,308			6,551			244	6,340	—	6,584
5.95%, 3/19/19	334			4,080			4,414			336	4,100	—	4,436
6.05%, 1/11/40	—			560			560			—	546	—	546
6.75%, 9/27/34	95			1,479			1,574			101	1,568	—	1,669
7.50%, 1/14/12	—			1			1			—	1	—	1
8.38%, 1/14/11	85			2,665			2,750			92	2,891	—	2,983
	8,069			105,372			113,441			2,762	37,186	—	39,948
Netherlands (0.1%)
Corporate (0.1%)
Intergen N.V.,
9.00%, 6/30/17 (a)	105			—			105			87	—	—	87
NXP B.V./NXP Funding LLC,
7.88%, 10/15/14	75			—			75			29	—	—	29
	180			—			180			116	—	—	116
Nigeria (1.2%)
Sovereign (1.2%)
UBS AG, Federal Republic of Nigeria, Credit Linked Unsecured Notes,
Zero Coupon, 4/9/09	NGN		27,400	NGN		351,300	NGN		378,700	194	2,490	—	2,684
Panama (2.7%)
Sovereign (2.7%)
Republic of Panama,
7.13%, 1/29/26	$	—		$	1,910		$	1,910		—	1,810	—	1,810
7.25%, 3/15/15	95			1,148			95			97	1,177	—	1,274
9.38%, 4/1/29	206			2,663			2,869			228	2,942	—	3,170
	301			2,663			2,964			325	5,929	—	6,254
Peru (4.9%)
Sovereign (4.9%)
Republic of Peru,
6.55%, 3/14/37	205			2,613			2,818			184	2,345	—	2,529
7.35%, 7/21/25	—			560			560			—	560	—	560
8.38%, 5/3/16	90			1,150			1,240			97	1,245	—	1,342
8.75%, 11/21/33	305			4,846			5,151			343	5,452	—	5,795
9.88%, 2/6/15	180			802			982			208	926	—	1,134
	780			9,971			10,751			832	10,528	—	11,360
Philippines (6.0%)
Sovereign (6.0%)
Republic of Philippines,
6.38%, 1/15/32	—			2,000			2,000			—	1,910	—	1,910
8.88%, 3/17/15	399			7,308			7,707			425	7,783	—	8,208
9.00%, 2/15/13	180			2,240			2,420			192	2,385	—	2,577
9.50%, 2/2/30	113			909			1,022			127	1,023	—	1,150
	692			12,457			13,149			744	13,101	—	13,845
Qatar (0.7%)
Sovereign (0.7%)
State of Qatar (Registered),
9.75%, 6/15/30	110			1,260			1,370			136	1,556	—	1,692
Russia (9.8%)
Corporate (0.9%)
TNK-BP Finance S.A.,
7.88%, 3/13/18 (a)	295			3,800			4,095			149	1,919	—	2,068
Sovereign (8.9%)
RSHB Capital S.A. for OJSC Russian Agricultural Bank,
6.30%, 5/15/17 (a)	100			2,004			2,104			58	1,152	—	1,210
7.18%, 5/16/13	100			270			370			73	197	—	270
7.18%, 5/16/13 (a)	210			2,800			3,010			153	2,044	—	2,197
Russian Federation,
7.50%, 3/31/30 (a)(e)	295			867			1,162			259	761	—	1,020
Russian Federation (Registered),
7.50%, 3/31/30 (e)(f)	1,006			11,882			12,888			883	10,426	—	11,309
12.75%, 6/24/28	65			4,000			4,065			76	4,660	—	4,736
	1,576			19,549			21,125			1,502	19,240	—	20,742
	1,871			23,349			25,220			1,651	21,159	—	22,810
South Korea (0.4%)
Sovereign (0.4%)
Korea Development Bank,
5.30%, 1/17/13	100			1,000			1,100			91	911	—	1,002

See notes to pro-forma financial statements

B-36

Portfolio of  Investments

(Showing Percentage of Total Value of Investments)

As of December 31, 2008 (unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc.	Morgan Stanley Emerging Markets Debt Fund, Inc.	Pro Forma	Morgan Stanley Global Opportunity Bond Fund, Inc.	Morgan Stanley Emerging Markets Debt Fund, Inc.		Pro Forma
	Face Amount	Face Amount	Face Amount	Value	Value	Adjustments	Value
Security Description	(000)	(000)	(000)	(000)	(000)	(000)	(000)
Trinidad (0.8%)
Sovereign (0.8%)
National Gas Co. of Trinidad & Tobago Ltd.,
6.05%, 1/15/36 (a)	172	2,369	2,541	124	1,708	—	1,832
Turkey (8.7%)
Sovereign (8.7%)
Republic of Turkey,
6.75%, 4/3/18	529	6,005	6,534	505	5,735	—	6,240
11.00%, 1/14/13	527	7,145	7,672	598	8,110	—	8,708
11.50%, 1/23/12	20	320	340	23	363	—	386
11.88%, 1/15/30	134	3,237	3,371	192	4,645	—	4,837
	1,210	10,702	11,912	1,318	18,853	—	20,171
United Kingdom (0.0%)
Corporate (0.0%)
Virgin Media Finance plc,
8.75%, 4/15/14	20	—	20	15	—	—	15
United States (4.4%)
Corporate (4.4%)
AES Corp. (The),
7.75%, 3/1/14	40	—	40	35	—	—	35
8.00%, 6/1/20 (a)(f)	160	—	160	125	—	—	125
8.75%, 5/15/13 (a)	45	—	45	44	—	—	44
Allied Waste North America, Inc.,
7.25%, 3/15/15	135	—	135	126	—	—	126
American Tower Corp.,
7.13%, 10/15/12	120	—	120	119	—	—	119
7.50%, 5/1/12	75	—	75	74	—	—	74
Aramark Corp.,
8.50%, 2/1/15	30	—	30	27	—	—	27
ArvinMeritor, Inc.,
8.75%, 3/1/12	85	—	85	46	—	—	46
Axcan Intermediate Holdings, Inc.,
12.75%, 3/1/16	40	—	40	34	—	—	34
Baldor Electric Co.,
8.63%, 2/15/17	40	—	40	30	—	—	30
Berry Plastics Holding Corp.,
8.88%, 9/15/14	125	—	125	55	—	—	55
Biomet, Inc.,
11.63%, 10/15/17	115	—	115	99	—	—	99
Bombardier, Inc.,
6.30%, 5/1/14 (a)	100	—	100	83	—	—	83
Brown Shoe Co., Inc.,
8.75%, 5/1/12 (f)	100	—	100	74	—	—	74
Chaparral Energy, Inc.,
8.50%, 12/1/15 (f)	140	—	140	29	—	—	29
8.88%, 2/1/17	20	—	20	4	—	—	4
Charter Communications Operating LLC/Charter
Communications Operating Capital,
10.88%, 9/15/14 (a)(f)	215	—	215	173	—	—	173
Chesapeake Energy Corp.,
6.38%, 6/15/15	25	—	25	20	—	—	20
7.50%, 9/15/13 (f)	140	—	140	121	—	—	121
7.63%, 7/15/13	25	—	25	22	—	—	22
CHS/Community Health Systems, Inc.,
8.88%, 7/15/15	180	—	180	166	—	—	166
Climarex Energy Co.,
7.13%, 5/1/17	30	—	30	24	—	—	24
Constellation Brands, Inc.,
7.25%, 9/1/16 - 5/15/17	150	—	150	142	—	—	142
Crown Americas LLC/Crown Americas Capital Corp.,
7.63%, 11/15/13 (f)	70	—	70	70	—	—	70
CSC Holdings, Inc.,
8.50%, 6/15/15 (a)	180	—	180	159	—	—	159
DaVita, Inc.,
6.63%, 3/15/13	145	—	145	138	—	—	138
Dex Media West LLC/Dex Media West Finance Co.,
9.88%, 8/15/13	69	—	69	17	—	—	17
DirecTV Holdings LLC/DirecTV Financing Co.,
6.38%, 6/15/15	15	—	15	14	—	—	14
7.63%, 5/15/16	120	—	120	117	—	—	117
Dynegy Holdings, Inc.,
7.75%, 6/1/19	95	—	95	66	—	—	66
Echostar DBS Corp.,
6.38%, 10/1/11	75	—	75	70	—	—	70
6.63%, 10/1/14	50	—	50	42	—	—	42
Edison Mission Energy,
7.75%, 6/15/16	100	—	100	89	—	—	89
El Paso Corp.,
12.00%, 12/12/13	190	—	190	187	—	—	187
Eye Care Centers of America,
10.75%, 2/15/15	165	—	165	158	—	—	158
Fisher Scientific International, Inc.,
6.13%, 7/1/15 (f)	170	—	170	150	—	—	150
Ford Motor Credit Co. LLC,
7.00%, 10/1/13 (f)	275	—	275	190	—	—	190
7.25%, 10/25/11 (f)	235	—	235	172	—	—	172
Forest Oil Corp.,
7.25%, 6/15/19	25	—	25	18	—	—	18
7.75%, 5/1/14	65	—	65	55	—	—	55
Foundation PA Coal Co.,
7.25%, 8/1/14	35	—	35	29	—	—	29
Freeport-McMoran Copper & Gold, Inc.,
8.38%, 4/1/17	185	—	185	152	—	—	152
Freescale Semiconductor, Inc.,
8.88%, 12/15/14	155	—	155	69	—	—	69
Fresenius Medical Care Capital Trust IV,
7.88%, 6/15/11	35	—	35	33	—	—	33
Frontier Communications Corp.,
6.25%, 1/15/13	45	—	45	38	—	—	38

See notes to pro-forma financial statements

B-37

Portfolio of  Investments

(Showing Percentage of Total Value of Investments)

As of December 31, 2008 (unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc.	Morgan Stanley Emerging Markets Debt Fund, Inc.	Pro Forma	Morgan Stanley Global Opportunity Bond Fund, Inc.	Morgan Stanley Emerging Markets Debt Fund, Inc.		Pro Forma
	Face Amount	Face Amount	Face Amount	Value	Value	Adjustments	Value
Security Description	(000)	(000)	(000)	(000)	(000)	(000)	(000)
7.13%, 3/15/19	90	—	90	61	—	—	61
General Motors Acceptance Corp. LLC,
6.75%, 12/1/14 (a)(h)	119	—	119	86	—	—	86
6.88%, 9/15/11 (a)(h)	161	—	161	129	—	—	129
7.50%, 12/31/13 (a)(h)	9	—	9	6	—	—	6
8.00%, 12/31/18 (a)(h)	11	—	11	6	—	—	6
General Motors Corp.,
8.38%, 7/15/33	85	—	85	15	—	—	15
Georgia-Pacific LLC,
7.13%, 1/15/17 (a)	105	—	105	89	—	—	89
Glatfelter,
7.13%, 5/1/16	30	—	30	26	—	—	26
Graham Packaging Co., Inc.,
8.50%, 10/15/12	30	—	30	21	—	—	21
9.88%, 10/15/14 (f)	135	—	135	84	—	—	84
Graphic Packaging International, Inc.,
9.50%, 8/15/13	85	—	85	59	—	—	59
Harrah’s Operating Co., Inc.,
10.00%, 12/15/15 (a)	147	—	147	62	—	—	62
HCA, Inc.,
5.75%, 3/15/14	55	—	55	33	—	—	33
6.25%, 2/15/13 (f)	90	—	90	57	—	—	57
7.58%, 9/15/25	65	—	65	30	—	—	30
7.69%, 6/15/25	25	—	25	12	—	—	12
9.13%, 11/15/14 (f)	220	—	220	205	—	—	205
Healthsouth Corp.,
10.75%, 6/15/16	110	—	110	101	—	—	101
Hexcel Corp.,
6.75%, 2/1/15	95	—	95	73	—	—	73
Hilcorp Energy I LP/Hilcorp Finance Co.,
7.75%, 11/1/15 (a)	185	—	185	131	—	—	131
Host Hotels & Resorts LP,
6.38%, 3/15/15	80	—	80	60	—	—	60
7.13%, 11/1/13 (f)	90	—	90	73	—	—	73
Idearc, Inc.,
8.00%, 11/15/16	300	—	300	24	—	—	24
Innophos Holdings, Inc.,
9.50%, 4/15/12 (a)	50	—	50	37	—	—	37
Innophos, Inc.,
8.88%, 8/15/14	80	—	80	56	—	—	56
Intelsat Corp.,
9.25%, 6/15/16 (a)(f)	175	—	175	160	—	—	160
Interface, Inc.,
9.50%, 2/1/14	90	—	90	72	—	—	72
10.38%, 2/1/10	30	—	30	30	—	—	30
Invacare Corp.,
9.75%, 2/15/15	20	—	20	18	—	—	18
Ipalco Enterprises, Inc.,
8.63%, 11/14/11	30	—	30	28	—	—	28
Iron Mountain, Inc.,
7.75%, 1/15/15	40	—	40	36	—	—	36
8.63%, 4/1/13 (f)	130	—	130	123	—	—	123
Johnsondiversey, Inc.,
9.63%, 5/15/12 (f)	125	—	125	103	—	—	103
KAR Holdings, Inc.,
8.75%, 5/1/14	30	—	30	13	—	—	13
Key Energy Services, Inc.,
8.38%, 12/1/14	100	—	100	66	—	—	66
Knight, Inc.,
6.50%, 9/1/12	41	—	41	35	—	—	35
Koppers, Inc.,
9.88%, 10/15/13	45	—	45	42	—	—	42
L-3 Communications Corp.,
7.63%, 6/15/12	70	—	70	69	—	—	69
Las Vegas Sands Corp.,
6.38%, 2/15/15	100	—	100	58	—	—	58
LIN Television Corp.,
6.50%, 5/15/13	90	—	90	43	—	—	43
Massey Energy Co.,
6.88%, 12/15/13	165	—	165	123	—	—	123
Medco Health Solutions, Inc.,
7.13%, 3/15/18	60	—	60	56	—	—	56
MGM Mirage,
6.00%, 10/1/09 (f)	200	—	200	192	—	—	192
13.00%, 11/15/13 (a)	175	—	175	168	—	—	168
Michael Foods, Inc.,
8.00%, 11/15/13	75	—	75	65	—	—	65
Mirant Americas Generation LLC,
8.50%, 10/1/21	100	—	100	76	—	—	76
Nalco Co.,
7.75%, 11/15/11	55	—	55	53	—	—	53
National Mentor Holdings, Inc.,
11.25%, 7/1/14	75	—	75	59	—	—	59
Neiman Marcus Group, Inc. (The) PIK,
9.00%, 10/15/15	80	—	80	36	—	—	36
Newfield Exploration Co.,
6.63%, 9/1/14 (f)	190	—	190	157	—	—	157
7.13%, 5/15/18	25	—	25	20	—	—	20
Nextel Communications, Inc.,
6.88%, 10/31/13	70	—	70	30	—	—	30
Nortek, Inc.,
8.50%, 9/1/14	130	—	130	31	—	—	31
NRG Energy, Inc.,
7.38%, 1/15/17	90	—	90	83	—	—	83
Omnicare, Inc.,
6.75%, 12/15/13	95	—	95	81	—	—	81
6.88%, 12/15/15	80	—	80	66	—	—	66
Ormat Funding Corp.,
8.25%, 12/30/20 (b)	128	—	128	95	—	—	95
Owens-IIllinois, Inc.,
7.50%, 5/15/10 (f)	285	—	285	284	—	—	284

See notes to pro-forma financial statements

B-38

Portfolio of  Investments

(Showing Percentage of Total Value of Investments)

As of December 31, 2008 (unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc.	Morgan Stanley Emerging Markets Debt Fund, Inc.	Pro Forma	Morgan Stanley Global Opportunity Bond Fund, Inc.		Morgan Stanley Emerging Markets Debt Fund, Inc.		Pro Forma
	Face Amount	Face Amount	Face Amount	Value		Value	Adjustments	Value
Security Description	(000)	(000)	(000)	(000)		(000)	(000)	(000)
Oxford Industries, Inc.,
8.88%, 6/1/11 (f)	75	—	75	57		—	—	57
Pacific Energy Partners LP/Pacific Energy Finance Corp.,
7.13%, 6/15/14	90	—	90	79		—	—	79
Philips-Van Heusen Corp.,
7.25%, 2/15/11 (f)	125	—	125	110		—	—	110
Pilgrim’s Pride Corp.,
7.63%, 5/1/15 (c)	105	—	105	29		—	—	29
Plains Exploration & Production Co.,
7.63%, 6/1/18	25	—	25	17		—	—	17
7.75%, 6/15/15	190	—	190	145		—	—	145
Pulte Homes, Inc.,
6.38%, 5/15/33	15	—	15	8		—	—	8
Qwest Capital Funding, Inc.,
7.25%, 2/15/11	20	—	20	17		—	—	17
Qwest Communications International, Inc.,
5.65%, 2/15/09 (d)	51	—	51	51		—	—	51
RBS Global, Inc./Rexnord LLC,
9.50%, 8/1/14	125	—	125	94		—	—	94
Reliant Energy, Inc.,
7.88%, 6/15/17	90	—	90	73		—	—	73
Residential Capital LLC,
8.50%, 5/15/10 (a)	5	—	5	3		—	—	3
Rite Aid Corp.,
8.63%, 3/1/15	115	—	115	40		—	—	40
Sally Holdings LLC/Sally Capital, Inc.,
9.25%, 11/15/14	190	—	190	164		—	—	164
SandRidge Energy, Inc. PIK,
8.63%, 4/1/15	175	—	175	93		—	—	93
Sierra Pacific Power Co.,
6.25%, 4/15/12	70	—	70	67		—	—	67
Smithfield Foods, Inc.,
7.00%, 8/1/11 (f)	70	—	70	50		—	—	50
8.00%, 10/15/09	25	—	25	24		—	—	24
Sonic Automotive, Inc.,
8.63%, 8/15/13	55	—	55	21		—	—	21
Sprint Capital Corp.,
6.90%, 5/1/19 (f)	145	—	145	103		—	—	103
Sprint Nextel Corp.,
6.00%, 12/1/16 (f)	140	—	140	99		—	—	99
Sun Healthcare Group, Inc.,
9.13%, 4/15/15	65	—	65	57		—	—	57
SunGard Data Systems, Inc.,
9.13%, 8/15/13	95	—	95	83		—	—	83
SUPERVALU, Inc.,
7.50%, 5/15/12 - 11/15/14	115	—	115	99		—	—	99
Tenet Healthcare Corp.,
7.38%, 2/1/13 (f)	185	—	185	133		—	—	133
9.88%, 7/1/14	45	—	45	36		—	—	36
Terra Capital, Inc.,
7.00%, 2/1/17	90	—	90	67		—	—	67
Texas Competitive Electric Holdings Co. LLC,
10.25%, 11/1/15 (a)	160	—	160	114		—	—	114
10.50%, 11/1/15 (a)	120	—	120	86		—	—	86
Vangent, Inc.,
9.63%, 2/15/15	65	—	65	38		—	—	38
Verso Paper Holdings LLC/Verso Paper, Inc.,
9.13%, 8/1/14	95	—	95	38		—	—	38
Warner Chilcott Corp.,
8.75%, 2/1/15	77	—	77	69		—	—	69
Westlake Chemical Corp.,
6.63%, 1/15/16	90	—	90	53		—	—	53
Williams Cos., Inc.,
7.88%, 9/1/21 (f)	180	—	180	138		—	—	138
Windstream Corp.,
8.13%, 8/1/13	40	—	40	37		—	—	37
XM Satellite Radio Holdings, Inc.,
13.00%, 8/1/13 (a)	80	—	80	19		—	—	19
	13,683	—	13,683	10,223		—	—	10,223
Mortgage Securities (0.0%)
CA FM Lease Trust,
8.50%, 7/15/17 (a)	67	—	67	70		—	—	70
	13,750	—	13,750	10,293		—	—	10,293
Uruguay (0.2%)
Sovereign (0.2%)
Republic of Uruguay,
8.00%, 11/18/22	44	545	589	41		507	—	548
Venezuela (7.1%)
Sovereign (7.1%)
Republic of Venezuela,
5.75%, 2/26/16	79	987	1,066	34		424	—	458
7.00%, 3/31/38	130	1,631	1,761	48		599	—	647
8.50%, 10/8/14	120	—	120	63		—	—	63
9.00%, 5/7/23	49	617	666	20		250	—	270
9.25%, 9/15/27 - 5/7/28	1,090	18,484	19,574	530		8,831	—	9,361
10.75%, 9/19/13	440	8,330	8,770	290		5,498	—	5,788
	1,908	27,431	29,339	985		15,602	—	16,587
TOTAL DEBT INSTRUMENTS (Cost $264,641)				25,583		198,250	—	223,833
	Shares	Shares	Shares
COMMON STOCK (0.0%)
United States (0.0%)
SW Acquisition LP
(Cost $—) (b)(g)(h)	1	—	1	—		—	—	—
PREFERRED STOCKS (0.0%)
United States (0.0%)
Fannie Mae, 8.75%
(Convertible)	305	—	305	—	@	—	—	—	@
Preferred Blocker, Inc.(a)(h)	63	—	63	20		—	—	20

See notes to pro-forma financial statements.

B-39

Portfolio of Investments

(Showing Percentage of Total Value of Investments)

As of December 31, 2008 (unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc.		Morgan Stanley Emerging Markets Debt Fund, Inc.		Pro Forma		Morgan Stanley Global Opportunity Bond Fund, Inc.			Morgan Stanley Emerging Markets Debt Fund, Inc.						Pro Forma
	Face Amount		Face Amount		Face Amount		Value			Value			Adjustments			Value
Security Description	(000)		(000)		(000)		(000)			(000)			(000)			(000)
TOTAL PREFERRED STOCKS (Cost $49)	368		—		368		20			—			—			20
	No. of		No. of		No. of
	Warrants		Warrants		Warrants
WARRANTS (0.2%)
Nigeria (0.2%)
Central Bank of Nigeria, expires 11/15/20 (d)	500		3,000		3,500		50			300			—			350
Venezuela (0.0%)
Republic of Venezuela, Oil-Linked Payment Obligation, expires 4/15/20 (d)	950		—		950		24			—			—			24
TOTAL WARRANTS (Cost $—@)	1,450		3,000		4,450		74			300			—			374
	Shares		Shares		Shares
SHORT-TERM INVESTMENTS (3.6%)
United States (3.6%)
Investment Company (3.6%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (i)	719,148		7,661,838		8,380,986		719			7,662			—			8,381
	Face Amount		Face Amount		Face Amount
	(000)		(000)		(000)
U.S. Treasury Security (0.0%)
U.S. Treasury Bill
0.002%, 1/15/09 (j)	$	60	$	—	$	60	60			—			—				60
TOTAL SHORT-TERM INVESTMENTS (Cost $8,441)							779			7,662			—				8,441
TOTAL INVESTMENTS (100.0%) (Cost $273,131)							26,456			206,212			—				232,668
LIABILITIES IN EXCESS OF OTHER ASSETS							(1,933		)	(20,506		)	(190		)(k)		(22,629		)
NET ASSETS							$	24,523		$	185,706		$	(190	)		$	210,039

See notes to pro-forma financial statements.

B-40

The Funds adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”), effective January 1, 2008. In accordance with SFAS 157, fair value is defined as the price that the Funds would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. SFAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value the Funds’ investments. The inputs are summarized in the three broad levels listed below.

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of December 31, 2008 in valuing the Funds’ investments carried at value:

	Morgan Stanley Global Opportunity Bond Fund, Inc.			Morgan Stanley Emerging Markets Debt Fund, Inc.			Combined Pro Forma
Investments in Securities (Level 1) (000)	$	719		$	7,662		$	8,381
Investments in Securities (Level 2) (000)	25,737			198,550			224,287
Investments in Securities (Level 3) (000)	—		**	—			—		**
Total	26,456			206,212			232,668
Other Financial Instruments * (Level 1) (000)	—			—			—
Other Financial Instruments * (Level 2) (000)	(1,753		)	(16,488		)	(18,241		)
Other Financial Instruments * (Level 3) (000)	—			—			—
Total	$	(1,753	)	$	(16,488	)	$	(18,241	)

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

Investments in Securities (000)

Balance as of 12/31/07	$	20		$	422		$	442
Accrued discounts/premiums	—		@	2			2
Realized gain (loss)	(806		)	(138		)	(944		)
Change in unrealized appreciation (depreciation)	797			(63		)	734
Net purchases (sales)	(11		)	(223		)	(234		)
Net transfers in and/or out of Level 3	—			—			—
Balance as of 12/31/08	$	—	**	$	—		$	—	**
The amount of total gains (losses) for the period included in earnings attributable to the change unrealized gains (losses) relating to assets and liabilities still held as of 12/31/08.	$	—		$	—		$	—

@ Amount is less than $500.

* Other financial instruments include forwards and reverse repurchase agreements.

** Includes a security which is valued at zero.

Security Valuation: 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.  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. 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.

B-41

Debt securities purchased with remaining maturities of 60 days or less are valued at amortized cost, if it approximates market 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 (the “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 Directors.

B-42

Foreign Currency Exchange Contract Information

The Funds have the following foreign currency exchange contract(s) open at period end:

Morgan Stanley Global Opportunity Bond Fund, Inc. Currency to Deliver (000)		Morgan Stanley Emerging Markets Debt Fund, Inc. Currency to Deliver (000)		Combined Pro Forma Currency to Deliver (000)		Morgan Stanley Global Opportunity Bond Fund, Inc. Value (000)		Morgan Stanley Emerging Markets Debt Fund, Inc. Value (000)		Combined Pro Forma Value (000)		Settlement Date	Morgan Stanley Global Opportunity Bond Fund, Inc. In Exchange For (000)		Morgan Stanley Emerging Markets Debt Fund, Inc. In Exchange For (000)		Combined Pro Forma In Exchange For (000)		Morgan Stanley Global Opportunity Bond Fund, Inc. Value (000)		Morgan Stanley Emerging Markets Debt Fund, Inc. Value (000)		Combined Pro Forma Value (000)		Morgan Stanley Global Opportunity Bond Fund, Inc. Unrealized Appreciation (Depreciation)		Morgan Stanley Emerging Markets Debt Fund, Inc. Unrealized Appreciation (Depreciation)			Combined Pro Forma Unrealized Appreciation (Depreciation)
EUR	165		—	EUR	165	$	229	$	—	$	229	2/3/09	USD	213	$	—	USD	213	$	213	$	—	$	213	$(16	)	$	—		$	(16	)
USD	92	USD	1,150	USD	1,242		92		1,150		1,242	1/12/09	MXN	1,240	MXN	15,620	MXN	16,860		90		1,125		1,215	(2	)		(25	)		(27	)
USD	208		—	USD	208		208		—		208	2/3/09	EUR	165		—	EUR	165		229		—		229	21			—			21
						$	529	$	1,150	$	1,679								$	532	$	1,125	$	1,657	$3		$	(25	)	$	(22	)

EUR - Euro

MXN - Mexican Peso

USD - United States Dollar

B-43

Notes to the Portfolio of Investments

(a)	144A security - Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.
(b)	Security has been deemed illiquid at December 31, 2008.
(c)	Issuer is in default.
(d)	Variable/Floating Rate Security - Interest rate changes on these instruments are based on changes in a designated base rate. The rates shown are those in effect on December 31, 2008.
(e)	Step Bond - Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2008. Maturity date disclosed is the ultimate maturity date.
(f)	Denotes all or a portion of securities subject to repurchase under the Reverse Repurchase Agreements as of December 31, 2008.
(g)	At December 31, 2008, the Fund held less than $500 of fair valued securities, representing less than 0.05% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund’s Directors.
(h)	Non-income producing security.
(i)	The Funds invests in the Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (the “Liquidity Fund”), an open-end management investment company managed by the Adviser. The investment advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Fund. For the year ended December 31, 2008, advisory fees paid were reduced by approximately $6,000 relating to the Fund’s investment in the Liquidity Fund. For the same period, income distributions earned by the Fund are recorded as dividends from affiliates and totaled approximately $134,000. For the year ended December 31, 2008, the approximate cost of purchase and sales in the Liquidity Fund were $151,844,000 and $150,258,000, respectively.
(j)	Rate shown is the yield to maturity at December 31, 2008.
(k)	Estimated reorganization expenditures and will not be borne by pro forma combined fund on a going forward basis.
@	Value is less than $500.
BRL	Brazilian Real
MXN	Mexican Peso
NGN	Nigerian Naira
PIK	Payment-in-kind. Income may be paid in additional securities or cash at the discretion of the issuer.

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for federal income tax purposes was as follows:

	Morgan Stanley Global Opportunity Bond Fund, Inc.			Morgan Stanley Emerging Markets Debt Fund, Inc.			Combined Pro Forma
Aggregate gross unrealized appreciation	$	438,000		$	3,071,000		$	3,509,000
Aggregate gross unrealized depreciation	(6,196,000		)	(38,281,000		)	(44,477,000		)
Net unrealized appreciation (depreciation)	$	(5,758,000	)	$	(35,210,000	)	$	(40,968,000	)
Federal income tax cost of investments	$	32,214,000		$	241,422,000		$	273,636,000

B-44

PRO FORMA COMBINING CONDENSED STATEMENT OF ASSETS AND LIABILITIES

AS OF  December 31, 2008 (Unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc. (000)			Morgan Stanley Emerging Markets Debt Fund, Inc. (000)			Adjustments (000)			Pro Forma Combined Fund (000)
Assets
Investments in Securities of Unaffiliated Issuers, at Cost	$	31,408		$	233,342		$	—		$	264,750
Investment in Security of Affiliated Issuer, at Cost	719			7,662						8,381
Total Investments in Securities, at Cost	32,127			241,004			—			$	273,131
Foreign Currency, at Cost	18			479						$	497
Investments in Securities of Unaffiliated Issuers, at Value	$	25,737		$	198,550		$	—		$	224,287
Investments in Security of Affiliated Issuer, at Value	719			7,662						8,381
Total Investments in Securities, at Value	26,456			206,212			—			232,668
Cash	46			—			—			46
Foreign currency, at Value	15			445			—			460
Receivable for Investments Sold	28			—			—			28
Unrealized Appreciation on Foreign Currency Exchange Contracts	21			—			—			21
Receivable from Affiliate	—		@	1			—			1
Dividends Receivable	1			8			—			9
Interest Receivable	720			5,332			—			6,052
Other Assets	1			5			—			6
Total Assets	$	27,288		$	212,003		$	—		$	239,291
Liabilities
Payable for:
Reverse Repurchase Agreements	$	1,763		$	16,467		$	—		$	18,230
Dividends Declared	755			8,389			—			9,144
Outstanding Warrants	—			956			—			956
Lehman Brothers Closed Reverse Repurchase Transactions	21			81			—			102
Lehman Brothers Closed Swap Transactions	134			—			—			134
Bank Overdraft	—			137			—			137
Investment Advisory Fees	20			156			—			176
Administration Fees	2			6			—			8
Custodian Fees	4			9			—			13
Directors’ Fees and Expenses	3			6			—			9
Unrealized Depreciation on Foreign Currency Exchange Contracts	18			25			—			43
Estimated reorganization cost	—			—			190		(a)	190
Other Liabilities	45			65			—			110
Total Liabilities	$	2,765		$	26,297		$	190		$	29,252
Net Assets	$	24,523		$	185,706		$	(190	)	$	210,039
Net Assets:
Common Stock	$	41		$	211		—			252
Paid in Capital	46,723			233,740			—			280,463
Undistributed (Distributions in Excess of) Net Investment Income	168			(1,020		)	(190		)(a)	(1,042		)
Accumulated Net Realized Loss	(16,732		)	(11,337		)	—			(28,069		)
Unrealized Appreciation (Depreciation) on Investments and Foreign	—
Currency Exchange Contracts and Translations	(5,677		)	(35,888		)	—			(41,565		)
Net Assets	$	24,523		$	185,706		$	(190	)	$	210,039
Shares Outstanding (not in thousands)	4,103,296			21,116,315			(1,324,251		)(b)	23,895,360
Shares Authorized (not in thousands)	100,000,000			100,000,000			—			100,000,000
Par Value	$	0.01		$	0.01		—			$	0.01
Net Asset Value Per Share	$	5.98		$	8.79		—			$	8.79

@ — Amount is less than $500.

(a) Estimated reorganization expenditures and will not be borne by pro forma combined fund on a going forward basis.

(b) Estimated adjustment to the number of shares outstanding due to the merger.

B-45

PRO FORMA COMBINING CONDENSED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTH PERIOD ENDED December 31, 2008 (Unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc. (000)			Morgan Stanley Emerging Markets Debt Fund, Inc. (000)			Adjustments (000)			Pro Forma Combined Fund (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	2,678		$	16,575		$	—		$	19,253
Dividends from Security of Affiliated Issuer	24			110			—			134
Dividends from Securities of Unaffiliated Issuers	1			—			—			1
Total Investment Income	2,703			16,685			—			19,388
Expenses:
Investment Advisory Fees	301			2,247			—			2,548
Administration Fees	24			180			(17		)(a)	187
Custodian Fees	13			26			(5		)(b)	34
Directors’ Fees and Expenses	1			4			—			5
Professional Fees	79			132			(77		)(c)	134
Stockholder Reporting Expenses	29			39			(20		)(d)	48
Stockholder Servicing Agent Fees	8			9			(6		)(e)	11
Other Expenses	41			49			(28		)(f)	62
Expenses Before Non Operating Expenses	496			2,686			(153		)	3,029
Interest Expense on Reverse Repurchase Agreements	107			192			—			299
Bank Overdraft Expense	1			3			—			4
Total Expenses	604			2,881			(153		)	3,332
Waiver of Administration Fees	—			(101		)				(101		)
Rebate from Morgan Stanley Affiliated Cash Sweep	(1		)	(5		)	—			(6		)
Expense Offset	—		@	(3		)	—			(3		)
Net Expenses	603			2,772			(153		)	3,222
Net Investment Income	$	2,100		$	13,913		$	153		$	16,166
Realized Gain (Loss) on:
Investments	(3,036		)	(2,776		)	—			(5,812		)
Foreign Currency Transactions	104			2,158			—			2,262
Futures Contracts	(497		)	(5,507		)	—			(6,004		)
Swap Agreements	368			3,461			—			3,829
Net Realized Loss	(3,061		)	(2,664		)	—			(5,725		)
Change in Unrealized Appreciation (Depreciation) on:
Investments	(5,104		)	(46,690		)	—			(51,794		)
Foreign Currency Exchange Contracts and Translations	(4		)	(170		)	—			(174		)
Futures Contracts	27			282			—			309
Swap Agreements	(196		)	(462		)	—			(658		)
Change in Unrealized Appreciation (Depreciation)	(5,277		)	(47,040		)	—			(52,317		)
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation)	(8,338		)	(49,704		)	—			(58,042		)
Increase from Payment by Affiliate	36			—			—			36
Net Decrease in Net Assets Resulting from Operations	$	(6,202	)	$	(35,791	)	$	153		$	(41,840	)

@ —	Amount is less than $500.
(a) —	Reflects adjustment of Adminstration fee for Morgan Stanley Emerging Markets Debt Fund, Inc.
(b) —	Reflects elimination of transaction fees of approximately $5,000 for Morgan Stanley Global Opportunity Bond Fund, Inc. Safekeeping charges would be picked up by Morgan Stanley Emerging Markets Debt Fund, Inc.
(c) —	Reflects elimination of audit and tax return fees for Morgan Stanley Global Opportunity Bond Fund, Inc.
(d) —	Reflects elimination of annual fixed charges for Morgan Stanley Global Opportunity Bond Fund, Inc. ($20,000 of which $19,250 for shareholder reporting and $750 for quarterly filings).
(e) —	Reflects elimination of fixed fees for Morgan Stanley Global Opportunity Bond Fund, Inc. for manual and automatic transactions.
(f) —	Reflects elimination of approximately $28,000 for miscellaneous invoices for NYSE listing fees, CCO fees, and Lipper for Morgan Stanley Global Opportunity Bond Fund, Inc.

B-46

Notes to Pro Forma Combining Financial Statements

As Of December 31, 2008 (Unaudited)

1. These financial statements set forth the unaudited pro forma condensed Statement of Assets and Liabilities as of December 31, 2008 and the unaudited pro forma condensed Statements of Operations and Cash Flows for the twelve month period ended December 31, 2008 for the Morgan Stanley Emerging Markets Debt Fund, Inc. and the Morgan Stanley Global Opportunity Bond Fund, Inc., as adjusted giving effect to the Reorganization as if it had occurred as of December 31, 2008. These statements have been derived from the books and records utilized in calculating daily net asset value for each Fund.

2. There is no guarantee that the Portfolio of Investments of the Combined Fund on the closing date of the Reorganization will match the Pro Forma Portfolio of Investments presented herein. Certain securities acquired in the Reorganization could be sold by the surviving entity; however, no securities are required to be sold in connection with the Reorganization.

3. The reorganization costs are estimated at $190,000 which will be borne by the funds.

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PRO FORMA COMBINING CONDENSED STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTH PERIOD ENDED December 31, 2008 (Unaudited)

	Morgan Stanley Global Opportunity Bond Fund, Inc. (000)			Morgan Stanley Emerging Markets Debt Fund, Inc. (000)			Adjustments (000)		Pro Forma Combined Fund (000)
Cash Flows From Operating Activities:
Proceeds from Sales and Maturities of Long-Term Investments	$	18,478		$	144,555		$	—	$	163,033
Purchase of Long-Term Investments	(17,037		)	(143,816		)	—		(160,853		)
Net Increase (Decrease) in Short-Term Investments	106			(1,702		)	—		(1,596		)
Net Increase (Decrease) in Foreign Currency Holdings	(14		)	(479		)	—		(493		)
Net Increase (Decrease) in Cash Overdrafts	(20		)	96			—		76
Net Realized Gain (Loss) for Foreign Currency Transactions	104			2,158			—		2,262
Net Realized Gain (Loss) on Futures Contracts	(497		)	(5,507		)	—		(6,004		)
Net Realized Gain (Loss) on Swap Agreements	368			3,461			—		3,829
Reimbursement by Affiliate	36			—			—		36
Net Investment Income	2,100			13,913			—		16,013
Adjustments to Reconcile Net Investment Income to Net Cash Provided (Used) by Operating Activities:
Net (Increase) Decrease in Receivables Related to Operations	63			381			—		444
Net (Increase) Decrease in Payables Related to Operations	(65		)	(111		)	—		(176		)
Accretion/Amortization of Discounts and Premiums	(47		)	288			—		241
Net Cash Provided (Used) by Operating Activities	3,575			13,237			—		16,812
Cash Flows From Financing Activities:
Cash Received for Reverse Repurchase Agreements	22,468			73,490			—		95,958
Cash Paid for Reverse Repurchase Agreements	(23,219		)	(66,493		)	—		(89,712		)
Payment for Fund Shares Repurchased	(448		)	(5,974		)	—		(6,422		)
Cash Distributions Paid	(2,330		)	(14,260		)	—		(16,590		)
Net Cash Provided (Used) for Financing Activities	(3,529		)	(13,237		)	—		(16,766		)
Net Increase (Decrease) in Cash	46			—			—		46
Cash at Beginning of Period	—			—			—		—
Cash at End of Period	$	46		$	—		$	—	$	46
Supplemental Disclosure of Cash Flow Information:
Interest Paid on Reverse Repurchase Agreements during the Period	$	156		$	248		$	—	$	404

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APPENDIX A

MORGAN STANLEY INVESTMENT MANAGEMENT PROXY VOTING POLICY AND PROCEDURES

I.POLICY STATEMENT

Morgan Stanley Investment Management’s (“MSIM”) policy and procedures for voting proxies (“Policy”) with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies.  This Policy is reviewed and updated as necessary to address new and evolving proxy voting issues and standards.

The MSIM entities covered by this Policy currently include the following:  Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management 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, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an “MSIM Affiliate” and collectively referred to as the “MSIM Affiliates” or as “we” below).

Each MSIM Affiliate will use its best efforts to 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 herein as the “MSIM Funds”), each MSIM Affiliate will vote proxies under this Policy pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the MSIM Funds.  An 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 or investment advisory agreement does not authorize the MSIM Affiliate to vote proxies.  MSIM Affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a client’s benefit plan(s) for which the MSIM Affiliates 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 an MSIM Affiliate with a proxy voting policy.  In these situations, the MSIM Affiliate will comply with the client’s policy.

Proxy Research Services — RiskMetrics Group ISS Governance Services (“ISS”) and Glass Lewis (together with other proxy research providers as we may retain from time to time, the “Research Providers”) 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 include in-depth research, global issuer analysis, and voting recommendations.  While we may review and utilize the recommendations of the Research Providers in making proxy voting decisions, we are in no way obligated to follow such recommendations.  In addition to research, ISS provides vote execution, reporting, and recordkeeping services.

Voting Proxies for Certain Non-U.S. Companies — Voting proxies of companies located in some jurisdictions, particularly emerging markets, may involve several problems that can restrict or prevent the ability to vote such proxies or entail significant costs.  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 our voting instructions.  As a result, we vote clients’ non-U.S. proxies on a best efforts basis only, after weighing the costs and benefits of voting such proxies, consistent with the Client Proxy Standard.  ISS has been retained to provide assistance in connection with voting non-U.S. proxies.

II.GENERAL PROXY VOTING GUIDELINES

To promote consistency in voting proxies on behalf of its clients, we follow this Policy (subject to any exception set forth herein).  The Policy addresses a broad range of issues, and provides general voting parameters on proposals that arise most frequently.  However, details of specific proposals vary, and those details affect particular

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voting decisions, as do factors specific to a given company.  Pursuant to the procedures set forth herein, we may vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee (see Section III for description) and is consistent with the Client Proxy Standard.  Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A.

We endeavor to integrate governance and proxy voting policy with investment goals, using the vote to encourage portfolio companies to enhance long-term shareholder value and to provide a high standard of transparency such that equity markets can value corporate assets appropriately.

We seek to follow the Client Proxy Standard for each client.  At times, this may result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome).  We also may split votes at times based on differing views of portfolio managers.

We may abstain on matters for which disclosure is inadequate.

A.Routine Matters.

We generally support routine management proposals.  The following are examples of routine management proposals:

·Approval of financial statements and auditor reports if delivered with an unqualified auditor’s opinion.

·General updating/corrective amendments to the charter, articles of association or bylaws, unless we believe that such amendments would diminish shareholder rights.

·Most proposals related to the conduct of the annual meeting, with the following exceptions.  We generally oppose proposals that relate to “the transaction of such other business which may come before the meeting,” and open-ended requests for adjournment.  However, where management specifically states the reason for requesting an adjournment and the requested adjournment would facilitate passage of a proposal that would otherwise be supported under this Policy (i.e. an uncontested corporate transaction), the adjournment request will be supported.

We generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.

B.Board of Directors.

1.Election of directors:  Votes on board nominees can involve balancing a variety of considerations.  In balancing various factors in uncontested elections, we may take into consideration whether the company has a majority voting policy in place that we believe makes the director vote more meaningful.  In the absence of a proxy contest, we generally support the board’s nominees for director except as follows:

a.We consider withholding support from or voting against interested directors if the company’s board does not meet market standards for director independence, or if otherwise we believe board independence is insufficient.  We refer to prevalent market standards as promulgated by a stock exchange or other authority within a given market (e.g., New York Stock Exchange or Nasdaq rules for most U.S. companies, and The Combined Code on Corporate Governance in the United Kingdom).  Thus, for an NYSE company with no controlling shareholder, we would expect that at a minimum a majority of directors should be independent as defined by NYSE.  Where we view market standards as inadequate, we may withhold votes based on stronger independence standards.  Market standards notwithstanding, we generally do not view long board

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tenure alone as a basis to classify a director as non-independent, although lack of board turnover and fresh perspective can be a negative factor in voting on directors.

i.At a company with a shareholder or group that controls the company by virtue of a majority economic interest in the company, we have a reduced expectation for board independence, although we believe the presence of independent directors can be helpful, particularly in staffing the audit committee, and at times we may withhold support from or vote against a nominee on the view the board or its committees are not sufficiently independent.

ii.We consider withholding support from or voting against a nominee if he or she is affiliated with a major shareholder that has representation on a board disproportionate to its economic interest.

b.Depending on market standards, we consider withholding support from or voting against a nominee who is interested and who is standing for election as a member of the company’s compensation, nominating or audit committee.

c.We consider withholding support from or voting against a nominee if we believe a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty.  We may oppose directors where we conclude that actions of directors are unlawful, unethical or negligent.  We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems, and/or acting with insufficient independence between the board and management.

d.We consider withholding support from or voting against a nominee standing for election if the board has not taken action to implement generally accepted governance practices for which there is a “bright line” test.  For example, in the context of the U.S. market, failure to eliminate a dead hand or slow hand poison pill would be seen as a basis for opposing one or more incumbent nominees.

e.In markets that encourage designated audit committee financial experts, we consider voting against members of an audit committee if no members are designated as such.  We also may not support the audit committee members if the company has faced financial reporting issues and/or does not put the auditor up for ratification by shareholders.

f.We believe investors should have the ability to vote on individual nominees, and may abstain or vote against a slate of nominees where we are not given the opportunity to vote on individual nominees.

g.We consider withholding support from or voting against a nominee who has failed to attend at least 75% of the nominee’s board and board committee meetings within a given year without a reasonable excuse.  We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.

h.We consider withholding support from or voting against a nominee who appears overcommitted, particularly through service on an excessive number of boards.  Market expectations are incorporated into this analysis; for U.S. boards, we generally oppose election of a nominee who serves on more than six public company boards (excluding investment companies).

2.Discharge of directors’ duties:  In markets where an annual discharge of directors’ responsibility is a routine agenda item, we generally support such discharge.  However, we may vote against discharge or abstain from voting where there are serious findings of fraud or other unethical

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behavior for which the individual bears responsibility.  The annual discharge of responsibility represents shareholder approval of actions taken by the board during the year and may make future shareholder action against the board difficult to pursue.

3.Board independence:  We generally support U.S. shareholder proposals requiring that a certain percentage (up to 662/3%) of the company’s board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees.

4.Board diversity:  We consider on a case-by-case basis shareholder proposals urging diversity of board membership with respect to social, religious or ethnic group.

5.Majority voting:  We generally support proposals requesting or requiring majority voting policies in election of directors, so long as there is a carve-out for plurality voting in the case of contested elections.

6.Proxy access:  We consider on a case-by-case basis shareholder proposals to provide procedures for inclusion of shareholder nominees in company proxy statements.

7.Proposals to elect all directors annually:  We generally support proposals to elect all directors annually at public companies (to “declassify” the Board of Directors) where such action is supported by the board, and otherwise consider the issue on a case-by-case basis based in part on overall takeover defenses at a company.

8.Cumulative voting:  We generally support proposals to eliminate cumulative voting in the U.S. market context.  (Cumulative voting provides that shareholders may concentrate their votes for one or a handful of candidates, a system that can enable a minority bloc to place representation on a board.)  U.S. proposals to establish cumulative voting in the election of directors generally will not be supported.

9.Separation of Chairman and CEO positions:  We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint a non-executive Chairman based in part on prevailing practice in particular markets, since the context for such a practice varies.  In many non-U.S. markets, we view separation of the roles as a market standard practice, and support division of the roles in that context.

10.Director retirement age and term limits:  Proposals recommending set director retirement ages or director term limits are voted on a case-by-case basis.

11.Proposals to limit directors’ liability and/or broaden indemnification of officers and directors.  Generally, we will support such proposals provided that an individual is eligible only if he or she has not acted in bad faith, gross negligence or reckless disregard of their duties.

C.            Statutory Auditor Boards.

The statutory auditor board, which is separate from the main board of directors, plays a role in corporate governance in several markets.  These boards are elected by shareholders to provide assurance on compliance with legal and accounting standards and the company’s articles of association.  We generally vote for statutory auditor nominees if they meet independence standards.  In markets that require disclosure on attendance by internal statutory auditors, however, we consider voting against nominees for these positions who failed to attend at least 75% of meetings in the previous year.  We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.

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D.Corporate Transactions and Proxy Fights.

We examine proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) on a case-by-case basis in the interests of each fund or other account.  Proposals for mergers or other significant transactions that are friendly and approved by the Research Providers usually are supported if there is no portfolio manager objection.  We also analyze proxy contests on a case-by-case basis.

E.Changes in Capital Structure.

1.We generally support the following:

·Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold.

·Management proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if:  (i) a clear business purpose is stated that we can support and the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and/or (ii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the total new authorization will be outstanding.  (We consider proposals that do not meet these criteria on a case-by-case basis.)

·Management proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital, unless we have concerns about use of the authority for antitakeover purposes.

·Management proposals to authorize share repurchase plans, except in some cases in which we believe there are insufficient protections against use of an authorization for anti-takeover purposes.

·Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.

·Management proposals to effect stock splits.

·Management 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 generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases.

·Management dividend payout proposals, except where we perceive company payouts to shareholders as inadequate.

2.We generally oppose the following (notwithstanding management support):

·Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders.

·Proposals to increase the authorized or issued number of shares of existing classes of stock that are unreasonably dilutive, particularly if there are no preemptive rights for existing shareholders.  However, depending on market practices, we consider voting for proposals giving general authorization for issuance of shares not subject to pre-emptive rights if the authority is limited.

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·Proposals that authorize share issuance at a discount to market rates, except where authority for such issuance is de minimis, or if there is a special situation that we believe justifies such authorization (as may be the case, for example, at a company under severe stress and risk of bankruptcy).

·Proposals relating to changes in capitalization by 100% or more.

We consider on a case-by-case basis shareholder proposals to increase dividend payout ratios, in light of market practice and perceived market weaknesses, as well as individual company payout history and current circumstances.  For example, currently we perceive low payouts to shareholders as a concern at some Japanese companies, but may deem a low payout ratio as appropriate for a growth company making good use of its cash, notwithstanding the broader market concern.

F.Takeover Defenses and Shareholder Rights.

1.Shareholder rights plans:  We generally support proposals to require shareholder approval or ratification of shareholder rights plans (poison pills).  In voting on rights plans or similar takeover defenses, we consider on a case-by-case basis whether the company has demonstrated a need for the defense in the context of promoting long-term share value; whether provisions of the defense are in line with generally accepted governance principles in the market (and specifically the presence of an adequate qualified offer provision that would exempt offers meeting certain conditions from the pill); and the specific context if the proposal is made in the midst of a takeover bid or contest for control.

2.Supermajority voting requirements:  We generally oppose requirements for supermajority votes to amend the charter or bylaws, unless the provisions protect minority shareholders where there is a large shareholder.  In line with this view, in the absence of a large shareholder we support reasonable shareholder proposals to limit such supermajority voting requirements.

3.Shareholder rights to call meetings:  We consider proposals to enhance shareholder rights to call meetings on a case-by-case basis.

4.Reincorporation:  We consider management and shareholder proposals to reincorporate to a different jurisdiction on a case-by-case basis.  We oppose such proposals if we believe the main purpose is to take advantage of laws or judicial precedents that reduce shareholder rights.

5.Anti-greenmail provisions:  Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal:  (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) 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.

6.Bundled proposals:  We may consider opposing or abstaining on proposals if disparate issues are “bundled” and presented for a single vote.

G.Auditors.

We generally support management proposals for selection or ratification of independent auditors.  However, we may consider opposing such proposals with reference to incumbent audit firms if the company has suffered from serious accounting irregularities and we believe rotation of the audit firm is appropriate, or if fees paid to the auditor for non-audit-related services are excessive.  Generally, to determine if non-audit fees are excessive, a 50% test will be applied (i.e., non-audit-related fees should be less than 50% of the total fees paid to the auditor).  We generally vote against proposals to indemnify auditors.

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H.Executive and Director Remuneration.

1.We generally support the following:

·Proposals for employee equity compensation plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.  Such approval may be against shareholder interest if it authorizes excessive dilution and shareholder cost, particularly in the context of high usage (“run rate”) of equity compensation in the recent past; or if there are objectionable plan design and provisions.

·Proposals relating to fees to outside directors, provided the amounts are not excessive relative to other companies in the country or industry, and provided that the structure is appropriate within the market context.  While stock-based compensation to outside directors is positive if moderate and appropriately structured, we are wary of significant stock option awards or other performance-based awards for outside directors, as well as provisions that could result in significant forfeiture of value on a director’s decision to resign from a board (such forfeiture can undercut director independence).

·Proposals for 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.

·Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.

2.We generally oppose retirement plans and bonuses for non-executive directors and independent statutory auditors.

3.Shareholder proposals requiring shareholder approval of all severance agreements will not be supported, but proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) generally will be supported.  We generally oppose shareholder proposals that would establish arbitrary caps on pay.  We consider on a case-by-case basis shareholder proposals that seek to limit Supplemental Executive Retirement Plans (SERPs), but support such proposals where we consider SERPs to be excessive.

4.Shareholder proposals advocating stronger and/or particular pay-for-performance models will be evaluated on a case-by-case basis, with consideration of the merits of the individual proposal within the context of the particular company and its labor markets, and the company’s current and past practices.  While we generally support emphasis on long-term components of senior executive pay and strong linkage of pay to performance, we consider whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention.

5.We consider shareholder proposals for U.K.-style advisory votes on pay on a case-by-case basis.

6.We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in executive equity compensation programs.

7.We generally support shareholder proposals for reasonable “claw-back” provisions that provide for company recovery of senior executive bonuses to the extent they were based on achieving financial benchmarks that were not actually met in light of subsequent restatements.

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8.Management proposals effectively to re-price stock options are considered on a case-by-case basis.  Considerations include the company’s reasons and justifications for a re-pricing, the company’s competitive position, whether senior executives and outside directors are excluded, potential cost to shareholders, whether the re-pricing or share exchange is on a value-for-value basis, and whether vesting requirements are extended.

I.Social, Political and Environmental Issues.

We consider proposals relating to social, political and environmental issues on a case-by-case basis to determine likely financial impacts on shareholder value, balancing concerns on reputational and other risks that may be raised in a proposal against costs of implementation.  We may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value.  While we support proposals that we believe will enhance useful disclosure, we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs.  We believe that certain social and environmental shareholder proposals may intrude excessively on management prerogatives, which can lead us to oppose them.

J.Fund of Funds.

Certain Funds advised by an MSIM Affiliate invest only in other MSIM Funds.  If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee.

IADMINISTRATION OF POLICY

The MSIM Proxy Review Committee (the “Committee”) has overall responsibility for the Policy.  The Committee, which is appointed by MSIM’s Chief Investment Officer of Global Equities (“CIO”) or senior officer, consists of senior investment professionals who represent the different investment disciplines and geographic locations of the firm, and is chaired by the director of the Corporate Governance Team (“CGT”).  Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, although the Committee has final authority over proxy votes.

The CGT Director is responsible for identifying issues that require Committee deliberation or ratification.  The CGT, working with advice of investment teams and the Committee, is responsible for voting on routine items and on matters that can be addressed in line with these Policy guidelines.  The CGT has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance.

The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.

CGT and members of the Committee may take into account Research Providers’ recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst comments and research, as applicable.  Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies (“Index Strategies”) will be voted in the same manner as those held in actively managed accounts, unless economic interests of the accounts differ.  Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available.  If the affected securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the CGT will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.

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A.Committee Procedures

The Committee meets at least annually to review and consider changes to the Policy.  The Committee will appoint a subcommittee (the “Subcommittee”) to meet as needed between Committee meetings to address any outstanding issues relating to the Policy or its implementation.

The Subcommittee will meet on an ad hoc basis to (among other functions):  (1) monitor and ratify “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 Policy); (2) review and approve upcoming votes, as appropriate, for matters as requested by CGT.

The Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the votes.  The Committee or the Subcommittee are provided with reports on at least a monthly basis detailing specific key votes cast by CGT.

B.Material Conflicts of Interest

In addition to the procedures discussed above, if the CGT Director determines that an issue raises a material conflict of interest, the CGT Director will request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (“Special Committee”).

A potential material conflict of interest could exist in the following situations, among others:

1.The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a matter that materially affects the issuer.

2.The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates except if echo voting is used, as with MSIM Funds, as described herein.

3.Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).

If the CGT Director determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the issue will be addressed as follows:

1.If the matter relates to a topic that is discussed in this Policy, the proposal will be voted as per the Policy.

2.If the matter is not discussed in this Policy or the Policy indicates that the issue is to be decided case-by-case, the proposal will be voted in a manner consistent with the Research Providers, provided that all the Research Providers have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIM’s Client Proxy Standard.

3.If the Research Providers’ recommendations differ, the CGT Director will refer the matter to the Subcommittee or a Special Committee to vote on the proposal, as appropriate.

The Special Committee shall be comprised of the CGT Director, the Chief Compliance Officer or his/ her designee, a senior portfolio manager (if practicable, one who is a member of the Proxy Review Committee) designated by the Proxy Review Committee, and MSIM’s relevant Chief Investment Officer or his/her designee, and any other persons deemed necessary by the CGT Director.  The CGT Director may request non-voting participation by MSIM’s General Counsel or his/her designee.  In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.

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C.Proxy Voting Reporting

The CGT will document in writing all Committee, Subcommittee and Special Committee decisions and actions, which documentation will be maintained by the CGT for a period of at least six years.  To the extent these decisions relate to a security held by an MSIM Fund, the CGT will report the decisions to each applicable Board of Trustees/Directors of those Funds at each Board’s next regularly scheduled Board meeting.  The report will contain information concerning decisions made during the most recently ended calendar quarter immediately preceding the Board meeting.

MSIM will promptly provide a copy of this Policy to any client requesting it.  MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that client’s account.

MSIM’s Legal Department is responsible for filing an annual Form N-PX on behalf of each MSIM Fund for which such filing is required, indicating how all proxies were voted with respect to such Fund’s holdings.

[APPENDIX A and APPENDIX B of the Proxy Voting Policy intentionally omitted.]

Revised February 25, 2009.

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PART C--OTHER INFORMATION

Item 15.  Indemnification

The response to this item is included in Exhibits 1 and 2 under Item 16 below.

Section 2-418 of the Maryland General Corporation Law, Article SEVENTH of the Fund’s Charter, Article VII of the Fund’s Amended and Restated Bylaws, the Investment Advisory and Management Agreement and the Administration Agreement provide for the indemnification of directors and officers of the Fund to the maximum extent permitted by Maryland Law, subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”).

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action.  The Fund’s Charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

Item 16.  Exhibits

1)     Articles of Incorporation, are filed herewith.

2)     Amended and Restated By-Laws dated July 31, 2003, are incorporated herein by reference to Exhibit (b) to Amendment No. 9 to the Registration Statement on Form N-2 filed on August 28, 2003.

3)     Not applicable.

4)     Copy of Agreement and Plan of Reorganization (filed herewith as Exhibit A to the Proxy Statement and Prospectus).

5)     Not applicable.

6)     Investment Advisory and Management Agreement, is filed herewith.

7)     Not applicable.

8)     Not applicable.

9)     (a) Global Custody Agreement, is filed herewith.

(b)   Amendment dated May 4, 2007 to the Global Custody Agreement, is filed herewith.

(c)   Amendment dated June 26, 2008 to the Global Custody Agreement, is filed herewith.

10)   Dividend Reinvestment and Cash Purchase Plan, is filed herewith.

11)   (a)   Opinion and Consent of Clifford Chance US LLP, to be filed by amendment.

(b)   Opinion of Ballard Spahr Andrews & Ingersoll, LLP, to be filed by amendment.

12)   Opinion of Clifford Chance US LLP (as to tax matters), to be filed by amendment.

13)   (a)   Amended and Restated Administration Agreement, is filed herewith.

(b)   Transfer Agency and Service Agreement, is filed herewith.

(c)   Amendment dated April 24, 2009 to the Transfer Agency and Service Agreement, is filed herewith.

14)   Consent of Independent Registered Public Accounting Firm, to be filed by amendment.

15)   Not applicable.

16)   Powers of Attorney of Directors dated June 19, 2009, are filed herewith.

17)   Not applicable.

SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of New York and State of New York on the 17th day of July 2009.

MORGAN STANLEY EMERGING MARKETS
DEBT FUND, INC.
By:	/s/ Randy Takian
	Randy Takian
	President and Principal Executive Officer

As required by the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
(1) Principal Executive Officer	President and Principal Executive Officer	July 17, 2009
/s/Randy Takian
Randy Takian
(2) Principal Financial Officer	Treasurer and Chief Financial Officer	July 17, 2009
/s/James Garrett
James Garrett
(3) Majority of the Directors
INDEPENDENT DIRECTORS
Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Michael E. Nugent
W. Allen Reed
Fergus Reid
/s/ Carl Frischling		July 17, 2009
By: Carl Frischling
Attorney-In-Fact for the
Independent Directors
INTERESTED DIRECTOR
James F. Higgins
/s/ Stefanie V. Chang Yu		July 17, 2009
By: Stefanie V. Chang Yu
Attorney-In-Fact for the
Interested Director

EXHIBIT INDEX

1)	Articles of Incorporation
6)	Investment Advisory and Management Agreement
9) (a)	Global Custody Agreement
(b)	Amendment dated May 4, 2007 to the Global Custody Agreement
(c)	Amendment dated June 26, 2008 to the Global Custody Agreement
10)	Dividend Reinvestment and Cash Purchase Plan
13)  (a)	U.S. Administration Agreement
(b)	Transfer Agency and Service Agreement
(c)	Amendment dated April 24, 2009 to the Transfer Agency and Service Agreement
16)	Powers of Attorney of Directors dated June 19, 2009

EX-99.1

Exhibit 99.1

ARTICLES OF INCORPORATION

OF

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

THE UNDERSIGNED, Jon R. Lewis, whose post office address is c/o Rogers & Wells, 200 Park Avenue, New York, New York 10166, being at least eighteen years of age, does hereby act as an incorporator, under and by virtue of the general laws of the State of Maryland authorizing the formation of corporations and with the intention of forming a corporation.

FIRST:            The name of the corporation (hereinafter called the “Corporation”) is Morgan Stanley Emerging Markets Debt Fund, Inc.

SECOND:       The Corporation was formed for the following purposes:

(1)           To act as a closed-end investment company of the management type registered as such with the Securities and Exchange Commission pursuant to the Investment Company Act of 1940.

(2)           To hold, invest and reinvest its assets in securities and other investments or to hold all or part of its assets in cash.

(3)           To issue and sell shares of its capital stock in such amounts and on such terms and conditions and for such purposes and for such amount or kind of consideration as may now or hereafter be permitted by law.

(4)           To enter into management, supervisory, advisory, administrative, underwriting and other contracts and otherwise do business with other corporations, and subsidiaries or affiliates thereof, or any other firm or organization, notwithstanding that the Board of Directors of the Corporation may be composed in part of officers, directors or employees of such corporation, firm or organization and, in the absence of fraud, the Corporation and such corporation, firm or organization may deal freely with each other and neither such management, supervisory, advisory, administrative or underwriting contract nor

any other contract or transaction between the Corporation and such corporation, firm or organization shall be invalidated or in any way affected thereby.

(5)           To do any and all additional acts and exercise any and all additional powers or rights as may be necessary, incidental, appropriate or desirable for the accomplishment of all or any of the foregoing purposes.

The Corporation shall be authorized to exercise and generally to enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations by the General Laws of the State of Maryland now or hereafter in force.

THIRD:          The post office address of the place at which the principal office of the Corporation in the State of Maryland is located is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.

The name of the Corporation’s resident agent is The Corporation Trust Incorporated, and its post office address is 32 South Street, Baltimore, Maryland 21202.  Said resident agent is a corporation of the State of Maryland.

FOURTH:      Section 1.       The total number of shares of capital stock which the Corporation has authority to issue is 10,000,000 shares of common stock of the par value of $0.01 each, all of one class, having an aggregate par value of $1,000,000.

Section 2.       The presence in person or by proxy of the holders of record of a majority of the aggregate number of shares of common stock issued and outstanding and entitled to vote thereat shall constitute a quorum for the transaction of any business at all meetings of the stockholders except as otherwise provided by law or in these Articles of Incorporation.

Section 3.       Notwithstanding any provision of the General Laws of the State of Maryland requiring action to be taken or authorized by the affirmative vote of the holders of a designated proportion greater than a majority of the shares of common stock, such action shall, except as otherwise provided in these Articles of Incorporation, be valid and effective if taken or authorized by the affirmative vote of the

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holders of a majority of the total number of shares of common stock of the Corporation outstanding and entitled to vote thereupon.

Section 4.       No holder of shares of common stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any part of any new or additional issue of stock of any class, or of rights or options to purchase any stock, or of securities convertible into, or carrying rights or options to purchase, stock of any class, whether now or hereafter authorized or whether issued for money, for a consideration other than money or by way of a dividend or otherwise, and all such rights are hereby waived by each holder of common stock and of any other class of stock or securities which may hereafter be created.

Section 5.       All persons who shall acquire common stock in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation.

Section 6.       (1)   Except as otherwise provided in subsection 2 of this Section 6 of this Article Fourth, the affirmative vote of at least three-fourths of the shares of common stock of the Corporation outstanding and entitled to vote thereupon shall be necessary to authorize any of the following actions:

(a)           the conversion of the Corporation to an “open-end company” or any amendment to these Articles of Incorporation to make the Corporation’s common stock a “redeemable security” (as such terms are defined in the Investment Company Act of 1940);

(b)           the merger or consolidation of the Corporation with or into any other company (including, without limitation, a partnership, corporation, joint venture, business trust, common law trust or any other business organization) or share exchange in which the Corporation is not the successor corporation;

(c)           the dissolution or liquidation of the Corporation notwithstanding any other provision in these Articles of Incorporation;

(d)           any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Corporation other than in the ordinary course of the Corporation’s business;

(e)           a change in the nature of the business of the Corporation so that it would cease to be an investment company registered under the Investment Company Act of 1940; or

(f)            the issuance or transfer by the Corporation (in one transaction or a series of transactions) of any securities of the Corporation to any other person in exchange for cash, securities or other property having an aggregate fair market value of $1,000,000 or

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more excluding (i) sales of any securities of the Corporation in connection with a public offering thereof, (ii) issuances of any securities of the Corporation pursuant to a dividend reinvestment plan adopted by the Corporation or pursuant to a stock dividend and (iii) issuances of any securities of the Corporation upon the exercise of any stock subscription rights distributed by the Corporation.

(2)           If the Board of Directors approves, by a vote of at least seventy percent of the entire Board of Directors, any action listed in subsection (1) of this Section 6 of this Article Fourth other than the action described in clause (1)(f), the affirmative vote of only a majority of the shares of common stock of the Corporation outstanding and entitled to vote thereupon shall be necessary to authorize such action.  If the Board of Directors approves by a vote of at least seventy percent of the entire Board of Directors an action described in clause (1)(f) of this Section 6 of this Article Fourth, no shareholder vote shall be required to authorize such action.

The provisions of this Section 6 of this Article Fourth may not be amended, altered or repealed except by the approval of at least three-fourths of the shares of common stock of the Corporation outstanding and entitled to vote thereupon.

FIFTH:           The initial number of directors of the Corporation is three (3), and the name of the directors who shall act as such until the first annual meeting or until their successor or successors are duly elected and qualify are Warren J. Olsen, Madhav Dhar and Harold J. Schaeff, Jr.  The By-Laws of the Corporation may fix the number of directors at a number other than three and may authorize the Board of Directors, by the vote of a majority of the entire Board of Directors, to increase or decrease the number of directors within a limit specified in the By-Laws, provided that in no case shall the number of directors be less than the number prescribed by law, and to fill the vacancies created by any such increase in the number of directors.  Unless otherwise provided by the By-Laws of the Corporation, the directors of the Corporation need not be stockholders.

The By-Laws of the Corporation may divide the Directors of the Corporation into classes and proscribe the tenure of office of the several classes; but no class shall be elected for a period shorter than that from the time of the election of such class until the next annual meeting and thereafter for a period

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shorter than the interval between annual meetings or for a longer period than five years, and the term of office of at least one class shall expire each year.

A director may be removed only with cause, and any such removal may be made only by the stockholders of the Corporation.

The provisions of this Article Fifth may not be amended, altered or repealed except by a vote of three-fourths of the shares of common stock of the Corporation outstanding and entitled to vote thereupon.

SIXTH:           Section 1.       All corporate powers and authority of the Corporation (except as at the time otherwise provided by statute, by these Articles of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

Section 2.       The Board of Directors shall have the sole power to adopt, alter or repeal the By-Laws of the Corporation except to the extent that the By-Laws otherwise provide.  The provisions of this Section 2 of this Article Sixth may not be amended, altered or repealed except by vote of three-fourths of the shares of common stock of the Corporation outstanding and entitled to vote thereupon.

Section 3.       The Board of Directors shall have the power from time to time to determine whether and to what extent, and at what times and places and under what conditions and regulations, the accounts and books of the Corporation (other than the stock ledger) or any of them shall be open to the inspection of stockholders; and no stockholder shall have any right to inspect any account, book or document of the Corporation except to the extent permitted by statute or the By-Laws.

Section 4.       The Board of Directors shall have the power to determine, as provided herein, or if provision is not made herein, in accordance with generally accepted accounting principles, what constitutes net income, total assets and the net asset value of the shares of common stock of the Corporation.

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Section 5.       The Board of Directors shall have the power to distribute dividends from the funds legally available therefor in such amounts, if any, and in such manner to the stockholders of record as of a date, as the Board of Directors may determine.

SEVENTH:     Section 1.       To the fullest extent permitted by the Maryland General Corporation Law, subject to the requirements of the Investment Company Act of 1940, as amended, no director or officer of the Corporation shall be personally liable to the Corporation or its security holders for money damages.  This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which such liability is asserted.  No amendment of these Articles of Incorporation or repeal of any provision hereof shall limit or eliminate the benefits provided to directors and officers under this provision in connection with any act or omission that occurred prior to such amendment or repeal.

Section 2.       The Corporation shall indemnify, to the fullest extent permitted by law (including the Investment Company Act of 1940) as currently in effect or as the same may hereafter be amended, any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director or officer of the Corporation or serves or served at the request of the Corporation any other enterprises as a director or officer.  To the fullest extent permitted by law (including the Investment Company Act of 1940) as currently in effect or as the same may hereafter be amended, expenses incurred by any such person is defending any such person, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.  The rights provided to any person by this Section 2 of this Article Seventh shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer as provided above.  No amendment of this Section 2 of this Article Seventh shall impair the rights of any person arising at any time with respect to events occurring prior to such

6

amendment.  For purposes of this Section 2 of this Article Seventh, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to any employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.  The provisions of this Section 2 of this Article Seventh shall be in addition to the other provisions of this Article Seventh.

Section 3.       Nothing in this Article Seventh protects or purports to protect any director or officer against any liability to the Corporation or its security holders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Section 4.       Each section or portion thereof of this Article Seventh shall be deemed severable from the reminder, and the invalidity of any such section or portion shall not affect the validity of the reminder of this Article.

EIGHTH:        The duration of the Corporation shall be perpetual.

NINTH:          From time to time, any of the provisions of these Articles of Incorporation may be amended, altered or repealed (including any amendment that changes the terms of any of the outstanding stock by classification, reclassification or otherwise), and other provisions that may, under the statutes of the State of Maryland at the time in force, be lawfully contained in articles of incorporation may be added or inserted, upon the vote of the holders of a majority of the shares of common stock of the Corporation

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outstanding and entitled to vote thereupon.  If these Articles of Incorporation specifically so provide, however, any such amendment, alteration, repeal, addition or insertion may be affected only upon the vote of three-fourths of the shares of common stock of the Corporation outstanding and entitled to vote thereupon.  The provisions of the prior sentence may not be amended, altered or repealed except by vote of three-fourths of the shares of common stock of the corporation outstanding and entitled to vote thereupon.  All rights at any time conferred upon the stockholders of the Corporation by these Articles of Incorporation are subject to the provisions of this Article Ninth.

IN WITNESS WHEREOF, I have executed these Articles of Incorporation acknowledging the same to be my act on May 5, 1993.

	/s/ Jon R. Lewis
	Incorporator
Witness:
/s/

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EX-99.6

Exhibit 99.6

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Agreement, dated as of March 13, 1997 between MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC., a Maryland corporation (the “Fund”), and MORGAN STANLEY ASSET MANAGEMENT INC., a Delaware corporation (the “Investment Manager”).

WHEREAS, the Fund is a closed-end, non-diversified management investment company registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), shares of common stock of which are registered under the Securities Act of 1933, as amended; and

WHEREAS, the Fund’s primary investment objective is to seek high current income.  As a secondary objective, the Fund will seek capital appreciation.  In seeking to achieve these objectives, the Fund will invest primarily in debt securities of government and government-related issuers located in emerging countries (including participations in loans between governments and financial institutions), and of entities organized to restructure outstanding debt of such issuers.  The Fund may also invest up to 35% of its total assets in debt securities of corporate issuers located in or organized under the laws of emerging countries (the Fund’s investment objectives are more fully described in the Prospectus (the “Prospectus”) contained in the Fund’s Registration Statement on Form N-2 (the “Registration Statement”)); and

WHEREAS, the Fund desires to retain the Investment Manager to render investment management services with respect to its assets and the Investment Manager is willing to render such services.

NOW, THEREFORE, in consideration of the mutual covenants hereafter contained, it is hereby agreed by and between the parties hereto as follows:

1.Appointment of Investment Manager.

(a)The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to:

(i)Make all investment decisions for the assets of the Fund and to manage the investment and reinvestment of those assets in accordance with the investment objectives and policies of the Fund, as set forth in the Fund’s Prospectus, and subject always to the restrictions of the Fund’s Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act and the Fund’s investment objectives and policies and investment restrictions, as the same are set forth in the Fund’s Prospectus.  Should the Board of Directors of the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.  The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Fund’s assets as to deliveries of securities and payments of cash for the account of the Fund.  In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to obtain for the Fund the most favorable net results as determined by the Board of Directors of the Fund.  Subject to this requirement and the provisions of the 1940 Act, the U.S. Securities Exchange Act of 1934, as amended,

and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated or which provide the Investment Manager with investment research services as described in the Fund’s Prospectus;

(ii)Prepare and make available to the Fund research and statistical data in connection therewith; and

(iii)Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.

(b)The Investment Manager accepts such employment and agrees during the term of this Agreement to render such services, to permit any of its directors, officers or employees to serve without compensation as directors or officers of the Fund if elected to such positions, and to assume the obligations set forth herein for the compensation herein provided.  The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

2.Compensation.  For the services and facilities described in Section 1, the Fund agrees to pay in United States dollars to the Investment Manager, a fee, computed weekly and payable monthly, at an annual rate of 1.00% of the Fund’s average weekly net assets.  For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that this Agreement is in effect during such month and year, respectively.

3.Investment in Fund Stock.  The Investment Manager agrees that it will not make a short sale of any capital stock of the Fund, or purchase any share of the capital stock of the Fund other than for investment.

4.Non-Exclusivity of Services.  Nothing herein shall be construed as prohibiting the Investment Manager from providing investment advisory services to, or entering into investment advisory agreements with, any other clients (including other registered investment companies), including clients which may invest in emerging country debt securities, so long as the Investment Manager’s services to the Fund are not impaired thereby.

5.Standard of Care; Indemnification.  The Investment Manager may rely on information reasonably believed by it to be accurate and reliable.  Neither the Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 1940 Act) shall be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement.  Any person, even though also employed by the Investment Manager, who may be or become an employee of the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Investment Manager.

The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an “Indemnified Party”), for any losses, costs and expenses incurred or suffered by any Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the

2

performance or non-performance in good faith of its functions under this Agreement, except losses, costs and expenses resulting from willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party’s duties or from reckless disregard on the part of such Indemnified Party of such Indemnified Party’s obligations and duties under this Agreement.

6.Allocation of Charges and Expenses.

(a)The Investment Manager shall assume and pay for maintaining its staff and personnel, and shall, at its own expense, provide the equipment, office space and facilities necessary to perform its obligations hereunder.  The Investment Manager shall pay the salaries and expenses of such of the Fund’s officers and employees and any fees and expenses of such of the Fund’s directors who are directors, officers or employees of the Investment Manager or any of its affiliates, provided, however, that the Fund, and not the Investment Manager, shall bear travel expenses or an appropriate fraction thereof of directors and officers of the Fund who are directors, officers or employees of the Investment Manager to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Fund or any committees thereof.

(b)In addition to the fee of the Investment Manager, the Fund shall assume and pay the following expenses:  organization expenses (but not the overhead or employee costs of the Investment Manager); legal fees and expenses of counsel to the Fund; auditing and accounting expenses; taxes and governmental fees; New York Stock Exchange listing fees; dues and expenses incurred in connection with membership in investment company organizations; fees and expenses of the Fund’s custodians, sub-custodians, transfer agents and registrars; fees and expenses with respect to administration, except as may be herein expressly provided otherwise; expenses for portfolio pricing services by a pricing agent, if any; expenses of preparing share certificates and other expenses in connection with the issuance, offering and underwriting of shares issued by the Fund; expenses relating to investor and public relations; expenses of registering or qualifying securities of the Fund for public sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio holding of the Fund; expenses of preparation and distribution of reports, notices and dividends to stockholders; expenses of the dividend reinvestment and cash purchase plan; costs of stationery; any litigation expenses; and costs of stockholders’ and other meetings.

7.Potential Conflicts of Interest.

(a)Subject to applicable statutes and regulations, it is understood that directors, officers or agents of the Fund are or may be interested in the Investment Manager as directors, officers, employees, agents, shareholders or otherwise, and that the directors, officers, employees, agents or shareholders of the Investment Manager may be interested in the Fund as a director, officer, agent or otherwise.

(b)If the Investment Manager considers the purchase or sale of securities for the Fund and other advisory clients of the Investment Manager at or about the same time, transactions in such securities will be made for the Fund and such other clients in a manner equitable to the Fund and such other clients or, insofar as feasible, in accordance with guidelines which may be adopted by the Board of Directors of the Fund.

8.Duration and Termination.

(a)This Agreement shall be effective for a period of two years commencing on the later of (i) the date that the requisite stockholder approval as required under Section 15 of the 1940 Act has been obtained or (ii) the date that the Agreement and Plan of Merger, dated February 4, 1997, between Dean

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Witter, Discover & Co. and Morgan Stanley Group Inc. is consummated.  Thereafter, this Agreement will continue in effect from year to year, provided that such continuance is specifically approved at least annually by (A) a vote of a majority of the members of the Fund’s Board of Directors who are neither parties to this Agreement nor interested persons of the Fund or of the Investment Manager or of any entity regularly furnishing investment advisory services with respect to the Fund pursuant to an agreement with the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval, and (B) a vote of a majority of either the Fund’s Board of Directors or the Fund’s outstanding voting securities.

(b)This Agreement may nevertheless be terminated at any time without payment of penalty by the Fund or by the Investment Manager upon 60 days’ written notice.  This Agreement shall automatically be terminated in the event of its assignment, provided, however, that a transaction which does not, in accordance with the 1940 Act, result in a change of actual control or management of the Investment Manager’s business shall not be deemed to be an assignment for the purposes of this Agreement.

(c)Termination of this Agreement shall not (i) affect the right of the Investment Manager to receive payments of any unpaid balance of the compensation described in Section 2 earned prior to such termination, or (ii) extinguish the Investment Manager’s right of indemnification under Section 5.

As used herein, the terms “interested person,” “assignment,” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act.

9.Amendment.  This Agreement may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund, and (ii) a majority of the members of the Fund’s Board of Directors who are not interested persons of the Fund or of the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval.

10.Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

11.Notices.  Any communication hereunder shall be in writing and shall be delivered in person or by telex or facsimile (followed by mailing such notice, air mail postage prepaid, on the date on which such telex or facsimile is sent, to the address set forth below).  Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall be made or delivered to that other person at the following relevant address (unless that other person has by fifteen (15) days’ notice to the other specified another address):

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If to the Investment Manager:

Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention:  General Counsel
Telephone No.:  (212) 762-7188
Facsimile No.:  (212) 762-7377

If to the Fund:

Morgan Stanley Emerging Markets Debt Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention:  President
Telephone No.:  (212) 296-7100
Facsimile No.:  (212) 762-7326

Communications or documents made or delivered by personal delivery shall be deemed to have been received on the day of such delivery.  Communications or documents made or delivered by telex or facsimile shall be deemed to have been received, if by telex, when acknowledged by the addressee’s correct answer back code and, if by facsimile, upon production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient; provided that a hard copy of the communication or document so made or delivered by telex or facsimile was posted the same day as the communication or document was made or delivered by electronic means.

12.Jurisdiction.  Each party hereto irrevocably agrees that any suit, action or proceeding against either of the Investment Manager or the Fund arising out of or relating to this Agreement shall be subject exclusively to the jurisdiction of the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, and each party hereto irrevocably submits to the jurisdiction of each such court in connection with any such suit, action or proceeding.  Each party hereto waives any objection to the laying of venue of any such suit, action or proceeding in either such court, and waives any claim that such suit, action or proceeding has been brought in an inconvenient forum.  Each party hereto irrevocably consents to service of process in connection with any such suit, action or proceeding by mailing a copy thereof in English by registered or certified mail, postage prepaid, to their respective addresses as set forth in this Agreement.

13.Representation and Warranty of the Investment Manager.  The Investment Manager represents and warrants that it is duly registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended, and that it will use its reasonable efforts to maintain effective its registration during the term of this Agreement.

14.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.Captions.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

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IN WITNESS WHEREOF, the parties have executed this Investment Advisory and Management Agreement by their officers thereunto duly authorized as of the day and year first written above.

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
By:	/S/Warren J. Olsen
	Name: Warren J. Olsen
	Title: President
MORGAN STANLEY ASSET MANAGEMENT INC.
By:	/S/ Warren J. Olsen
	Name: Warren J. Olsen
	Title: Principal

EX-99.9(A)

Exhibit 99.9(a)

GLOBAL CUSTODY AGREEMENT

BETWEEN

EACH OF THE FUNDS LISTED ON ATTACHMENT A

AND

JPMORGAN CHASE BANK, N.A.

April 12, 2007

GLOBAL CUSTODY AGREEMENT

This Agreement, dated April 12, 2007, is between JPMORGAN CHASE BANK, N.A. (“Bank”) with a place of business at 3 Chase Metrotech Center, Brooklyn, New York, 11245; and each Fund listed on Attachment A (each, a “Customer”) with a place of business at 1221 Avenue of the Americas, New York, New York 10020.

1.INTENTION OF THE PARTIES; DEFINITIONS

1.1Intention of the Parties

(a)This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer.  Bank will be responsible for the performance of only those Securities custody duties that are set forth in this Agreement.  Customer acknowledges that Bank is not providing any legal, tax or investment advice in connection with the services hereunder.

(b)Investing in foreign markets may be a risky enterprise.  The holding of Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special considerations.  Bank will not be liable for any loss to the extent that such loss results from the general risks of investing or Country Risk.

(c)This Agreement when executed by each Customer shall constitute separate terms and conditions between Bank and each Customer.

1.2Definitions.

(a)As used herein, the following terms have the meaning hereinafter stated.

“Account” has the meaning set forth in Section 2.1 of this Agreement.

“Affiliate” means an entity controlling, controlled by, or under common control with, Bank.

“Affiliated Subcustodian” means a Subcustodian that is an Affiliate.

“Applicable Law” means any law that is applicable to matters contemplated by this Agreement, including any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.

“Authorized Person” means any person who has been designated by written notice from Customer (or by any agent designated by Customer, including, without limitation, an investment

manager) to act on behalf of Customer hereunder.  Such persons will continue to be Authorized Persons until such time as Bank receives Instructions from Customer (or its agent) that any such person is no longer an Authorized Person.

“Bank Indemnitees” means Bank, its Subcustodians, and their respective nominees, directors, officers, employees and agents.

“Bank’s London Branch” means the London branch office of JPMorgan Chase Bank, N.A.

“Cash Account” has the meaning set forth in Section 2.1(a)(ii).

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy solicitations.

“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

“Financial Asset” means a Security and refers, as the context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement.  “Financial Asset” does not include cash.

“Instructions” means instructions which: (i) contain all necessary information required by Bank to enable Bank to carry out the Instructions; (ii) are received by Bank in writing or via Bank’s electronic instruction system, SWIFT, telephone, tested telex, facsimile or such other methods as are for the time being agreed by Customer (or an Authorized Person) and Bank; and (iii) Bank believes in good faith have been given by an Authorized Person or are transmitted with proper testing or authentication pursuant to terms and conditions which Bank may specify.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

“Securities” means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets.  “Securities” also means other obligations of an

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issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.

“Securities Account” means each Securities custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.

“Securities Depository” has the meaning set forth in Section 5.1 of this Agreement.

“Securities Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

“Securities Intermediary” means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.

“Subcustodian” has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.

(b)All terms in the singular will have the same meaning in the plural unless the context otherwise provides and visa versa.

2.WHAT BANK IS REQUIRED TO DO

2.1Set Up Accounts.

(a)Bank will establish and maintain the following accounts (“Accounts”):

(i)a Securities Account in the name of Customer for Financial Assets, which may be received by or on behalf of Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and

(ii)an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by or on behalf of Bank for the account of Customer.

Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or a Securities Depository will be held in that manner and will not be part of the Cash Account.

(b)At the request of Customer, additional Accounts may be opened in the future, which will be, if the parties hereto agree in writing, subject to the terms of this Agreement.

(c)Bank shall identify the Assets on its books as belonging to Customer.

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2.2Cash Account.

Except as otherwise provided in Instructions, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

2.3Segregation of Assets; Nominee Name.

(a)Bank will identify in its records that Financial Assets credited to Customer’s Securities Account belong to Customer (except as otherwise may be agreed by Bank and Customer).

(b)Bank will require each Subcustodian to identify in its own records that Financial Assets held at each such Subcustodian by Bank on behalf of Customer and its other customers belong to Bank’s customers, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian, except that where it is otherwise provided by Applicable Law or market practice, alternative arrangements will be implemented designed to ensure that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.

(c)Bank is authorized, in its discretion,

(i)to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form;

(ii)to hold Securities in or deposit Securities with any Securities Depositary, settlement system or dematerialized book entry or similar systems; and

(iii)to register in the name of Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form.

(d)Bank is authorized, when directed to do so by Customer, to hold Financial Assets at third parties and to register Financial Assets in broker “street name” or in the name of other third parties (or their nominees). Subject to Section 7.1, Bank shall have no liability for any loss of Financial Assets or other damages resulting from holding or registering Financial Assets as so directed by the Customer pursuant to this subsection (d).

Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and will accept delivery of Financial Assets of the same class and denomination as those with Bank or its Subcustodian.

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2.4Settlement of Trades.

When Bank receives an Instruction directing settlement of a transaction in Financial Assets that includes all information required by Bank, Bank will use reasonable care to effect such settlement as instructed.  Settlement of transactions in Financial Assets will be conducted in accordance with prevailing standards of the market in which the transaction occurs.  Without limiting the generality of the foregoing, the risk of loss will be Customer’s whenever, at Customer’s direction, Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration.  In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, Bank will promptly notify Customer of the situation and contact the counterparty to seek settlement at the direction of the Customer, but Bank will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.

2.5Contractual Settlement Date Accounting.

(a)Bank will effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement date accounting and will notify Customer of those markets from time to time.

(i)Sales: On the settlement date for a sale, Bank will credit the Cash Account with the proceeds of the sale and transfer the relevant Financial Assets to an account at the Bank pending settlement of the trade where not already delivered.

(ii)Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank will debit the Cash Account for the settlement amount and credit a separate account at the Bank. Bank then will post the Securities Account as awaiting receipt of the expected Financial Assets. Customer will not be entitled to the Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.

Bank reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

(b)Bank may (in its absolute discretion) reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon oral or written notification to Customer that Bank believes that such debit or credit will not be received by Bank within a reasonable period or such debit or credit was incorrect, and Customer will be responsible for any costs or liabilities resulting from such reversal unless such costs were caused by the fraud or willful misconduct of Bank.  Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer.

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2.6Actual Settlement Date Accounting.

With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.

2.7Income Collection (Autocreditâ).

(a)Bank will credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment date, net of any taxes that are withheld by Bank or any third party.  Where no time is specified for a particular market, income and redemption proceeds from Financial Assets will be credited only after actual receipt and reconciliation.  Bank may reverse such credits upon oral or written notification to Customer that Bank believes that the corresponding payment will not be received by Bank within a reasonable period or such credit was incorrect.

(b)Bank will make good faith efforts in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians will be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.  Bank will promptly notify Customer once it becomes aware that a payment of interest, dividends or redemption proceeds will not be received by Bank within a reasonable or timely period.

2.8Certain Ministerial Acts.

Until Bank receives Instructions to the contrary, Bank will:

(a)present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;

(b)execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets;

(c)exchange interim or temporary documents of title held in the Securities Account for definitive documents of title; and

(d)provide information concerning the Accounts to Subcustodians, Securities Depositories, counterparties, issuers of Financial Assets, governmental entities, securities exchanges, self-regulatory entities, and similar entities to the extent required by Applicable Law or as may be required in the ordinary course by market practice or otherwise in order to provide the services contemplated by this Agreement.

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2.9Corporate Actions.

(a)Bank will notify Customer promptly of any Corporate Action of which information is either (i) received directly by Bank or via a Subcustodian, or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose.  Bank also will use its reasonable efforts to notify Customer of any class action litigation for which information is actually received by Bank but shall not be liable for any Liabilities arising out of Bank’s failure to identify Customer’s interest in any class action litigation.  Bank does not commit, however, to provide information concerning Corporate Actions or class action litigation relating to Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian.

(b)If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.9 (a) with respect to that Corporate Action or class action.

(c)Bank may sell or otherwise dispose of fractional interests in Financial Assets arising out of a Corporate Action or class action litigation and credit the Cash Account with the proceeds of the sale or disposition.  If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in a fair and equitable manner.

(d)Notices of Corporate Actions and class actions dispatched to Customer may have been obtained from sources which Bank does not control and may have been translated or summarized.  Although Bank believes such sources to be reliable, Bank has no duty to verify the information contained in such notices nor the faithfulness of any translation or summary and therefore does not guarantee their accuracy, completeness or timeliness, and shall not be liable to Customer for any loss that may result from relying on such notices.

2.10Proxies.

(a)Subject to and upon the terms of this sub-section, Bank will promptly provide Customer with information which it receives on matters to be voted upon at meetings of holders of Financial Assets (“Notifications”), and Customer will vote all proxies in accordance with its proxy voting policy.  It is Customer’s obligation to monitor the agreed upon medium for providing Notifications (electronic mail, facsimile, etc.) to determine if new Notifications have been received.  If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank’s only obligation will be to provide a Notification (or summary information concerning a Notification) on an “information only” basis.  Bank shall have no responsibility regarding proxies except as set forth in this Section 2.10.

(b)Bank reserves the right to provide Notifications or parts thereof in the language received.  Bank will attempt in good faith to provide accurate and complete Notifications, whether

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or not translated.

2.11Statements and Information Available On-Line.

(a)Bank will send, or make available on-line, to Customer, at times mutually agreed upon, a formal statement of account in Bank’s standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account (each such statement a “Statement of Account”). Additionally, Bank will send (or make available on-line to) Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account.  Bank will not be liable with respect to any matter set forth in those portions of any Statement of Account or any such advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within sixty (60) days of receipt of the Statement of Account, provided such matter is not the result of Bank’s willful misconduct or bad faith.  References in this Agreement to Statements of Account include Statements of Account in electronic form.

(b)Prices and other information obtained from third parties that may be contained in any Statement of Account, or other statement sent to Customer, have been obtained from sources Bank reasonably believes to be reliable.  Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.

(c)Customer acknowledges that, except for Statements of Account or as otherwise expressly agreed by Bank, records and reports available to it on-line may not be accurate due to mis-postings, delays in updating Account records, and other causes.  Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports accessed on-line.

2.12Access to Bank’s Records.

Bank will allow Customer’s independent public accountants such reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer’s affairs.  Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer’s independent public accountants, reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.  As soon as reasonably available, Bank shall provide to Customer the most recent Report on Controls Placed in Operation and Tests of Operating Effectiveness which Bank receives from Bank’s independent accountants in accordance with U.S. Statement of Auditing Standards No. 70 (“SAS 70 Report”).

2.13Maintenance of Financial Assets at Subcustodian Locations.

(a)Unless Instructions require another location acceptable to Bank, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held.  Bank reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to

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this Agreement, as in effect from time to time.

(b)Bank will not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank.  However, if Customer does instruct Bank to hold Securities and/or cash with or register or record Securities in the name of a person not chosen by Bank and Bank agrees to do so, the consequences of doing so are at Customer’s own risk and Bank (i) will not be liable therefor and (ii) may not provide services under this Agreement with respect to Securities or cash so held, including, without limitation, services provided under Sections 2.8, 2.9, 2.10, and 8.2.

2.14Tax Relief Services.

Bank will provide tax relief services as provided in Section 8.2.

2.15Foreign Exchange Transactions.

To facilitate the administration of Customer’s trading and investment activity, Bank may, but will not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians.  Instructions, including standing Instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available.  In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

2.16Confidentiality.

(a)Each of Bank and Customer shall keep confidential any information relating to the other party’s business (“Confidential Information”).  Each of Bank and Customer agrees to use the Confidential Information only in connection with the services contemplated by this Agreement.  Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, investments, investment strategies, finances, operations, employees, personnel, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of Customer or Bank, their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords Customer or Bank or their respective affiliates a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential.  Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if: (a) it is or becomes publicly known or available through no wrongful act of, or breach of this Section 2.16 by,  the receiving party; (b) it is rightfully

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received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (c) it is released by the protected party to a third party without restriction; (d) it is required to be disclosed by the receiving party pursuant to Applicable Law or a regulator with jurisdiction over receiving party’s business (provided the receiving party will provide the other party prior written notice of the same, to the extent such notice is permitted); (e) it is necessary to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party will provide the other party prior written notice of the same, to the extent such notice is permitted); (f) it has been or is independently developed or obtained by the receiving party or (g) the Customer has consented thereto.  Further, Bank may also disclose to (i) any subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, Bank’s professional advisors or any other person that Bank believes it is reasonably required in connection with Bank’s provision of relevant services under this Agreement and have been advised of the confidential nature of the Confidential Information, (ii) its auditors or public accountants, (iii) its employees and Affiliates and (iv) any revenue authority or any governmental entity in relation to the processing of any tax relief claim.  Bank shall observe the same degree of care as Bank observes with respect to its own Confidential Information of a similar nature in preventing the unauthorized use and dissemination of the Confidential Information.  Upon discovery of any unauthorized use or disclosure of Confidential Information, Bank shall notify Customer and will specify the corrective action taken or to be taken.  Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement in confidence.

(b)If any party to this Agreement (or any company affiliated with a party to this Agreement) is requested or required (by oral question, interrogatories requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, such party (the “Disclosing Party”), will promptly notify the other parties (to the extent permitted by law) of such request or requirement so that such other party or parties may seek an appropriate protective order with the reasonable cooperation of the Disclosing Party; provided, however, that the other party shall reimburse the Disclosing Party for any out-of-pocket costs or expenses reasonably incurred by the Disclosing Party in cooperating with such request.  If, in the failure to obtain a protective order or in the absence of a waiver hereunder, the Disclosing Party is, in the opinion of counsel to the Disclosing Party compelled to disclose the Confidential Information, the Disclosing Party may disclose only such portion of the Confidential Information to the party compelling disclosure as is required by law, as determined solely by counsel to the Disclosing Party.

3.INSTRUCTIONS

3.1Acting on Instructions; Unclear Instructions.

(a)Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry.  Customer will indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.

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(b)Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.

(c)Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may, in good faith, decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it.  Bank will not be liable for any loss arising from any delay while it seeks such clarification or confirmation, provided that such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction.

(d)In executing or paying a payment order Bank may rely upon the identifying number (e.g., Fedwire routing number or account) of any party as instructed in the payment order.  Customer assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Bank in Customer’s name.

3.2Confirmation of Oral Instructions/ Security Devices.

Any Instructions delivered to Bank by telephone will promptly thereafter be confirmed in writing by an Authorized Person.  Each confirmation is to be clearly marked “Confirmation.” Bank will not be liable for having followed such Instructions notwithstanding the failure of an Authorized Person to send such confirmation in writing or the failure of such confirmation to conform to the telephone Instructions received.  Either party may record any of their telephonic communications.  Customer will comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions.  Customer will be responsible for safeguarding any test keys, identification codes or other security devices that Bank will make available to Customer or any Authorized Person.

3.3Instructions; Contrary to Law/Market Practice.

Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, but Bank will be under no duty to investigate whether any Instructions comply with Applicable Law or market practice.  Bank will promptly notify Customer in such event.

3.4Cut-off Times.

Bank has established cut-off times for receipt of some categories of Instruction, which will be made available to Customer.  If Bank receives an Instruction after its established cut-off time, Bank will attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.

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4.FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

4.1Fees and Expenses.

Customer will pay Bank for its services hereunder the fees set forth in Schedule A hereto or such other amounts as may be agreed upon in writing from time to time, together with Bank’s reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing by governmental authorities, issuers, or their agents. Customer authorizes Bank to deduct amounts owing to it from the Cash Account, for any such fees or expenses from time to time in arrears.  The fees set forth on Schedule A hereto may be changed only with the written consent of the parties hereto.  Without prejudice to Bank’s other rights, Bank reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as Bank may reasonably determine, unless Bank and Customer have mutually agreed upon another rate.

4.2Overdrafts.

If a debit to any currency in the Cash Account results (or will result) in a debit balance, then Bank may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting.  If Bank elects to make such an advance, the advance will be deemed a loan to Customer, payable on demand, bearing interest at the applicable rate charged by Bank from time to time, for such overdrafts, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar overdrafts available from time to time.  No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.

4.3Bank’s Right Over Securities; Set-off.

(a)Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account as security for any and all amounts which are now or become owing to Bank under any provision of this Agreement.

(b)Without prejudice to Bank’s rights under Applicable Law, Bank may, after notice has been given to Customer to satisfy any indebtedness, set off against any indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank.  For this purpose, Bank shall be entitled, to the extent necessary to satisfy any indebtedness, to accelerate the maturity of any fixed term deposits and to effect such currency conversions at its current rates for the sale and purchase of the relevant currencies.

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5.SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1Appointment of Subcustodians; Use of Securities Depositories.

(a)Subject to the provisions of Section 2.17, Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians (“Subcustodians”).  Bank will use reasonable care in the selection and continued appointment of such Subcustodians.  In addition, Bank and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a “Securities Depository”) on such terms as such systems customarily operate and Customer will provide Bank with such documentation or acknowledgements that Bank may require to hold the Financial Assets in such systems.

(b)Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration.  Where a Subcustodian deposits Securities with a Securities Depository, Bank will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository.  This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

(c)Subject to the provisions of Section 2.18, Bank will not be liable for any act or omission by (or the insolvency of) any Securities Depository.  In the event Customer incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, Bank will make reasonable endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.   Bank may, in its discretion, provide reasonable assistance to Customer, and subrogate any relevant rights to Customer, in any claim brought by Customer seeking recovery from the Securities Depository for a loss incurred due to the negligence, willful misconduct, or insolvency of the Securities Depository.

5.2Liability for Subcustodians.

(a)Subject to Section 7.1(b), Bank will be liable for direct losses incurred by Customer that result from the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provision of custodial services by it.

(b)Subject to Section 5.1(a) and Bank’s duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of the Bank or an Affiliated Subcustodian.

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(c)Bank reserves the right to add, replace or remove Subcustodians.  Bank will give prompt notice of any such action, which will be advance notice, whenever practicable.  Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

5.3Use of Agents.

(a)Bank may provide certain services under this Agreement through third parties, which may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank will not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care to provide ancillary services that it may not customarily provide itself, including, without limitation, delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation.  Nevertheless, Bank will be liable for the performance of any such broker selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.

(b)In the case of the sale under Section 2.9 of a fractional interest (or in other cases where Customer has requested Bank to arrange for execution of a trade), Bank will place trades with a broker which is an Affiliate to the extent that Bank has established a program for such trading with such Affiliate.  An affiliated broker may charge its customary commission (or retain its customary spread) with respect to any such transaction.

6.ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1Representations of Customer and Bank.

(a)Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency.

Bank may rely upon the above or Customer’s certification of such other facts as may be required to administer Bank’s obligations hereunder. Subject to Section 7.1, Customer shall indemnify Bank

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against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(b)Bank represents and warrants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms; (ii) Bank has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; and (iii) with regard to Accounts, Bank shall act in accordance with custody rules under the Investment Company Act of 1940, as amended.

6.2Customer to Provide Certain Information to Bank.

Upon request, Customer will promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer’s organizational documents and its current audited and unaudited financial statements.

6.3Investment Manager.

The Customer is the beneficial owner and shall serve as the sole investment manager of each of the Accounts.

7.WHEN BANK IS LIABLE TO CUSTOMER

7.1Standard of Care; Liability.

(a)Bank will use reasonable care in performing its obligations under this Agreement. Bank will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

(b)Bank will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a).  Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by an person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance hereunder, or Bank’s role as custodian.

(c)Customer will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank’s performance under this Agreement, provided that the Bank Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) solely out of Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets.  Nevertheless, Customer will not be

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obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement.

(d)Without limiting Subsections 7.1 (a), (b) or (c), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

7.2Force Majeure.

Bank will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards.  In the event of equipment failures, Bank shall, at no additional expense to Customer or any Account, take reasonable steps to minimize service interruptions.  Bank will have no liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint (which shall not be deemed to include commercial impracticability), fraud or forgery, malfunction of equipment or software (except where such malfunction is primarily attributable to Bank’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange).

7.3Bank  May Consult With Counsel.

Bank will be entitled to rely on, and may act upon the advice of counsel in relation to matters of law, regulation or market practice (which may be the counsel of Customer), and will not be liable to Customer for any action taken or omitted pursuant to such advice.  Bank will use reasonable care in the selection and continued appointment of such advisers.

7.4Bank Provides Diverse Financial Services and May Generate Profits as a Result.

Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest.  For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the

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same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of these activities.  Customer further acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer but that Bank is not under any duty to disclose any such information.

8.TAXATION

8.1Tax Obligations.

(a)Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer’s Accounts.

(b)Customer will provide to Bank such certifications, documentation, and information as Bank may reasonably require in connection with taxation, and warrants that, when given, this information is true and correct in all material respects, not materially misleading, and contains all material information.  Customer undertakes to notify Bank immediately if any information provided in accordance with the foregoing sentence requires updating or correcting.  Bank shall not be liable for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by Customer or any third party; (ii) provision to Bank or a third party of inaccurate or misleading information by Customer or any third party; (iii) the withholding of material information by Customer or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Bank’s control.

(c)If Bank does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, United States non-resident alien tax and/or backup withholding tax.

(d)Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account. Customer will indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (i) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (ii) to report interest, dividend or other income paid or credited to the Cash Account, regardless of the reason for such delay or failure, provided, however, that Customer will not be liable to Bank for any penalty or additions to tax due solely as a result of Bank’s negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

8.2Tax Relief Services.

(a)Subject to the provisions of this Section, Bank will apply for a reduction of withholding tax and in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available.

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(b)The provision of a tax relief service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank), prior to the receipt of Financial assets in the Account or the payment of income.

(c)Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered.  Other than as expressly provided in this Section 8.2,  Bank will have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

(d)Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental entity in relation to the processing of any tax relief claim.

9.TERMINATION

Either party may terminate this Agreement on sixty (60) days’ written notice to the other party. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash.  If Bank gives notice of termination, then Customer must, within sixty days, notify Bank of details of its new custodian, failing which Bank may elect (at any time after the sixty day notice period) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank’s sole obligation will be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer.  Bank will in any event be entitled to reduce any indebtedness to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank will be entitled to sell Financial Assets and apply the sale proceeds to the extent necessary to satisfy any indebtedness).  Customer will reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination.  Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10.MISCELLANEOUS

10.1Notices.

Notices (other than Instructions) will be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing.  Notice will not be deemed to be given unless it has been received.

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10.2Successors and Assigns.

This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld.

10.3Interpretation.

Headings are for convenience only and are not intended to affect interpretation.  References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.

10.4Entire Agreement.

(a)The following Rider(s) are incorporated into this Agreement.

o Cash Trade Execution

o Cash Sweep

o Accounting Services

x Mutual Fund

(b)This Agreement, including the Schedules and Riders described above (and any separate agreement which Bank and Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter, and this Agreement supersedes any other agreement, statement, or representation relating to custody, whether oral or written.  Amendments must be in writing and signed by both parties.

10.5Information Concerning Deposits at Bank’s London Branch.

The Financial Services Compensation Scheme (the “FSCS”) was created under the Financial Services and Markets Act 2000.  The terms of the FSCS offer protection in connection with deposits and investments in the event that the persons to whom Bank’s London Branch provides services suffer a financial loss as a direct consequence of Bank’s London Branch  being unable to meet any of its liabilities, and subject to the FSCS rules regarding eligible claimants and eligible claims, the Customer may have a right to claim compensation from the FSCS.  Subject to the terms of the FSCS, the limit on the maximum compensation sum payable by the FSCS in relation to investment business is £48,000 and in relation to deposits is £31,700.  A detailed description of the FSCS (including information on how to make a claim, eligibility criteria and the procedures involved) is available from the FSCS who can be contacted at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN.

10.6Insurance.

Bank will not be required to maintain any insurance coverage for the benefit of Customer.

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10.7Governing Law and Jurisdiction.

This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws.  Each of the parties hereto hereby submits to the jurisdiction of the State and Federal courts located in the State of New York, including any appellate courts thereof and agrees to accept service of process to vest personal jurisdiction over them in any of these courts.

10.8Severability; Waiver; and Survival.

(a)If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(b)Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.  No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

(c)The parties’ rights, protections, and remedies under this Agreement shall survive the termination of this Agreement.

10.9Counterparts.

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10.10No Third Party Beneficiaries.

A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.

10.11U.S.A Patriot Act Disclosure.

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires Bank to implement reasonable procedures to verify the identity of any person that opens a new Account with it.  Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank’s identity verification procedures require Bank to obtain certain information (“identifying

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information”) from Customer or on some occasions from third parties regarding Customer, Customer agrees to provide Bank with and consents to Bank obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by Bank.

10.12Security Holding Disclosure.

With respect to Securities and Exchange Commission Rule 14b-2 under The Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of Securities, Bank is instructed not to disclose the name, address or Security positions of Customer in response to shareholder communications requests regarding the Account.

10.13Limitation of Liability.

In the case of each Fund organized as a business trust (or a series thereof), the parties agree as follows: A copy of the Declaration of Trust of each Fund is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each such Fund as Trustees, and not individually, and that the obligations of this instrument are not binding upon any of the Trustees or shareholders of such Fund individually, but are binding only upon the assets and property of such Fund.

Notwithstanding anything in this Agreement to the contrary, the obligations of each Fund hereunder shall be several, and not joint, and no other Fund shall have any liability hereunder for the obligations of any other Fund.

[the next page is the signature page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

EACH FUND LISTED ON ATTACHMENT A
By:	/s/ Ronald E. Robison
	Title:
	Date:
JPMORGAN CHASE BANK, N.A.
By:	/s/  Mark Kucera
	Title: Vice President
	Date: April 12, 2007

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Investment Company Rider to Global Custody Agreement

Between JPMorgan Chase Bank, N.A., and

Each Fund Listed on Attachment A.

effective April 12, 2007

The following modifications are made to the Agreement:

A.  Add a new Section 2.17 to the Agreement as follows:

“2.17.  Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”).

(a) Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended (“1940 Act”)), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).

(b) In connection with the foregoing, Bank shall:

(i) provide written reports notifying Customer’s Board of the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);

(ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of Customer’s foreign Financial Assets and cash would exercise;

(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the

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safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);

(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and Cash based on the standards applicable to custodians in the relevant market.

(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.

Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank in compliance with rule 17f-5(c)(2)(i) and (ii).

(c) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.

(d) Bank represents to Customer that it is a U.S. Bank as defined in Rule 17f-5(a)(7).  Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk.  Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

(e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto.  Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information.

B.  Add a new Section 2.18 to the Agreement as follows:

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2.18.  Compliance with SEC rule 17f-7 (“rule 17f-7”).

(a)  Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s foreign Assets at such Depository) and at which any foreign Assets of Customer are held or are expected to be held.  The foregoing analysis will be provided to Customer at Bank’s Website.  In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its Foreign Assets held.  Bank shall monitor the custody risks associated with maintaining Customer’s foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks.

(b)  Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above.

(c)  Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible.  (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.)

C.  Add the following after the first sentence of Section 5.1(a) of the Agreement:  “At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof.  Bank shall notify Customer in the event that it elects to add any such entity.”

D.  Add the following language as Sections 5.1(d), (e) and (f) of the Agreement:

“(d)The term Subcustodian as used herein shall mean the following:

(i)  a ‘U.S. Bank,’ which shall mean a U.S. bank as defined in rule 17f-5(a)(7);

(ii)  an ‘Eligible Foreign Custodian,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States.  In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.

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(e)The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean:

an “Eligible Securities Depository” which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term “securities depositories” shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5.

(f)The term “securities depository” as used herein when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(a).

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Appendix 1-A

Information Regarding Country Risk

1.  To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):

AOpinions of local counsel concerning:

oi.Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an eligible foreign custodian located in that country.

oii.Whether applicable foreign law would restrict Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

oiii.Whether applicable foreign law would restrict Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.

B.Written information concerning:

oi.The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets.

oii.Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable.

C.A market report with respect to the following topics:

(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.

2.  To aid Customer in monitoring Country Risk, Bank shall furnish board the following additional information:

Market flashes, including with respect to changes in the information in market reports.

Schedule 2

ELIGIBLE SECURITIES DEPOSITORIES

Attachment A

Morgan Stanley FX Series Funds—

  —The FX Alpha Portfolio

  —The FX Alpha Plus Portfolio

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

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Schedule A – Fees

FEES GOVERNED BY GLOBAL FEE AGREEMENT

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Schedule 1 – Subcustodians

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EX-99.9(B)

Exhibit 99.9(b)

Amendment Dated as of May 4, 2007 to the Global Custody Agreement between JP Morgan Chase Bank, N.A.
(“JP Morgan” or “Custodian”) and each of the Funds listed on Attachment A of such Agreement (each, a “Fund”)

WHEREAS, The Custodian and each Fund have entered into a Global Custody Agreement dated as of April 12, 2007 (the “Global Custody Agreement”),

WHEREAS, the funds listed below wish to become parties to the Agreement, and

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

1.Attachment A to the Global Custody Agreement is hereby deleted and replaced with the schedule attached hereto to reflect the addition of the following funds:

The Universal Institutional Funds, Inc. —

Asian Equity Portfolio

Balanced Portfolio

Core Equity Portfolio

Core Plus Fixed Income Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Equity Portfolio

Equity and Income Portfolio

Equity Growth Portfolio

Global Franchise Portfolio

Global Real Estate Portfolio

Global Value Equity Portfolio

High Yield Portfolio

International Fixed Income Portfolio

International Growth Equity Portfolio

International Magnum Portfolio

Investment Grade Fixed Income Portfolio

Mid Cap Growth Portfolio

Multi-Asset Class Portfolio

Small Company Growth Portfolio

Targeted Duration Portfolio

U.S. Mid-Cap Value Portfolio

U.S. Real Estate Portfolio

Value Portfolio

Morgan Stanley Institutional Fund Inc. —

Active International Allocation Portfolio

Disciplined Large Cap Value Active Extension Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Portfolio

Focus Equity Portfolio

Global Franchise Portfolio

1

Global Real Estate Portfolio

Global Value Equity Portfolio

International Equity Portfolio

International Growth Equity Portfolio

International Magnum Portfolio

International Real Estate Portfolio

International Small Cap Portfolio

Large Cap Relative Value Portfolio

Small Company Growth Portfolio

Systematic Active Large Cap Core Portfolio

Systematic Active Small Cap Core Portfolio

Systematic Active Small Cap Growth Portfolio

Systematic Active Small Cap Value Portfolio

Systematic Large Cap Core Active Extension Portfolio

U.S. Large Cap Growth Portfolio

U.S. Real Estate Portfolio

Morgan Stanley Institutional Fund Trust—

Advisory Global Fixed Income Portfolio

Advisory Global Fixed Income Portfolio II

Advisory Portfolio

Advisory Portfolio—Series 1

Advisory Portfolio—Series 2

Balanced Portfolio

Core Fixed Income Portfolio

Core Plus Fixed Income Portfolio

Equities Plus Portfolio

High Yield Portfolio

Intermediate Duration Portfolio

International Fixed Income Portfolio

Investment Grade Fixed Income Portfolio

Limited Duration Portfolio

Long Duration Fixed Income Portfolio

Mid Cap Growth Portfolio

Municipal Portfolio

U.S. Mid Cap Value Portfolio

U.S. Small Cap Value Portfolio

Value Portfolio

Morgan Stanley European Equity Fund

Morgan Stanley Global Dividend Growth Fund,

Morgan Stanley International Fund

Morgan Stanley International Small Cap Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley Japan Fund

Morgan Stanley Pacific Growth Fund

Morgan Stanley Technology Fund

Morgan Stanley Variable Investment Series-

European Equity Portfolio

2

Global Dividend Growth Portfolio

Morgan Stanley Asia-Pacific Fund, Inc.

Morgan Stanley Emerging Markets Fund, Inc.

Morgan Stanley India Investment Fund, Inc.

Morgan Stanley Eastern Europe Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley High Yield Fund, Inc.

Morgan Stanley Global Opportunity Bond Fund, Inc.

Morgan Stanley Emerging Markets Debt Fund, Inc.

The Malaysia Fund, Inc.

The Latin American Discovery Fund, Inc.

The Turkish Investment Fund, Inc.

2.The fee schedule for the Global Custody Agreement is hereby deleted and replaced with the fee schedule attached hereto.

3.For clarification, in Section 2.18 of the Global Custody Agreement, references to “Schedule 3” are replaced with “Schedule 2.”

4.Schedules 1 and 2 to the Global Custody Agreement are hereby deleted and replaced with the schedules 1 and 2 attached hereto.

IN WITNESS HEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

EACH OF THE FUNDS LISTED ON THE NEW ATTACHMENT A

Attest:	/s/ Alice J. Gerstel	By:	/s/ Ronald E. Robison
		Name:		Ronald E. Robison
		Title:		President and Principal Executive
				Officer
JP MORGAN CHASE BANK, N.A.
Attest:		By:	/s/ Mark M. Kucera
		Name:		Mark M. Kucera
		Title:		Vice President

3

Attachment A

Morgan Stanley FX Series Funds—

The FX Alpha Portfolio

The FX Alpha Plus Portfolio

The Universal Institutional Funds, Inc.—

Asian Equity Portfolio

Balanced Portfolio

Core Equity Portfolio

Core Plus Fixed Income Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Equity Portfolio

Equity and Income Portfolio

Equity Growth Portfolio

Global Franchise Portfolio

Global Real Estate Portfolio

Global Value Equity Portfolio

High Yield Portfolio

International Fixed Income Portfolio

International Growth Equity Portfolio

International Magnum Portfolio

Investment Grade Fixed Income Portfolio

Mid Cap Growth Portfolio

Multi-Asset Class Portfolio

Small Company Growth Portfolio

Targeted Duration Portfolio

U.S. Mid-Cap Value Portfolio

U.S. Real Estate Portfolio

Value Portfolio

Morgan Stanley Institutional Fund Inc.—

Active International Allocation Portfolio

Disciplined Large Cap Value Active Extension Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Portfolio

Focus Equity Portfolio

Global Franchise Portfolio

Global Real Estate Portfolio

Global Value Equity Portfolio

International Equity Portfolio

International Growth Equity Portfolio

International Magnum Portfolio

International Real Estate Portfolio

International Small Cap Portfolio

Large Cap Relative Value Portfolio

Small Company Growth Portfolio

Systematic Active Large Cap Core Portfolio

Systematic Active Small Cap Core Portfolio

Systematic Active Small Cap Growth Portfolio

4

Systematic Active Small Cap Value Portfolio

Systematic Large Cap Core Active Extension Portfolio

U.S. Large Cap Growth Portfolio

U.S. Real Estate Portfolio

Morgan Stanley Institutional Fund Trust—

Advisory Global Fixed Income Portfolio

Advisory Global Fixed Income Portfolio II

Advisory Portfolio

Advisory Portfolio—Series 1

Advisory Portfolio—Series 2

Balanced Portfolio

Core Fixed Income Portfolio

Core Plus Fixed Income Portfolio

Equities Plus Portfolio

High Yield Portfolio

Intermediate Duration Portfolio

International Fixed Income Portfolio

Investment Grade Fixed Income Portfolio

Limited Duration Portfolio

Long Duration Fixed Income Portfolio

Mid Cap Growth Portfolio

Municipal Portfolio

U.S. Mid Cap Value Portfolio

U.S. Small Cap Value Portfolio

Value Portfolio

Morgan Stanley European Equity Fund

Morgan Stanley Global Dividend Growth Fund,

Morgan Stanley International Fund

Morgan Stanley International Small Cap Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley Japan Fund

Morgan Stanley Pacific Growth Fund

Morgan Stanley Technology Fund

Morgan Stanley Variable Investment Series-

European Equity Portfolio

Global Dividend Growth Portfolio

Morgan Stanley Asia-Pacific Fund, Inc.

Morgan Stanley Emerging Markets Fund, Inc.

Morgan Stanley India Investment Fund, Inc.

Morgan Stanley Eastern Europe Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley High Yield Fund, Inc.

Morgan Stanley Global Opportunity Bond Fund, Inc.

Morgan Stanley Emerging Markets Debt Fund, Inc.

The Malaysia Fund, Inc.

The Latin American Discovery Fund, Inc.

The Turkish Investment Fund, Inc.

5

SCHEDULE 1

AGENT AND CASH NETWORK

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
ARGENTINA	HSBC Bank Argentina S.A. Florida 201, 7th Floor 1005 Buenos Aires ARGENTINA	HSBC Bank Argentina S.A. Buenos Aires
AUSTRALIA	JPMorgan Chase Bank, N.A.** Level 37 AAP Center 259, George Street Sydney NSW 2000 AUSTRALIA	Australia and New Zealand Banking Group Ltd. Melbourne
AUSTRIA	Bank Austria Creditanstalt AG Julius Tandler Platz - 3 A-1090 Vienna AUSTRIA	J.P. Morgan AG Frankfurt
BAHRAIN	HSBC Bank Middle East Limited 1st Floor, Building No 2505, Road No 2832 Al Seef 428 BAHRAIN	National Bank of Bahrain Manama
BANGLADESH	Standard Chartered Bank 18-20 Motijheel C.A Box 536 Dhaka-1000 BANGLADESH	Standard Chartered Bank Dhaka
BELGIUM	Fortis Bank (Nederland) N.V. Rokin 55 1012KK Amsterdam THE NETHERLANDS	J.P. Morgan AG Frankfurt
BERMUDA	The Bank of Bermuda Limited 6 Front Street Hamilton HMDX BERMUDA	The Bank of Bermuda Limited Hamilton
BOTSWANA	Barclays Bank of Botswana Limited Barclays House, Khama Crescent Gaborone BOTSWANA	Barclays Bank of Botswana Limited Gaborone
BRAZIL	HSBC Bank Brasil S.A. Banco Multiplo Avenida Brigadeiro Faria Lima 3064, 2nd Floor Sao Paulo, SP 01451-000 BRAZIL	HSBC Bank Brasil S.A. Banco Multiplo Sao Paulo

6

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
BULGARIA	ING Bank N.V. Sofia Branch 12 Emil Bersinski Street Ivan Vazov Region 1408 Sofia BULGARIA	ING Bank N.V. Sofia
CANADA	Canadian Imperial Bank of Commerce Commerce Court West Security Level Toronto, Ontario M5L 1G9 CANADA	Royal Bank of Canada Toronto
	Royal Bank of Canada 200 Bay Street, Suite 1500 15th Floor Royal Bank Plaza, North Tower Toronto Ontario M5J 2J5 CANADA	Royal Bank of Canada Toronto
CHILE	Citibank, N.A. Av. Andres Bello 2687 5th Floor Las Condes Santiago CHILE	Citibank, N.A Santiago
CHINA - SHANGHAI	HSBC Bank (China) Company Limited 35/F, HSBC Tower 1000 Lujiazui Ring Road Pudong Shanghai 200120 THE PEOPLE’S REPUBLIC OF CHINA	JPMorgan Chase Bank, N.A. New York (for B-Share Market) HSBC Bank (China) Company Limited Shanghai (for A-Share Market)
CHINA - SHENZHEN	HSBC Bank (China) Company Limited 35/F, HSBC Tower 1000 Lujiazui Ring Road Pudong Shanghai 200120 THE PEOPLE’S REPUBLIC OF CHINA	JPMorgan Chase Bank, N.A. Hong Kong (for B-Share Market) HSBC Bank (China) Company Limited Shanghai (for A-Share Market)
COLOMBIA	Santander Investment Trust Colombia S.A. Calle 12, No. 7-32, Piso 3 Bogota COLOMBIA	Santander Investment Trust Colombia S.A. Bogota
CROATIA	Privredna banka Zagreb d.d. Savska c.28 10000 Zagreb CROATIA	Privredna banka Zagreb d.d. Zagreb

7

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
CYPRUS	Marfin Popular Bank Public Company Ltd. 154 Limassol Avenue P.O. Box 22032 CY-1598 Nicosia CYPRUS	Marfin Popular Bank Public Company Ltd. Nicosia
CZECH REPUBLIC	HVB Bank Czech Republic a.s. Revolucni 7 110 05 Prague 1 CZECH REPUBLIC	Ceskoslovenska obchodni banka, a.s. Prague
DENMARK	Danske Bank A/S 2-12 Holmens Kanal DK 1092 Copenhagen K DENMARK	Nordea Bank Danmark A/S Copenhagen
EGYPT	Citibank, N.A. 4 Ahmed Pasha Street Garden City Cairo EGYPT	Citibank, N.A. Cairo
ESTONIA	Hansabank Liivalaia 8 EE0001 Tallinn ESTONIA	Esti Uhispank Tallinn
FINLAND	Skandinaviska Enskilda Banken AB (publ) Unioninkatu 30 FIN-00101 Helsinki FINLAND	J.P. Morgan AG Frankfurt
FRANCE	BNP Paribas Securities Services S.A. Ref 256 BP 141 3, Rue D’Antin 75078 Paris Cedex 02 FRANCE	J.P. Morgan AG Frankfurt
	Societe Generale 50 Boulevard Haussman 75009 Paris FRANCE	J.P. Morgan AG Frankfurt
GERMANY	Deutsche Bank AG Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn GERMANY	J.P. Morgan AG Frankfurt

8

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
	J.P. Morgan AG#** Junghofstrasse 14 60311 Frankfurt am Main GERMANY # For local German custody clients only.	J.P. Morgan AG Frankfurt
GHANA	Barclays Bank of Ghana Limited Barclays House, High Street Accra GHANA	Barclays Bank of Ghana Limited Accra
GREECE	HSBC Bank plc Messogion 109-111 11526 Athens GREECE	J.P. Morgan AG Frankfurt
HONG KONG	The Hongkong and Shanghai Banking Corporation Limited 36th Floor, Sun Hung Kai Centre 30 Harbour Road Wan Chai HONG KONG	JPMorgan Chase Bank, N.A. Hong Kong
HUNGARY	Deutsche Bank Zrt. Hold utca 27 H-1054 Budapest HUNGARY	ING Bank Rt. Budapest
ICELAND	Glitnir banki hf. Kirkjusandur 2 155 Reykjavik ICELAND	Glitnir banki hf. Reykjavik
INDIA	The Hongkong and Shanghai Banking Corporation Limited Sudam Kalu Ahire Marg, Worli Mumbai 400 030 INDIA	The Hongkong and Shanghai Banking Corporation Limited Mumbai
	Standard Chartered Bank 23-25 Mahatma Ghandi Road Mumbai 400 001 INDIA	Standard Chartered Bank Mumbai
INDONESIA	The Hongkong and Shanghai Banking Corporation Limited Menara Mulia 19th Floor Jalan Jendral Gatot Subroto Kav 9-11 Jakarta 12930 INDONESIA	The Hongkong and Shanghai Banking Corporation Limited Jakarta

9

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
IRELAND	Bank of Ireland New Century House Mayor Street Lower International Financial Services Centre Dublin 1 IRELAND	J.P. Morgan AG Frankfurt
ISRAEL	Bank Leumi le-Israel B.M. 35, Yehuda Halevi Street 61000 Tel Aviv ISRAEL	Bank Leumi le-Israel B.M. Tel Aviv
ITALY	Intesa Sanpaolo S.p.A. 6, Piazza della Scala 20121 Milan ITALY	J.P. Morgan AG Frankfurt
*IVORY COAST*	Societe Generale de Banques en Cote d’Ivoire 5 et 7, Avenue J. Anoma - 01 B.P. 1355 Abidjan 01 IVORY COAST	Societe Generale Paris

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

*JAMAICA* FirstCaribbean International Securities Limited
23-27 Knutsford Blvd.
Kingston 10
JAMAICA FirstCaribbean International Securities
Limited
Kingston

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

JAPAN	Mizuho Corporate Bank, Limited 6-7 Nihonbashi-Kabutocho Chuo-Ku Tokyo 103 JAPAN	JPMorgan Chase Bank, N.A. Tokyo
	The Bank of Tokyo-Mitsubishi UFJ, Limited 3-2 Nihombashi Hongkucho 1-chome Chuo-ku Tokyo 103 JAPAN	JPMorgan Chase Bank, N.A. Tokyo
JORDAN	HSBC Bank Middle East Limited 1st Floor 5th Circle Western Amman JORDAN	HSBC Bank Middle East Limited Amman
KAZAKHSTAN	SB HSBC Bank Kazakhstan JSC 43 Dostyk Avenue Almaty  050010 KAZAKHSTAN	SB HSBC Bank Kazakhstan JSC Almaty

10

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
KENYA	Barclays Bank of Kenya Limited c/o Barclaytrust Investment Services & Limited Mezzanine 3, Barclays Plaza, Loita Street Nairobi KENYA	Barclays Bank of Kenya Limited Nairobi
KUWAIT	HSBC Bank Middle East Limited G/1/2 Floors Kharafi Tower, Qibla Area Osama Bin Munkez Street Safat 13017 KUWAIT	HSBC Bank Middle East Limited Safat
LATVIA	Hansabanka Balasta dambis 1a Riga, LV-1048 LATVIA	Hansabanka Riga
LEBANON	HSBC Bank Middle East Limited HSBC Main Building Riad El Solh, P.O. Box 11-1380 1107-2080 Beirut LEBANON	JPMorgan Chase Bank, N.A. New York
LITHUANIA	SEB Vilniaus Bankas 12 Gedimino pr. LT 2600 Vilnius LITHUANIA	SEB Vilniaus Bankas Vilnius
LUXEMBOURG	Fortis Banque Luxembourg S.A. 50 Avenue J.F. Kennedy L-2951 LUXEMBOURG	J.P. Morgan AG Frankfurt
MALAYSIA	HSBC Bank Malaysia Berhad 2 Leboh Ampang 50100 Kuala Lumpur MALAYSIA	HSBC Bank Malaysia Berhad Kuala Lumpur
MALTA	HSBC Bank Malta p.l.c. 233 Republic Street Valletta VLT 05 MALTA	HSBC Bank Malta p.l.c. Valletta
MAURITIUS	The Hongkong and Shanghai Banking Corporation Limited 5/F Les Cascades Building Edith Cavell Street Port Louis MAURITIUS	The Hongkong and Shanghai Banking Corporation Limited Port Louis

11

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
MEXICO	Banco Nacional de Mexico, S.A. Act. Roberto Medellin No. 800 3er Piso Norte Colonia Santa Fe 01210 Mexico, D.F. MEXICO	BBVA Bancomer, S.A. Mexico, D.F.
MOROCCO	Attijariwafa Bank S.A. 163 avenue Hassan II Casablanca 20000 MOROCCO	Attijariwafa Bank S.A. Casablanca
NAMIBIA	Standard Bank Namibia Limited Mutual Platz Cnr. Stroebel and Post Streets P.O.Box 3327 Windhoek NAMIBIA	Standard Bank of Namibia Limited Windhoek
NETHERLANDS	KAS Bank N.V. Spuistraat 172 1012 VT Amsterdam NETHERLANDS	J.P. Morgan AG Frankfurt
NEW ZEALAND	National Australia Bank Limited National Nominees Limited Level 2 BNZ Tower 125 Queen Street Auckland NEW ZEALAND	Westpac Banking Corporation Wellington
*NIGERIA*	Stanbic Bank Nigeria Limited Plot 688 Amodu Tijani Street Victoria Island Lagos NIGERIA	The Standard Bank of South Africa Limited Johannesburg

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

NORWAY	DnB NOR Bank ASA Stranden 21 PO Box 1171 Sentrum N-0107 Oslo NORWAY	Nordea Bank Norge ASA Oslo
OMAN	HSBC Bank Middle East Limited Bait Al Falaj Main Office Ruwi PC 112 OMAN	HSBC Bank Middle East Limited Ruwi

12

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
PAKISTAN	Standard Chartered Bank (Pakistan) Limited Box 4896 Ismail Ibrahim Chundrigar Road Karachi 74000 PAKISTAN	Standard Chartered Bank (Pakistan) Limited Karachi
PANAMA	HSBC Bank (Panama) S.A. Plaza HSBC Building, 9th Floor Aquilino de la Guardia Street and 47th Street Panama City PANAMA	HSBC Bank (Panama) S.A. Panama City
PERU	Citibank del Peru S.A. Camino Real 457 Torre Real - 5th Floor San Isidro, Lima 27 PERU	Banco de Credito del Peru Lima
PHILIPPINES	The Hongkong and Shanghai Banking Corporation Limited 30/F Discovery Suites 25 ADB Avenue Ortigas Center Pasig City, Manila PHILIPPINES	The Hongkong and Shanghai Banking Corporation Limited Manila
POLAND	Bank Handlowy w. Warszawie S.A. ul. Senatorska 16 00-923 Warsaw 55 POLAND	Bank Rozwoju Eksportu S.A. Warsaw
PORTUGAL	Banco Espirito Santo, S.A 7th floor Rua Castilho, 26 1250-069 Lisbon PORTUGAL	J.P. Morgan AG Frankfurt
QATAR	HSBC Bank Middle East Limited 810 Abdulla Bin Jassim Street P. O. Box 57 Doha QATAR	HSBC Bank Middle East Limited Doha
ROMANIA	ING Bank N.V. 13-15 Kiseleff Avenue 011342 Bucharest 1 ROMANIA	ING Bank N.V. Bucharest

13

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
*RUSSIA*	J.P. Morgan Bank International** (Limited Liability Company) Building 2/1, 8th floor Paveletskaya Square 113054 Moscow RUSSIA	JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)
	ING Bank (Eurasia) ZAO (Closed Joint Stock Company) 36 Krasnoproletarskaya ulitsa 127473 Moscow RUSSIA	JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

SAUDI ARABIA	The Saudi British Bank P.O. Box 9084 Riyadh 11413 SAUDIA ARABIA	The Saudi British Bank Riyadh
SERBIA	UniCredit Bank Srbija a.d. Rajiceva 27-29 11000 Belgrade SERBIA AND MONTENEGRO	UniCredit Bank Srbija a.d. Belgrade
SINGAPORE	DBS Bank Ltd. 180 Clemenceau Avenue #03-01 Haw Par Centre 239922 SINGAPORE	Oversea-Chinese Banking Corporation Singapore
SLOVAK REPUBLIC	UniCredit Bank Slovakia a.s. Mostova 6 SK-814 16 Bratislava SLOVAK REPUBLIC	Vseobecno Uverova Banka S.A. Bratislava
SLOVENIA	Bank Austria Creditanstalt d.d. Ljubljana Smartinska 140 SI-1000 Ljubljana SLOVENIA	J.P. Morgan AG Frankfurt
SOUTH AFRICA	FirstRand Bank Limited 1 Mezzanine Floor, 3 First Place, Bank City Cnr Simmonds and Jeppe Streets Johannesburg 2001 SOUTH AFRICA	The Standard Bank of South Africa Limited Johannesburg
SOUTH KOREA	Standard Chartered First Bank Korea Limited 100 KongPyung-dong ChongRo-Gu Seoul 110-702 SOUTH KOREA	Standard Chartered First Bank Korea Limited Seoul

14

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
SPAIN	Santander Investment, S.A. Ciudad Grupo Santander Avenida de Cantabria, s/n Edificio Ecinar, planta baja Boadilla del Monte 28660 Madrid SPAIN	J.P. Morgan AG Frankfurt
SRI LANKA	The Hongkong and Shanghai Banking Corporation Limited 24 Sir Baron Jayatillaka Mawatha Colombo 1 SRI LANKA	The Hongkong and Shanghai Banking Corporation Limited Colombo
SWEDEN	Skandinaviska Enskilda Banken AB (publ) Sergels Torg 2 SE-106 40 Stockholm SWEDEN	Svenska Handelsbanken Stockholm
SWITZERLAND	UBS AG 45 Bahnhofstrasse 8021 Zurich SWITZERLAND	UBS AG Zurich
TAIWAN	JPMorgan Chase Bank, N.A.** 8th Floor, Cathay Xin Yi Trading Building No. 108, Section 5, Hsin  Yi Road Taipei 110 TAIWAN	JPMorgan Chase Bank, N.A. Taipei
THAILAND	Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 100 North Sathorn Road Bangrak Bangkok 10500 THAILAND	Standard Chartered Bank (Thai) Public Company Limited Bangkok
TUNISIA	Banque Internationale Arabe de Tunisie, S.A. 70-72 Avenue Habib Bourguiba P.O. Box 520 1080 Tunis Cedex TUNISIA	Banque Internationale Arabe de Tunisie, S.A. Tunis
TURKEY	Citibank A.S. Turkiye Main Branch Buyukdere Cad. No:100 80280 Esentepe Istanbul TURKEY	JPMorgan Chase Bank, N.A. Istanbul

15

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
*UKRAINE*	ING Bank Ukraine 30-A Spaska Street 04070 Kiev UKRAINE	JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

UNITED ARAB EMIRATES	HSBC Bank Middle East Limited Level 4, Precinct Building 4, Unit 5 Gate District P.O. Box 506553 Dubai UNITED ARAB EMIRATES	The National Bank of Abu Dhabi Abu Dhabi
UNITED KINGDOM.	JPMorgan Chase Bank, N.A.** 1 Tallis Street London EC4Y 5AJ UNITED KINGDOM	National Westminster Bank London
	Deutsche Bank AG The Depository and Clearing Centre Lower Ground Floor 27 Leadenhall Street London EC3A 1AA UNITED KINGDOM	Varies by currency
UNITED STATES	JPMorgan Chase Bank, N.A.** 4 New York Plaza New York NY 10004 U.S.A.	JPMorgan Chase Bank, N.A. New York
URUGUAY	BankBoston, N.A. Zabala 1463 Montevideo URUGUAY	BankBoston, N.A Montevideo.
VENEZUELA	Citibank, N.A. Centro Comercial El Recreo Torre Norte, Piso 20 Avda. Casanora, Sabana Grande Caracas 1050 D.C. VENEZUELA	Citibank, N.A. Caracas
VIETNAM	The Hongkong and Shanghai Banking Corporation Limited 75 Pham Hong Thai, District 1 Ho Chi Minh City VIETNAM	The Hongkong and Shanghai Banking Corporation Limited Ho Chi Minh City
ZAMBIA	Barclays Bank Zambia Plc Kafue House, Cairo Road Lusaka ZAMBIA	Barclays Bank Zambia Plc Lusaka

16

COUNTRY	SUB-CUSTODIAN	CASH CORRESPONDENT BANK
ZIMBABWE	Barclays Bank of Zimbabwe Limited Corporate Centre 1st Floor, Eastern Wing Birmingham Road, Cnr. Paisley Road Harare ZIMBABWE	Barclays Bank of Zimbabwe Limited Harare

17

SCHEDULE 2

SECURITIES DEPOSITORIES

COUNTRY	DEPOSITORY	INSTRUMENTS
ARGENTINA	CVSA (Caja de Valores S.A.)	Equity, Corporate Debt, Government Debt
	CRYL (Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)	Government Debt
AUSTRALIA	Austraclear Limited	Corporate Debt, Money Market, Government Debt and Semi-Government Debt
	CHESS (Clearing House Electronic Sub-register System)	Equity
AUSTRIA	OeKB (Oesterreichische Kontrollbank AG)	Equity, Corporate Debt, Government Debt
BAHRAIN	CSDR (Clearing, Settlement, Central Depository and Registry System)	Equity
BANGLADESH	CDBL (Central Depository Bangladesh Limited)	Equity, Government Debt
BELGIUM	Euroclear Belgium	Equity, Corporate Debt
	NBB (National Bank of Belgium)	Corporate Debt, Government Debt
BERMUDA	BSD (Bermuda Securities Depository)	Equity
BRAZIL	CBLC (Companhia Brasileira de Liquidacao e Custodia)	Equity
	CETIP (Central de Custodia e de Liquidacao Financiera de Titulos Privados)	Corporate Debt
	SELIC (Sistema Especial de Liquidacao e Custodia)	Government Debt
BULGARIA	BNB (Bulgaria National Bank)	Government Debt
	CDAD (Central Depository A.D.)	Equity, Corporate Debt

18

COUNTRY	DEPOSITORY	INSTRUMENTS
CANADA	CDS (The Canadian Depository for Securities Limited)	Equity, Corporate, Government Debt
CHILE	DCV (Deposito Central de Valores S.A.)	Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI	CSDCC, Shanghai Branch (China Securities Depository and Clearing Corporation Limited, Shanghai Branch)	Equity
CHINA, SHENZHEN	CSDCC, Shenzhen Branch (China Securities Depository and Clearing Corporation Limited, Shenzhen Branch)	Equity
COLOMBIA	DCV (Deposito Central de Valores)	Government Debt
	DECEVAL (Deposito Centralizado de Valores de Colombia S.A.)	Equity, Corporate Debt, Government Debt
CROATIA	CDA (Central Depository Agency Inc. – Stredisnja depozitarna agencija d.d.)	Equity, Corporate Debt, Government Debt
CYPRUS	CSD (Central Securities Depository)	Equity, Corporate Debt, Government Debt
CZECH REPUBLIC	SCP (Stredisko cennych papiru – Ceska republica)	Equity, Corporate Debt, Government Debt
	CNB (Czech National Bank)	Government Debt
DENMARK	VP (Vaerdipapircentralen A/S)	Equity, Corporate Debt, Government Debt
EGYPT	MCSD (Misr for Clearing, Settlement and Depository)	Equity, Corporate Debt
	CBE (Central Bank of Egypt)	Government Debt
ESTONIA	ECDS (Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium)	Equity, Corporate Debt, Government Debt
EUROMARKET	CBL (Clearstream Banking, S.A.)	Internationally Traded Debt, Equity
	Euroclear Bank S.A./N.V.	Internationally Traded Debt, Equity

19

COUNTRY	DEPOSITORY	INSTRUMENTS
FINLAND	APK (Finnish Central Securities Depository Limited)	Equity, Corporate Debt, Government Debt
FRANCE	Euroclear France	Equity, Corporate Debt, Government Debt
GERMANY	CBF (Clearstream Banking AG)	Equity, Corporate Debt, Government Debt
GREECE	CSD (Central Securities Depository S.A.)	Equity, Corporate Debt, Government Debt
	BoG (Bank of Greece)	Government Debt
HONG KONG	HKSCC (Hong Kong Securities Clearing Company Limited)	Equity
	CMU (Central Moneymarkets Unit)	Corporate Debt, Government Debt
HUNGARY	KELER Zrt. (Central Clearing House and Depository (Budapest) Zrt. – Kozponti Elszamolohaz es Ertektar (Budapest) Zrt.)	Equity, Corporate Debt, Government Debt
ICELAND	ISD (The Islandic Securities Depository)	Equity, Corporate Debt, Government Debt
INDIA	NSDL (National Securities Depository Limited)	Equity, Corporate Debt, Government Debt
	CDSL (Central Depository Services (India) Limited)	Equity
	RBI (Reserve Bank of India)	Government Debt
INDONESIA	KSEI (PT Kustodian Sentral Efek Indonesia)	Equity, Corporate Debt
	Bank Indonesia	Government Debt
IRELAND	CREST (CRESTCo Limited)	Equity, Corporate Debt
ISRAEL	TECH (Tel Aviv Stock Exchange Clearing House Ltd.)	Equity, Corporate Debt, Government Debt
ITALY	Monte Titoli S.p.A.	Equity, Corporate Debt, Government Debt
IVORY COAST	DC/BR (Le Depositaire Central / Banque de Reglement)	Equity

20

COUNTRY	DEPOSITORY	INSTRUMENTS
JAMAICA	JCSD (Jamaica Central Securities Depository)	Equity, Corporate Debt, Government Debt
JAPAN	JASDEC (Japan Securities Depository Center, Incorporated)	Equity, Convertible Debt
	BoJ (Bank of Japan)	Registered Government Debt
	JSSC (Japan Securities Settlement and Custody, Inc.)	Foreign Securities
JORDAN	SDC (Securities Depository Center)	Equity, Corporate Debt
KAZAKHSTAN	CSD (Central Securities Depository CJSC)	Equity
KENYA	CBCD (Central Bank Central Depository)	Government Debt
	CDSC (Central Depository & Settlement Corporation Limited)	Equity, Corporate Debt
KUWAIT	KCC (The Kuwait Clearing Company S.A.K.)	Equity, Corporate Debt
LATVIA	LCD (Latvian Central Depository)	Equity, Corporate Debt, Government Debt
LEBANON	Midclear S.A.L. (Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)	Equity
	BDL (Banque du Liban)	Government Debt
LITHUANIA	CSDL (Central Securities Depository of Lithuania)	Equity, Corporate Debt, Government Debt
LUXEMBOURG	CBL (Clearstream Banking, S.A.)	Equity
MALAYSIA	Bursa Depository (Bursa Malaysia Depository Sdn Bhd)	Equity, Corporate Debt
	BNM (Bank Negara Malaysia)	Government Debt
MALTA	CSD (The Central Securities Depository)	Equity, Corporate Debt, Government Debt

21

COUNTRY	DEPOSITORY	INSTRUMENTS
MAURITIUS	CDS (Central Depository and Settlement Company Limited)	Equity, Corporate Debt
MEXICO	INDEVAL (S.D. INDEVAL S.A. de C.V.)	Equity, Corporate Debt, Government Debt
MOROCCO	Maroclear	Equity, Corporate Debt, Government Debt
NETHERLANDS	Euroclear Nederland	Equity, Corporate Debt, Government Debt
NEW ZEALAND	NZCSD (New Zealand Central Securities Depository)	Equity, Corporate Debt, Government Debt
NIGERIA	CSCS (Central Securities Clearing System Limited)	Equity, Corporate Debt, Government Debt
NORWAY	VPS (Verdipapirsentralen ASA)	Equity, Corporate Debt, Government Debt
OMAN	MDSRC (The Muscat Depository and Securities Registration Company, S.A.O.C.)	Equity, Corporate Debt
PAKISTAN	CDC (Central Depository Company of Pakistan Limited)	Equity, Corporate Debt
	SBP (State Bank of Pakistan)	Government Debt
PANAMA	LATINCLEAR (Central Latinoamericana de Valores, S.A.)	Equity, Corporate Debt, Government Debt
PERU	CAVALI (CAVALI ICLV S.A.)	Equity, Corporate Debt, Government Debt
PHILIPPINES	PDTC (Philippine  Depository and Trust Corp.)	Equity, Corporate Debt
	RoSS (Bangko Sentral ng Pilipinas / Register of Scripless Securities)	Government Debt
POLAND	NDS (National Depository for Securities S.A.)	Equity, Long-Term Government Debt
	RPW (Registry of Securities)	Short-Term Government Debt
PORTUGAL	INTERBOLSA (Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)	Equity, Corporate Debt, Government Debt

22

COUNTRY	DEPOSITORY	INSTRUMENTS
QATAR	DSM (Doha Securities Market)	Equity
ROMANIA	BSE (Bucharest Stock Exchange)	Equity
	NBR (National Bank of Romania)	Government Debt
RUSSIA	VTB (Vneshtorgbank)	Government Debt (Ministry of Finance Bonds)
	NDC (The National Depository Center)	Corporate Debt, Government Debt (GKOs/OFZs)
SAUDI ARABIA	Tadawul	Equity
	SAMA (Saudi Arabian Monetary Authority)	Government Debt
SERBIA	CSD (Central Register and Central Depository for Securities)	Equity, Corporate Debt, Government Debt
SINGAPORE	CDP (The Central Depository (Pte) Limited)	Equity, Corporate Debt
	MAS (Monetary Authority of Singapore)	Government Debt
SLOVAK REPUBLIC	CSD (Centralny depozitar cennych papierov SR, a.s.)	Equity, Corporate Debt, Government Debt
	NBS (National Bank of Slovakia)	Government Debt
SLOVENIA	KDD (Centralna klirinsko depotna druzba d.d.)	Equity, Corporate Debt, Government Debt
SOUTH AFRICA	Strate Central Securities Depository (STRATE Ltd.)	Equity, Corporate Debt, Government Debt
SOUTH KOREA	KSD (Korea Securities Depository)	Equity, Corporate Debt, Government Debt
SPAIN	IBERCLEAR (Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)	Equity, Corporate Debt, Government Debt
SRI LANKA	CDS (Central Depository System (Private) Limited)	Equity, Corporate Debt
SWEDEN	VPC (Vardepapperscentralen AB)	Equity, Corporate Debt, Government Debt

23

COUNTRY	DEPOSITORY	INSTRUMENTS
SWITZERLAND	SIS (SIS SegaInterSettle AG)	Equity, Corporate Debt, Government Debt
TAIWAN	TDCC (Taiwan Depository and Clearing Corporation)	Equity, Corporate Debt, Government Debt
THAILAND	TSD (Thailand Securities Depository Company Limited)	Equity, Corporate Debt, Government Debt
TUNISIA	STICODEVAM (Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)	Equity, Corporate Debt, Government Debt
TURKEY	Central Registry Agency (CRA)	Equity, Corporate Debt
	CBoT (Central Bank of Turkey)	Government Debt
UKRAINE	NBU (National Bank of Ukraine)	Government Debt
	MFS (Interregional Securities Union)	Corporate Debt, Selected Equity
UNITED ARAB EMIRATES	DFM (Dubai Financial Market Clearing House)	Equity, Corporate Debt, Government Debt
	DIFX (Dubai International Financial Exchange Central Securities Depository and Registry)	Equity, Corporate Debt
UNITED KINGDOM	CREST (CRESTCo Limited)	Equity, Corporate Debt, Government Debt
UNITED STATES	DTC (The Depository Trust Company)	Equity, Corporate Debt
	FRB (Federal Reserve Bank)	Government Debt, Mortgage Back Debt
URUGUAY	BCU (Banco Central del Uruguay)	Government Debt
VENEZUELA	BCV (Banco Central de Venezuela)	Government Debt
	CVV (Caja Venezolana de Valores, S.A.)	Equity, Corporate Debt, Money Market
VIETNAM	VSD (Vietnam Securities Depository)	Equity, Corporate Debt, Government Debt

24

COUNTRY	DEPOSITORY	INSTRUMENTS
ZAMBIA	CSD (LuSE Central Shares Depository Limited)	Equity, Government Debt
	BoZ (Bank of Zambia)	Government Debt

25

THE JPMORGAN CHASE BANK

FEE SCHEDULE

FOR

MORGAN STANLEY

REGISTERED INVESTMENT COMPANIES

Revised as October 1, 2006

26

Custody Fee Schedule:

Market	Asset Charge (bps)	Transaction Charges	Threshold I	Tier II (bps)	Threshold II	Tier III (bps)
		(US$ )	(US$ )*		(US$ )*
Argentina	20.00	75.00	150,000,000	17.00	187,500,000	13.60
Australia	1.50	30.00	650,000,000	1.20	812,500,000	0.90
Austria	3.00	40.00	225,000,000	2.40	281,250,000	1.80
Bahrain	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Bangladesh	35.00	85.00	100,000,000	29.75	125,000,000	23.80
Belgium	3.50	40.00	150,000,000	2.80	187,500,000	2.24
Bermuda	18.00	55.00	100,000,000	15.30	125,000,000	12.24
Botswana	40.00	73.00	100,000,000	34.00	125,000,000	27.20
Brazil	15.00	50.00	415,000,000	12.00	518,750,000	9.60
Bulgaria	35.00	75.00	100,000,000	29.75	125,000,000	23.80
Canada	1.50	20.00	150,000,000	1.28	187,500,000	1.02
Chile	22.00	50.00	100,000,000	18.70	125,000,000	14.96
China	20.00	50.00	100,000,000	17.00	125,000,000	13.60
Colombia	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Costa Rica	35.00	55.00	100,000,000	29.75	125,000,000	23.80
Croatia	40.00	75.00	100,000,000	34.00	125,000,000	27.20
Cyprus	25.00	55.00	100,000,000	21.25	125,000,000	17.00
Czech Republic	22.50	55.00	150,000,000	18.00	187,500,000	14.40
Denmark	2.15	35.00	150,000,000	1.61	187,500,000	1.21
Ecuador	45.00	55.00	100,000,000	38.25	125,000,000	30.60
Egypt	30.00	50.00	100,000,000	25.50	125,000,000	20.40
Estonia	34.00	75.00	100,000,000	28.90	125,000,000	23.12
Euro CDs	1.50	15.00	100,000,000	1.20	125,000,000	0.96
Euroclear	1.25	15.00	6,450,000,000	1.00	8,062,500,000	0.80
Finland	3.50	35.00	230,000,000	2.63	287,500,000	1.97
France	1.75	25.00	2,285,000,000	1.40	2,856,250,000	1.12
Germany	1.50	25.00	1,575,000,000	1.20	1,968,750,000	0.96
Ghana	40.00	80.00	100,000,000	34.00	125,000,000	27.20
Greece	20.00	40.00	150,000,000	17.00	187,500,000	13.60
Hong Kong	3.00	40.00	1,250,000,000	2.40	1,562,500,000	1.92
Hungary	25.00	55.00	150,000,000	20.00	187,500,000	15.00
Iceland	20.00	55.00	100,000,000	17.00	125,000,000	13.60
India	16.00	45.00	1,470,000,000	13.60	1,837,500,000	10.88
Indonesia	10.00	60.00	150,000,000	8.00	187,500,000	6.00
Ireland	1.25	17.50	205,000,000	1.06	256,250,000	0.85
Israel	25.00	50.00	150,000,000	20.00	187,500,000	16.00
Italy	3.50	30.00	445,000,000	2.98	556,250,000	2.38
Ivory Coast	45.00	85.00	100,000,000	38.25	125,000,000	30.60
Jamaica	11.00	70.00	100,000,000	9.35	125,000,000	7.48
Japan	1.35	18.00	5,550,000,000	1.15	6,937,500,000	0.92
Jersey	35.00	85.00	100,000,000	29.75	125,000,000	23.80

27

Market	Asset Charge (bps)	Transaction Charges	Threshold I	Tier II (bps)	Threshold II	Tier III (bps)
Jordan	30.00	90.00	150,000,000	25.50	187,500,000	20.40
Kazakhstan	45.00	85.00	100,000,000	38.25	125,000,000	30.60
Kenya	40.00	82.00	100,000,000	34.00	125,000,000	27.20
Korea	10.50	30.00	1,000,000,000	8.93	1,250,000,000	7.14
Latvia	30.00	55.00	100,000,000	25.50	125,000,000	20.40
Lebanon	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Lithuania	30.00	57.50	100,000,000	25.50	125,000,000	20.40
Luxembourg	3.50	40.00	100,000,000	2.80	125,000,000	2.24
Malaysia	7.00	45.00	150,000,000	6.30	187,500,000	5.67
Malta	30.00	57.50	100,000,000	25.50	125,000,000	20.40
Mauritius	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Mexico	5.50	35.00	385,000,000	4.40	481,250,000	3.30
Morocco	30.00	90.00	150,000,000	27.00	187,500,000	24.30
Namibia	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Nepal	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Netherlands	3.00	25.00	1,665,000,000	2.55	2,081,250,000	2.04
New Zealand	2.00	35.00	185,000,000	1.60	231,250,000	1.28
Nigeria	45.00	85.00	100,000,000	38.25	125,000,000	30.60
Norway	3.75	35.00	150,000,000	3.00	187,500,000	2.25
Oman	45.00	100.00	150,000,000	38.25	187,500,000	30.60
Pakistan	30.00	85.00	150,000,000	25.50	187,500,000	20.40
Peru	35.00	85.00	100,000,000	29.75	125,000,000	23.80
Philippines	15.00	60.00	150,000,000	12.75	187,500,000	10.20
Poland	25.00	65.00	280,000,000	20.00	350,000,000	16.00
Portugal	12.00	45.00	150,000,000	10.20	187,500,000	8.16
Romania	40.00	80.00	100,000,000	34.00	125,000,000	27.20
Russia	22.00	75.00	150,000,000	18.70	187,500,000	14.96
Singapore	4.00	45.00	445,000,000	3.20	556,250,000	2.40
Slovakia	35.00	85.00	100,000,000	29.75	125,000,000	23.80
Slovenia	30.00	75.00	150,000,000	25.50	187,500,000	20.40
South Africa	4.50	30.00	730,000,000	3.60	912,500,000	2.70
Spain	4.25	40.00	600,000,000	3.40	750,000,000	2.55
Sri Lanka	20.00	55.00	100,000,000	17.00	125,000,000	13.60
Swaziland	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Sweden	3.50	30.00	600,000,000	2.98	750,000,000	2.23
Switzerland	3.25	30.00	1,525,000,000	2.76	1,906,250,000	2.21
Taiwan	13.00	70.00	683,000,000	11.70	853,750,000	10.53
Thailand	12.00	45.00	175,000,000	10.20	218,750,000	8.16
Tunisia	40.00	50.00	150,000,000	34.00	187,500,000	27.20
Turkey	12.50	50.00	465,000,000	10.63	581,250,000	8.50
Ukraine	45.00	85.00	100,000,000	38.25	125,000,000	30.60
United Arab Emirites	45.00	85.00	100,000,000	38.25	125,000,000	30.60
United Kingdom	1.25	17.50	6,750,000,000	1.06	8,437,500,000	0.85

28

Market	Asset Charge (bps)	Transaction Charges	Threshold I	Tier II (bps)	Threshold II	Tier III (bps)
United States	0.20	4.50	40,000,000,000	0.15	80,000,000,000	0.10
Uruguay	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Venezuela	35.00	85.00	100,000,000	29.75	125,000,000	23.80
Vietnam	40.00	85.00	100,000,000	34.00	125,000,000	27.20
Zambia	40.00	80.00	100,000,000	34.00	125,000,000	27.20
Zimbabwe	35.00	70.00	100,000,000	29.75	125,000,000	23.80

* Asset charges  will be applied to the aggregate level of Morgan Stanley assets with JPMorgan.

29

Miscellaneous Fees & Out of Pocket Expenses:

Cash Movements	$6	for USD settlements
	$15	for non USD settlements

Registration/Transfer fees, Mauritius cash account administration and transfer charges, Stamp taxes/duties and any other out of pocket costs will be recharged to the Funds at cost, where incurred by JPMorgan.

NSDL India pass through charges for transactions will be absorbed by JPMorgan.

Earnings Credits:

Credits will be paid to the Funds at a rate based on the 90-Day Treasury bill rate less 1% on daily positive balances.  All interest is paid after a 10% Federal Reserve requirement is deducted from the balances. The credits earned are cumulative throughout JPMorgan Chase Bank’s fiscal year.  At the beginning of the new fiscal year, earnings credit balances are reset to zero.

Overdraft Rates:

Overdraft charges paid by the Funds will be calculated using the Federal Funds rate plus 50 basis points on daily negative balances.

Class Action Services:

Includes determing account eligibility, filing, processing rejected items, and monitoring and processing recoveries.

Flat fee of $500 per filing paid once claim is filed.

Other  Fees:

·Settlement of physical securities - $40

·Global Proxy Services per fund per vote executed

·USA free of charge

·All other countries $15

Notes:

All new business will be separately negotiated.  The Adviser shall contact its relationship manager if it plans to trade in new countries (i.e. countries that are not on the Fee Schedule).  If the Adviser’s relationship manager is not notified ahead of time, the relevant Fund will be charged at the Chase generic rate for each respective new country.

30

EX-99.9(C)

Exhibit 99.9(c)

Amendment Dated as of June 26, 2008 to the Global Custody Agreement between JP Morgan Chase Bank, N.A.    (“JP Morgan” or “Custodian”) and each of the Funds listed on Attachment A of such Agreement (each, a “Fund”)

WHEREAS, The Custodian and each Fund have entered into a Global Custody Agreement dated as of April 12, 2007, as amended to date (the “Global Custody Agreement”),

WHEREAS, the fund listed below wishes to become a party to the Agreement, and

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

1.Attachment A to the Global Custody Agreement is hereby deleted and replaced with the schedule attached hereto to reflect the addition of the following:

Morgan Stanley Frontier Emerging Markets Fund, Inc.

IN WITNESS HEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

EACH OF THE FUNDS AND ACCOUNT LISTED ON THE NEW ATTACHMENT A

Attest:	/s/ Emily Bachman	By:	/s/ James Garrett
		Name:			James Garrett
		Title:			Treasurer and Chief Financial Officer
JP MORGAN CHASE BANK, N.A.
Attest:	/s/ Helen Robichaud	By:		/s/ Mark Kucera
		Name:				Mark Kucera
		Title:				Vice President

Attachment A

The Universal Institutional Funds, Inc.—

Asian Equity Portfolio

Balanced Portfolio

Core Equity Portfolio

Core Plus Fixed Income Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Equity Portfolio

Equity and Income Portfolio

Equity Growth Portfolio

Global Franchise Portfolio

Global Real Estate Portfolio

Global Value Equity Portfolio

High Yield Portfolio

International Fixed Income Portfolio

International Growth Equity Portfolio

International Magnum Portfolio

Investment Grade Fixed Income Portfolio

Mid Cap Growth Portfolio

Multi-Asset Class Portfolio

Small Company Growth Portfolio

Targeted Duration Portfolio

U.S. Mid-Cap Value Portfolio

U.S. Real Estate Portfolio

Value Portfolio

Morgan Stanley Institutional Fund Inc.—

Active International Allocation Portfolio

Disciplined Large Cap Value Active Extension Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Portfolio

Focus Equity Portfolio

Global Franchise Portfolio

Global Real Estate Portfolio

Global Value Equity Portfolio

International Equity Portfolio

International Growth Active Extension Portfolio

International Growth Equity Portfolio

International Magnum Portfolio

International Real Estate Portfolio

International Small Cap Portfolio

Large Cap Relative Value Portfolio

Small Company Growth Portfolio

Systematic Active Large Cap Core Portfolio

Systematic Active Small Cap Core Portfolio

Systematic Active Small Cap Growth Portfolio

Systematic Active Small Cap Value Portfolio

Systematic Large Cap Core Active Extension Portfolio

U.S. Large Cap Growth Portfolio

U.S. Real Estate Portfolio

U.S. Small/Mid Cap Value Portfolio

Morgan Stanley Institutional Fund Trust—

Advisory Portfolio

Advisory Portfolio II

Advisory Portfolio III (formerly known as Advisory Global Fixed Income Portfolio)

Advisory Portfolio IV (formerly known as Advisory Global Fixed Income Portfolio II)

Advisory Portfolio V

Advisory Portfolio—Series 1

Advisory Portfolio—Series 2

Balanced Portfolio

Core Fixed Income Portfolio

Core Plus Fixed Income Portfolio

Equities Plus Portfolio

High Yield Portfolio

Intermediate Duration Portfolio

International Fixed Income Portfolio

Investment Grade Fixed Income Portfolio

Limited Duration Portfolio

Long Duration Fixed Income Portfolio

Mid Cap Growth Portfolio

Municipal Portfolio

U.S. Mid Cap Value Portfolio

U.S. Small Cap Value Portfolio

Value Portfolio

Morgan Stanley Asia-Pacific Fund, Inc.

Morgan Stanley Emerging Markets Fund, Inc.

Morgan Stanley India Investment Fund, Inc.

Morgan Stanley Eastern Europe Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley Frontier Emerging Markets Fund, Inc.

Morgan Stanley High Yield Fund, Inc.

Morgan Stanley Global Opportunity Bond Fund, Inc.

Morgan Stanley Emerging Markets Debt Fund, Inc.

The Malaysia Fund, Inc.

The Latin American Discovery Fund, Inc.

The Turkish Investment Fund, Inc.

MSIF Trust Balanced Portfolio - Holding Account # 1

EX-99.10

Exhibit 99.10

INVESTMENT MANAGEMENT

Morgan Stanley Global Opportunity Bond Fund, Inc.

Morgan Stanley Emerging Markets Debt Fund, Inc.

Dividend Reinvestment and Cash Purchase Plan

Terms And Conditions

1.Each Stockholder (Stockholder) holding shares of common stock of Morgan Stanley Global Opportunity Bond Fund, Inc. and Morgan Stanley Emerging Markets Debt Fund, Inc. (individually, the Fund and collectively, the Funds) will automatically be deemed to have elected to be a participant in the Fund’s Dividend Reinvestment and Cash Purchase Plan (the Plan), unless Computershare Trust Company, N.A. (the Plan Agent) is otherwise instructed by the Stockholder, in writing, to have all distributions, net of any applicable U.S. withholding tax, paid in cash. A Stockholder who does not wish to participate in the Plan will receive all distributions, the record dates for which follow the receipt by the Plan Agent of such Stockholder’s instructions, in cash and will be paid by check in U.S. dollars mailed directly to such Stockholder by Computershare Trust Company, N.A., as dividend disbursing agent. The Plan Agent will act as agent for individual Stockholders in administering the Plan and will open an account for each Stockholder under the Plan in the same name as her or his shares of common stock are registered.

2.Whenever the directors of the Fund declare an income dividend or capital gains distribution (Distributions) payable in shares of common stock or cash, participating Stockholders will take such Distributions entirely in shares of common stock to be issued by the Fund or to be purchased on the open market by the Plan Agent, and the Plan Agent shall automatically receive such shares of common stock, including fractions, for the Stockholder’s account. Whenever the market price per share of common stock equals or exceeds the net asset value (NAV) per share at the time the shares of common stock are valued for the purpose of determining the number of shares of common stock equivalent to the Distribution (the Valuation Date), participants will be issued shares of common stock by the Fund valued at NAV or, if the NAV is less than 95% of the market price on the Valuation Date, then participants will be issued shares valued at 95% of the market price. If NAV per share on the Valuation Date exceeds the market price per share on that date, the Plan Agent, as agent for the participants, will buy shares of the Fund’s common stock on the open market, on the New York Stock Exchange (NYSE) or elsewhere, for the participants’ accounts. If, before the Plan Agent has completed such purchases, the market price exceeds the NAV per share, the average per share purchase price paid by the Plan Agent may exceed the NAV per share, resulting in the acquisition of fewer shares than if the Distributions had been paid in shares issued by the Fund at NAV. Additionally, if the market price exceeds the NAV per share before the Plan Agent has completed its purchases, the Plan Agent is permitted to cease purchasing shares and the Fund may issue the remaining shares at a price equal to the greater of (a) NAV or (b) 95% of the then current market price. In a case where the Plan Agent has terminated open market purchases and the Fund has issued the remaining shares, the number of shares received by each participant in respect of the Distributions will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues the remaining shares. The Valuation Date shall be the Distributions payment date or, if that date is not an NYSE trading day, the next preceding trading day.

3.Whenever the directors of the Fund declare income Distributions payable only in cash, the Plan Agent, as agent for the participants, will buy shares of the Fund’s common stock on the open market, on the NYSE or elsewhere, with the cash in respect of such Distributions for the participants’ accounts, on, or shortly after, the payment date. To the extent the market price exceeds the NAV of the common stock

when the Plan Agent makes such purchases, participants may receive fewer shares of common stock than if the Distributions had been payable in common stock issued by the Fund.

4.Participants in the Plan have the option of making additional cash payments to the Plan Agent, quarterly in any amount from $100 to $3,000, for investment in shares of common stock of the Fund. The Plan Agent will use all funds received from participants (as well as any Distributions received in cash) to purchase shares of common stock on the open market on or about the 15th day of March, June, September and December. Any voluntary cash payments received more than 35 days prior to such date will be returned by the Plan Agent, and interest will not be paid on any such amounts. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Plan Agent, participants should send in voluntary cash payments to be received by the Plan Agent approximately two business days before the 15th day of March, June, September and December. A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Plan Agent not less than 48 hours before the payment is to be invested. All voluntary cash payments should be made by check drawn on a U.S. bank, payable in U.S. dollars, and should be mailed to the Plan Agent at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078. If any check is returned unpaid for any reason, the Plan Agent will be entitled to sell any number of shares from the participant’s account required to recoup any funds expended to purchase shares for such participant’s account.

5.The Plan Agent will apply all cash received as Distributions to purchase shares of common stock on the open market as soon as practicable after the payment date of the Distribution, except where necessary to comply with applicable provisions of the federal securities laws. No participant will have any authority to direct the time or price at which the Plan Agent may purchase shares of the Fund’s common stock on such participant’s behalf.

6.For all purposes of the Plan: (a) the market price of shares of common stock of the Fund on a particular date shall be the last sales price on the NYSE at the close of the previous trading day or, if there is no sale on the NYSE on that date, then the mean between the closing bid and asked quotations for such stock on the NYSE on such date, (b) each Valuation Date shall be the Distribution payment date or, if that date is not an NYSE trading day, the next preceding trading day, and (c) the NAV per share of common stock on a particular date shall be as determined by or on behalf of the Fund.

7.The open-market purchases provided for above may be made on any securities exchange where the shares of common stock of the Fund are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Funds held by the Plan Agent will not bear interest. The Plan Agent shall have no responsibility as to the value of the shares of common stock of the Fund acquired for any Stockholder’s account.

8.The Plan Agent will hold shares of common stock acquired pursuant to the Plan in non-certificated form in the name of the Stockholder for whom such shares are being held and each Stockholder’s proxy will include those shares of common stock held pursuant to the Plan. The Plan Agent will forward to each Stockholder participating in the Plan any proxy solicitation material received by it. 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 such Stockholders as representing the total amount registered in the names of such Stockholders and held for the account of beneficial owners who participate in the Plan.

9.The Plan Agent will confirm, in writing, each acquisition made for the account of a Stockholder as soon as practicable. such confirmation will indicate the number of shares purchased and the price per share paid, and will include any applicable tax information pertaining to such Stockholder’s account. It is understood that the reinvestment of Distributions does not relieve the participant of any income tax which may be payable on such Distributions. Any Stockholder who is subject to U.S. backup withholding tax, or who is a foreign Stockholder subject to U.S. income tax withholding, will have the applicable tax withheld from all Distributions received and only the net amount will be reinvested in shares of the Fund’s common stock. Morgan Stanley does not offer tax advice. The tax information contained herein is general and is not exhaustive by nature. It was not intended or written to be used, and it cannot be used by any taxpayer, for avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Federal and state tax laws are complex and constantly changing. Stockholders should always consult a legal or tax advisor for information concerning their individual situation.

10.Any stock dividends or split shares distributed by the Fund on shares of common stock held by the Plan Agent for a Stockholder will be credited to the Stockholder’s account. In the event that the Fund makes available to Stockholders rights to purchase additional shares of common stock

or other securities, the Plan Agent will forward to each Stockholder participating in the Plan any materials received by it relating to such rights.

11.Stockholders will be charged a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of Distributions. A Stockholder will also pay brokerage commissions incurred in connection with purchases from voluntary cash payments made by the Stockholder. Brokerage charges for purchasing small amounts of stock for individual accounts through the Plan are expected to be less than the usual brokerage charges for such transactions because the Plan Agent will be purchasing stock for all participants in large blocks and prorating the lower commission thus attainable.

12.Stockholders may terminate their participation in the Plan at any time and elect to receive distributions in cash by notifying the Plan Agent in writing, by telephone, or by visiting morganstanley.com/im. A Participant’s termination takes effect when such notice is received by the Agent except as otherwise provided in this Paragraph. In the event a Participant’s notice of termination is received before a record date for an account whose distributions are to be reinvested, the Agent, in its sole discretion, may either distribute such distributions in cash or reinvest them in shares on behalf of the terminating Participant. The Plan may be terminated by the Plan Agent or the Fund with respect to any voluntary cash payments made or any Distributions paid subsequent to a notice of termination in writing mailed to the Stockholders at least 30 days prior to the quarterly contribution date, in the case of voluntary cash payments, or the record date for the payment of any Distributions by the Fund. Upon any termination, common stock will be held by the Plan Agent in non-certificated form in the name of the participant. If you elect by notice to us in writing at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, by telephone at (800) 231-2608 or by visiting morganstanley.com/im in advance of such determination to have us sell part or all of your Shares and remit the proceeds to you, we are authorized to deduct brokerage commissions for this transaction from the proceeds.

13.If a Participant decides to sell his or her shares, the Agent will process all sale instructions received no later than five business days after the date on which the order is received, assuming the relevant markets are open and sufficient market liquidity exists (and except where deferral is required under applicable federal or state laws or regulations). Such sale will be made through the Agent’s broker on the relevant market and the sale price will not be determined until such time as the broker completes the sale. In each case the price to the Participant shall be the weighted average sale price obtained by the Agent’s broker net of brokerage commissions for each aggregate order placed by the Agent and executed by the broker. To maximize cost savings, the Agent will seek to sell shares in round lot transactions. For this purpose the Agent may combine the Participant’s shares with those of other selling Participants.

14.If any Stockholder has withdrawn shares from the Plan, or acquires shares which have been withdrawn from the Plan, and wishes to have such shares held through and subject to the Plan, such Stockholder may resubmit such shares by notifying the Plan Agent at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, by telephone at (800) 231-2608 or by visiting morganstanley.com/im.

15.These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to the Stockholders appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by the Stockholders unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of a Stockholder’s account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of a successor Plan Agent for the purpose of receiving Distributions, the Fund will be authorized to pay to such successor Plan Agent, for the Stockholders’ accounts, all Distributions payable on the shares of common stock held in the Stockholders’ name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.

16.The Plan Agent shall at all times act in good faith and agree to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith or willful misconduct or that of its employees.

© 2009 Morgan Stanley

www.morganstanley.com/im

EX-99.13(A)

Exhibit 99.13(a)

AMENDED AND RESTATED

ADMINISTRATION AGREEMENT

ADMINISTRATION AGREEMENT dated as of June 20, 2007 between MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC., a Maryland corporation (the “Fund”) and MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (“MSIM”).

WHEREAS, the Fund desires to retain MSIM to render certain management administrative and other services to the Fund, and MSIM is willing to render such services; and

WHEREAS, this Agreement replaces the Administration Agreement, dated November 1, 2004, between the Fund and MSIM; and

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Appointment of Administrator

The Fund hereby appoints MSIM to act as administrator to the Fund for the period and on the terms set forth in this Agreement.  In connection therewith, MSIM accepts such appointment and agrees to render the services and provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation herein provided.  The parties hereto agree that MSIM may render and provide the services described herein directly or through the services of third parties.  In connection with such appointment, the Fund has delivered or will deliver to MSIM copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

A.Certified copies of the Articles of Incorporation of the Fund as presently in effect and as amended from time to time;

B.A certified copy of the Fund’s By-Laws as presently in effect as amended from time to time;

C.A copy of the resolution of the Fund’s Board of Directors authorizing this Agreement;

D.The Fund’s registration statement on Form N-2 as filed with, and declared effective by, the U.S. Securities and Exchange Commission (“SEC”), and all amendments thereto;

E.Certified copies of the resolutions of the Fund’s Board of Directors authorizing:  (1) certain persons to give instructions to the Fund’s Custodian pursuant to the Custody Agreement and (2) certain persons to sign checks and pay expenses on behalf of the Fund.

F.A copy of the Investment Advisory Agreement dated March 13, 1997 between the Fund and Morgan Stanley Asset Management Inc.

G.A copy of the Custody Agreement between the Fund and the Fund’s Custodian.

H.Such other certificates, documents or opinions which MSIM may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.

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2.Representation and Warranties of MSIM

MSIM represents and warrants to the Fund that:

A.It is a corporation, duly organized and existing in good standing under the laws of Delaware.

B.It is duly qualified to carry on its business in the State of New York.

C.It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform the services contemplated in this Agreement.

D.All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

E.It has and will continue to have and maintain, directly or through third parties, the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

3.Services Provided by MSIM

MSIM shall discharge, directly, or through third parties, the following responsibilities subject to the control of the Fund’s Board of Directors, and in compliance with the objectives, policies and limitations set forth in the Fund’s registration statement, By-Laws and applicable laws and regulations.

A.General Administration.  Under the direction of the Fund’s Board of Directors, MSIM shall manage, administer, and conduct all of the general business activities of the Fund other than those which have been contracted to third parties by the Fund, and shall, directly or through third parties, provide the personnel and facilities necessary to perform such general business activities under the supervision of the Fund’s Board of Directors and Executive Officers.  In addition, MSIM shall oversee the performance of administrative and professional services rendered to the Fund by others.

B.Accounting.  MSIM shall, directly or through third parties, provide the following accounting services to the Fund:

1)Maintenance of the books and records and accounting controls for the Fund’s assets, including records of all securities transactions;

2)Weekly calculation of the net asset value for each of the Fund’s Portfolios;

3)Accounting for dividends and interest received and distributions made by each of the Fund’s Portfolios;

4)Preparation and filing of the Fund’s U.S. tax returns and annual and semi-annual reports;

5)The production of transaction data, financial reports and such other periodic and special reports as the Board of Directors of the Fund may reasonably request;

6)The preparation of financial statements for the annual and semi-annual reports and other shareholder communications;

7)Liaison with the Fund’s independent registered public accounting firms;

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8)Monitoring and administration of arrangements with the Fund’s custodian and depository banks; and

9)Maintenance of (but not the payment for) the Fidelity Bond required to be maintained under the Investment Company Act of 1940 (the “1940 Act”) and preparation of the filings required in connection therewith.

4.Services To Be Obtained Independently By The Fund

The following shall be provided at no expense to MSIM hereunder:

A.Organizational expenses;

B.Services of an independent accountant;

C.Services of outside legal counsel (including such counsel’s review of the Fund’s registration statement, proxy materials and other reports and materials prepared by MSIM directly or through third parties under this Agreement);

D.Any services contracted for by the Fund directly from parties other than MSIM;

E.Trading operations and brokerage fees, commissions and transfer taxes connection with the purchase and sale of securities for its investment portfolio;

F.Taxes, insurance premiums and other fees and expenses applicable to it operation;

G.Investment advisory services;

H.Costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the preparation, printing and mailing of any proxy materials;

I.Costs incidental to Directors’ meetings, including fees and expenses of Directors;

J.The salary and expenses of any officer or employee of the Fund;

K.Custodian and depository banks, and all services related thereto;

L.Transfer Agents and Dividend Disbursing Agents, and all services related thereto;

M.Costs incidental to the preparation, printing and distribution of its registration statement and any amendments thereto, and shareholder reports;

N.All registration fees and filing fees required under the securities laws of the United States and state regulatory authorities

O.Fidelity bond and Director’s and Officers’ liability insurance.

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5.Prices, Charges and Instructions

A.The Fund will pay to MSIM, as compensation for the services provided and the related out-of-pocket expenses assumed pursuant to this Agreement, an annual fee, in monthly installments, of .08% of the average weekly net assets of the Fund.  MSIM shall bear the cost of heat, light, power and other utilities provided to the Fund and the cost of out-of-pocket expenses incurred in the ordinary course of providing services under this Agreement, such as telephone, fax, system usage, internal controls assurance (such as a Statement on Auditing Standards (SAS) No. 70 report), envelopes, postage and special delivery mail.  The Fund shall reimburse MSIM for all extraordinary expenses and the expenses of one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of the Fund.

B.At any time MSIM, and third parties providing such services for the benefit of the Fund through arrangements with MSIM may apply to any officer of the Fund or officer of the Fund’s investment adviser for instructions, and may consult with legal counsel for the Fund, or its own outside legal counsel, at the expense of the Fund, with respect to any matter arising in connection with the services to be performed by MSIM or any third party appointed by MSIM under this Agreement and MSIM and such third parties shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in good faith in reliance upon such instructions.  In carrying out its duties hereunder MSIM and such third parties shall be protected and indemnified in acting upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund.

6.Limitation of Liability and Indemnification

A.MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement.  MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

B.The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own negligence or willful misconduct.

C.The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund.  In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense.

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D.No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any lack of good faith, or acts involving negligence, willful misfeasance or reckless disregard of its duties under this Agreement.

7.Confidentiality

MSIM agrees that, except as otherwise required by law or as necessary in accordance with this Agreement, MSIM will keep confidential all records and information in its possession relating to the Fund or its shareholders or shareholder accounts and will not disclose the same to any person except at the request or with the written consent of the Fund.

8.Compliance With Governmental Rules and Regulations

The Fund assumes full responsibility hereunder for complying with all applicable requirements of the Securities Act of 1933, the 1940 Act and the Securities Exchange Act of 1934, all as amended, and any laws, rules and regulations of governmental authorities having jurisdiction, except to the extent that MSIM specifically assumes any such obligations under the terms of this Agreement.

MSIM shall, directly or through third parties, maintain and preserve for the periods prescribed, such records relating to the services to be performed by MSIM under this Agreement as are required pursuant to the 1940 Act and the Securities Exchange Act of 1934.  All such records shall at all times remain the respective properties of the Fund, shall be readily accessible during normal business hours to each, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request.  Records shall be surrendered in usable machine readable form.

9.Status of MSIM

The services of MSIM to the Fund are not to be deemed exclusive, and MSIM shall be free to render similar services to others.  MSIM shall be deemed to be an independent contractor hereunder and shall, unless otherwise expressly provided herein authorized by the Fund from time to time, have no authority to act or represent the Fund in any way or otherwise be deemed an agent of the Fund with respect to this Agreement.

10.Printed Matter Concerning the Fund or MSIM

Neither the Fund nor MSIM shall, with respect to this Agreement, publish and circulate any printed matter which contains any reference to the other party without its prior written approval, excepting such printed matter as refers in accurate terms to MSIM’s appointment under this Agreement and except as required by applicable laws.

11.Term, Amendment and Termination

This Agreement may be modified or amended from time to time by mutual agreement between the parties hereto.  The Agreement shall remain in effect for a period of one year from the date the Fund’s registration statement on file with the SEC becomes effective and shall automatically continue in effect thereafter unless terminated by either party at the end of such period or thereafter on 60 days’ prior written notice.  Upon termination of the Agreement, the Fund shall pay to MSIM such compensation as may be due under the terms hereof as of the date of such termination.

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12.Notices

Any notice or other communication authorized or required by this Agreement to be given to any party mentioned herein shall be sufficiently given if addressed to such party and mailed postage prepaid or delivered to its principal office.

13.Non-Assignability

This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.

14.Successors

This Agreement shall be binding on and shall inure to the benefit of the Fund and MSIM, and their respective successors.

15.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

16.Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the day and year first above written.

ATTEST:	MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
/s/ Emily Bachman	By:	/s/ Ronald E. Robison
Emily Bachman	Ronald E. Robison
	Principal Executive Officer
ATTEST:	MORGAN STANLEY INVESTMENT
	MANAGEMENT INC.
/s/ Emily Bachman	By:	/s/ Owen D. Thomas
Emily Bachman	Owen D. Thomas
	President

PARALEG/AGREEMENT CENTRAL/WORD DOCS MS INSTL CE/EMD ADMIN AGREEMENT 6.20.07

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EX-99.13(B)

Exhibit 99.13(b)

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

MORGAN STANLEY CLOSED END FUNDS

AND

COMPUTERSHARE TRUST COMPANY, N.A.

AND

COMPUTERSHARE SHAREHOLDER SERVICES, INC.

TABLE OF CONTENTS

	Page
Section 1.  Certain Definitions	1
Section 2.  Appointment of Agent	1
2.1  Appointments	1
2.2  Documents	2
2.3  Records	2
2.4  Shares	2
2.5  Customer’s Agent	3
2.6  Certificates	3
Section 3.  Standard Services	3
3.1  Certificate Replacement	3
3.2  Customary Services	3
3.3  Compliance with Laws	3
3.4  Unclaimed Property and Lost Shareholders	3
3.5  Compliance with Office of Foreign Asset Control (“OFAC”) Regulation	4
Section 4.  Dividend Disbursing and Dividend Reinvestment Plan Services	4
4.1  Declaration of Dividends	4
4.2  Stop Payments	4
4.3  Tax Withholding	4
4.4  Dividend Reinvestment	4
Section 5.  Optional Services and Standards	4
5.1  Optional Services	4
5.2  Shareholder Internet Services	5
Section 6.  Fees and Expenses	5
6.1  Fee and Service Schedules	5
6.2  Out-of-Pocket Expenses	5
6.3  Conversion Funds	5
6.4  Invoices	5
6.5  Late Payments	5
6.6  Overtime Charges	6
6.7  Bank Accounts	6
Section 7.  Representations and Warranties of Transfer Agent	6
7.1  Governance	6
7.2  Compliance	6
Section 8.  Computer Services	6

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TABLE OF CONTENTS

(continued)

	Page
8.1  Transfer Agent	6
8.2  Procedures for Access	7
8.3  Proprietary Information	7
8.4  Content	7
8.5  Transactions	8
Section 9.  Representations and Warranties of Customer	8
9.1  Organizations	8
9.2  Governance	8
9.3  Securities Act of 1933	8
Section 10.  Indemnification/Limitation of Liability	8
10.1  Standard of Care	8
10.2  Customer Indemnity	8
10.3  Instructions	9
10.4  Transfer Agent Indemnification/Limitation of Liability	9
10.5  Notice	9
Section 11.  Damages	10
Section 12.  Responsibilities of the Transfer Agent	10
Section 13.  Covenants of the Customer and Transfer Agent	10
13.1  Notification	10
13.2  Records	10
Section 14.  Confidentiality	10
14.1  Covenant	10
14.2  Request for Records	11
Section 15.  Term and Termination	11
15.1  Term	11
15.2  Early Termination	11
15.3  Expiration of Term	11
15.4  Termination	11
15.5  Records	12
15.6  Privacy Act Information Definition	12
Section 16.  Assignment	12
16.1  Consent	12
16.2  Affiliates	12
16.3  Sub-contractors	13

ii

TABLE OF CONTENTS

(continued)

	Page
Section 17.  Unaffiliated Third Parties.	13
Section 18.  Miscellaneous.	13
18.1  Notices	13
18.2  Successors	13
18.3  Amendments	13
18.4  Severability	13
18.5  Governing Law	14
18.6  Force Majeure	14
18.7  Third Party Beneficiaries	14
18.8  Survival	14
18.9  Priorities	14
18.10  Merger of Agreement	14
18.11  Counterparts	14

iii

AGREEMENT made as of the 26th day of September 2006, by and among certain Morgan Stanley Closed End Funds as set forth in Appendix A, as may be amended from time to time to add and delete funds, having their principal office and place of business at Harborside Financial Center, Plaza II, Jersey City, NJ07311 (collectively, the “Customers”, or individually, the “Customer”), and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.(collectively, the “Transfer Agent”).

WHEREAS, the Customer desires to appoint the Transfer Agent as sole transfer agent, registrar and administrator of its dividend reinvestment plan or direct stock purchase plan, and CSS as dividend disbursing agent and processor of all payments received or made by Customer under this Agreement.

WHEREAS, the Trust Company and CSS desire to accept such respective appointments and perform the services related to such appointments;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Section 1.Certain Definitions.

(a)“Account” or “Accounts” shall mean the account of each Shareholder which account shall hold any full or fractional shares of stock held by such Shareholder and/or outstanding funds or tax reporting to be done.

(b)“Agreement” shall mean this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications, which may from time to time be executed.

(c)“Closed Account” shall mean an account with a zero share balance, no outstanding funds or no reportable tax information.

(d)“Share” shall mean Customer’s common stock, par value $0.01 per share and Customer’s preferred stock, par value per share authorized by the Customer’s Articles of Incorporation, and other classes of Customer’s stock to be designated by the Customer in writing and for which the Transfer Agent agrees to service under this Agreement.

(e)“Shareholder” shall mean the holder of record of Shares.

(f)“Shareholder Data” shall mean all Shareholder, Customer and proxy information maintained on the records database of the Transfer Agent.

(g)“Shareholder Internet Services” shall have the meaning set forth in Section 5.2.

(h)“Dividend Reinvestment Plan” and “Direct Stock Purchase Plan” shall mean the services as set forth in Section 4 and in the Fee and Service Schedule.

Section 2.Appointment of Agent.

2.1Appointments.  The Customer hereby appoints the Transfer Agent to act as sole transfer agent and registrar for all Shares in accordance with the terms and conditions hereof and as administrator of Plans and appoints CSS as dividend disbursing agent and processor of all payments received or made by or on behalf of the Customer under this Agreement, and the Transfer Agent and CSS accept the

appointments.  Customer has provided or shall provide Transfer Agent with certified copies of resolutions dated the date hereof appointing the Trust Company as Transfer Agent.

2.2Documents.  In connection with the appointing of Transfer Agent as the transfer agent and registrar for the Customer, the Customer has provided or will provide the attached appointment documents to the Transfer Agent, and Customer corporate authority documents.

(a)Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission for initial public offerings;

(b)Specimens of all forms of outstanding stock certificates, in forms approved by the Board of Directors of the Customer, with a certificate of the Secretary of the Customer as to such approval;

(c)Specimens of the Signatures of the officers of the Customer authorized to sign stock certificates and individuals authorized to sign written instructions and requests; and

(d)An opinion of counsel for the Customer addressed to both the Trust Company and CSS with respect to:

(i)The Customer’s organization and existence under the laws of its state of organization;

(ii)The status of all Shares of the Customer covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute; and

(iii)That all issued Shares are, and all unissued Shares will be, when issued, validly issued, fully paid and non-assessable.

(e)A copy of the Articles of Incorporation and By-Laws of the Customer;

(f)Copies of all material amendments to its Articles of Incorporation or By-Laws made after the date of this Agreement, promptly after such amendments are made; and

(g)A certificate of the Customer as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options.

2.3Records.  Transfer Agent may adopt as part of its records all lists of holders, records of Customer’s stock, books, documents and records which have been employed by any former agent of Customer for the maintenance of the ledgers for such shares, provided such ledger is certified by an officer of Customer or the prior transfer agent to be true, authentic and complete.  The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable.  The Transfer Agent agrees that all such records prepared or maintained by it relating to the services performed hereunder are the property of the Customer and will be preserved, maintained and made available in accordance with the requirements of law, and will be surrendered promptly to the Customer on and in accordance with its request.

2.4Shares.  Customer shall, if applicable, inform Transfer Agent as to (i) the existence or termination of any restrictions on the transfer of Shares and in the application to or removal from any certificate of stock of any legend restricting the transfer of such Shares or the substitution for such certificate of a certificate without such legend, (ii) any authorized but unissued Shares reserved for

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specific purposes, (iii) any outstanding Shares which are exchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option and the details of such reservation and (v) special instructions regarding dividends and information of foreign holders.

2.5Customer’s Agent.  Transfer Agent represents that it is engaged in an independent business and will perform its obligations under this Agreement as an agent of Customer.

2.6Certificates.  Customer shall deliver to Transfer Agent an appropriate supply of stock certificates, which certificates shall provide a signature panel for use by an officer of or authorized signor for Transfer Agent to sign as transfer agent and registrar, and which shall state that such certificates are only valid after being countersigned and registered.

Section 3.Standard Services.

3.1Certificate Replacement.  The Transfer Agent will perform the following services:

(a)issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account;

(b)effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation;

(c)act as agent for Shareholders pursuant to the Dividend Reinvestment Plan and other investment programs as amended from time to time in accordance with the terms of the agreements relating thereto to which the Transfer Agent is or will be a party; and

(d)The Transfer Agent will issue replacement certificates for those certificates alleged to have been lost stolen or destroyed upon receipt by the Transfer Agent of an open penalty surety bond satisfactory to it and holding it and the Customer harmless, absent notice to the Customer and the Transfer Agent that such certificates have been acquired by a bona fide purchaser.  The Transfer Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity.  Further, the Transfer Agent may at its sole option accept indemnification from a Customer to issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond.

3.2Customary Services.  The Transfer Agent shall perform all the customary services of a transfer agent, dividend disbursing agent, agent of dividend reinvestment plan, cash purchase plan and other investment programs as described in Section 3.1 consistent with those requirements in effect as of the date of this Agreement and in compliance with applicable laws as set forth in Section 3.3; provided, however, the Transfer Agent shall not be required to take shareholder telephone calls or respond to written shareholder inquiries.  All such shareholder inquiries in writing or by telephone shall be handled by Customer.  Any correspondence or telephone inquiries from shareholders received by the Transfer Agent will be forwarded to Customers.  The detailed services and definition, frequency, limitations and associated costs (if any) are set out in the attached fee and service schedule (“Fee and Service Schedule”).

3.3Compliance with Laws.  The Trust Company and CSS are obligated to and agree to comply with all applicable federal, state and local laws and regulations, codes, order and government rules in the performance of their duties under this Agreement.

3.4Unclaimed Property and Lost Shareholders.  The Transfer Agent shall report unclaimed property to each state in compliance with state law and Section 17Ad-17 of the Exchange Act of 1934 as

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amended (the “Exchange Act”) for lost shareholders.  If the Customers are not in compliance with applicable state laws, there will be no charge for the first two years for this service; provided that after the first two years, the Transfer Agent will charge Customers its then standard fee plus any out-of-pocket expenses.

3.5Compliance with Office of Foreign Asset Control (“OFAC”) Regulation.  The Transfer Agent shall ensure compliance with OFAC laws.

Section 4.Dividend Disbursing and Dividend Reinvestment Plan Services.

4.1Declaration of Dividends.  Upon receipt of a written notice from the President, any Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of Customer declaring the payment of a dividend, CSS shall disburse such dividend payments provided that in advance of such payment, Customer furnishes CSS with sufficient funds.  The payment of such funds to CSS for the purpose of being available for the payment of dividend checks from time to time is not intended by Customer to confer any rights in such funds on Customer’s Shareholders whether in trust or in contract or otherwise.

4.2Stop Payments.  Customer hereby authorizes CSS to stop payment of checks issued in payment of dividends, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and CSS shall issue and deliver duplicate checks in replacement thereof, and Customer shall indemnify Transfer Agent against any loss or damage resulting from reissuance of the checks.

4.3Tax Withholding.  CSS is hereby authorized to deduct from all dividends declared by Customer and disbursed by CSS, as dividend disbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith.

4.4Dividend Reinvestment.  Receive all payments made to the Customer or the Transfer Agent under the Dividend Reinvestment Plan and make all payments required to be made under such plans, including all payments required to be made to the Customer.

Section 5.Optional Services and Standards.

5.1Optional Services.  To the extent that a Customer elects to engage the Transfer Agent to provide the services listed below the Customers shall engage the transfer Agent to provide such services upon terms and fees to be agreed upon by the parties:

(a)Employee Plan Services;

(b)Employee Stock Purchase Plan Programs; and

(c)Corporate actions (including inter alia, odd lot buy backs, exchanges, mergers, redemptions, subscriptions, capital reorganization, coordination of post-merger services and special meetings.

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In the event that the Customer Vendor provides the above services, the Customer shall pay the Transfer Agent its standard fees and expenses charged by the Transfer Agent for services rendered to support the above services rendered by the Customer Vendor for the benefit of the Customer.

5.2Shareholder Internet Services.  The Transfer Agent shall provide internet access to Customer’s Shareholders through Transfer Agent’s web site,Computershare.com (“Shareholder Internet Services”), pursuant to its established procedures (“Security Procedures”) and fees, to allow Shareholders to view their account information and perform certain on-line transaction request capabilities.  The Shareholder Internet Services are provided “as is,” on an “as available” basis, and Transfer Agent hereby specifically disclaims any and all representations or warranties, express or implied, regarding such services provided by Transfer Agent hereunder, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

Section 6.Fees and Expenses.

6.1Fee and Service Schedules.  Customer agrees to pay Transfer Agent the fees for Services performed pursuant to this Agreement as set forth in the Fee and Service Schedule attached hereto, for the initial term of the Agreement (the “Initial Term”).  Sixty (60) days before the expiration of the Initial Term or a Renewal Term, the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term.  If no new fee schedule is agreed upon, the fees will increase as set forth in the Term Section of the Fee and Service Schedule.

6.2Out-of-Pocket Expenses.  In addition to the fees paid under Section 6.1 above, the Customer agrees to reimburse the Transfer Agent for out-of-pocket expenses, including but not limited to postage, Transfer Agent administrative costs, forms, telephone, microfilm, microfiche, taxes, records storage, exchange and broker fees, or advances incurred by the Transfer Agent for the items setout in the Fee and Service Schedule attached hereto.  In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Customer, will be reimbursed by the Customer.

6.3Conversion Funds.  Conversion funding required by any out of proof condition caused by a prior agents’ services shall be advanced to Transfer Agent prior to the commencement of services.

6.4Invoices.  The Customer agrees to pay all fees and reimbursable expenses within 30 days of the date of the respective billing notice, except for any fees or expenses that are subject to good faith dispute.  In the event of such a dispute, the Customer may only withhold that portion of the fee or expense subject to the good faith dispute.  The Customer shall settle such disputed amounts within five (5) business days of the day on which the parties agree on the amount to be paid by payment of the agreed amount.  If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

6.5Late Payments.

(a)If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid within 30 days after receipt of such invoice, the Customer shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic Transfer Agent) published by the New York edition of The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by Customer on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof,

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such interest rate shall be no greater than the greater/lesser rate permitted under applicable provisions of New Jersey law.

(b)The failure by Customer to pay an invoice within 90 days after receipt of such invoice or the failure by the Customer to timely pay two consecutive invoices shall constitute a material breach pursuant to Section 15.3(a) below.  The Transfer Agent may terminate this Agreement for such material breach immediately and shall not be obligated to provide the Customer with 30 days to cure such breach.

6.6Overtime Charges.  Overtime charges will be assessed in the event of a late delivery to the Transfer Agent of Customer material for mailings to Shareholders, unless the mail date is rescheduled. Such material includes, but is not limited to, proxy statements, quarterly and annual reports and news releases.

6.7Bank Accounts.  The Customer acknowledges that the bank accounts maintained by CSS in connection with the Services will be in its name and that CSS may receive investment earnings in connection with the investment at CSS’s risk and for its benefit of funds held in those accounts from time to time.

Section 7.Representations and Warranties of Transfer Agent.

7.1Governance.  The Trust Company is a federally chartered limited purpose national bank duly organized under the laws of the United States and CSS is a corporation validly existing and in good standing under the laws of the State of Delaware and each has full corporate power, authority and legal right to execute, deliver and perform this Agreement.  The execution, delivery and performance of this Agreement by Transfer Agent has been duly authorized by all necessary corporate action and constitutes the legal valid and binding obligation of Transfer Agent enforceable against Transfer Agent in accordance with its terms.

7.2Compliance.  The execution, delivery and performance of the Agreement by Transfer Agent will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other party to, (i) any existing law, ordinance, or governmental rule or regulation to which Transfer Agent is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Transfer Agent, (iii) the incorporation documents or by-laws of, or any material agreement to which Transfer Agent is a party.

7.3It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

7.4It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

7.5It will comply with all applicable sections of the Exchange Act necessary to enter into and perform this Agreement.

7.6It has and will continue to have a commercially reasonable disaster recovery plan.

Section 8.Computer Services.

8.1Transfer Agent.  Has developed a data access service that enables the Customer to access the Customer’s Shareholder records maintained on the Transfer Agent’s computer system through the

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Internet or remote access, as the case maybe (the “Data Access Service”).  The Customer wishes to use such Data Access Service subject to the terms and conditions set forth herein.

8.2Procedures for Access.  Access is accomplished by entering a unique Customer identification (“Customer ID(s)”) and passwords (“Password(s)”)assigned to the Customer by Transfer Agent.  Each Customer ID and Password assigned to the Customer is for use only by the Customer.  The Customer shall establish and maintain reasonable security and control over each Customer ID.  After Transfer Agent assigns the Customer a Password, the Customer shall change the Password.  The Password is within the Customer’s exclusive control after the necessary change.  Customer agrees to notify Transfer Agent immediately if any employee of Customer granted access to the Data Access Service leaves the employ of the Customer, in order to enable Transfer Agent to terminate such employee’s access.

8.3Proprietary Information.  The Customer acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customer by Transfer Agent as part of the Data Access Service to access Shareholder Data maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party.  In no event shall Proprietary Information be deemed Shareholder Data.  The Customer agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder.  Without limiting the foregoing, the Customer agrees for itself and its employees and agents:

(a)to refrain from copying or duplicating in any way the Proprietary Information, other than to print out pages reflecting Shareholder Data to provide to Shareholders or for Customer’s internal use;

(b)to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with Transfer Agent’s instructions;

(c)to refrain from causing or allowing the Proprietary Information from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;

(d)that the Customer shall have access only to those authorized transactions agreed upon by the parties; and

(e)to honor all reasonable written requests made by Transfer Agent to protect at Transfer Agent’s expense the rights of Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.

8.4Content.  If the Customer notifies the Transfer Agent that any part of the Data Access Service does not operate in material compliance with the user documentation provided by the Transfer Agent for such service, the Transfer Agent shall endeavor in a timely manner to correct such failure.  Organizations from which the Transfer Agent may obtain certain data included in the services are solely responsible for the contents of such data and the Customer agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof.

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8.5Transactions.  If the transactions available to the Customer include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of Shares or direct CSS to transfer cash or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 8.

Section 9.Representations and Warranties of Customer.

The Customer represents and warrants to the Transfer Agent that:

9.1Organizations.  It is a corporation duly organized and existing and in good standing under the laws of Maryland;

9.2Governance.  It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.  All corporate proceedings required by said Articles of Incorporation, By-Laws and applicable law have been taken to authorize it to enter into and perform this Agreement; and

9.3Securities Act of 1933.  A registration statement under the Securities Act of 1933, as amended (the “1933 Act”) has been filed and is currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Shares of the Customer being offered for sale except for any Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws; information to the contrary will result in immediate notification to the Transfer Agent.

Section 10.Indemnification/Limitation of Liability.

10.1Standard of Care.  The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable time limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith or willful misconduct or that of its employees as set forth and subject to the limitations set forth in Section 10.4 below.

10.2Customer Indemnity.  The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to:

(a)all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without negligence or willful misconduct;

(b)the Customer’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Customer hereunder;

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(c)the reliance or use by the Transfer Agent or its agents or subcontractors of information, records and documents which have been prepared and/or maintained by the Customer or any other person or firm on behalf of the Customer.  Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar;

(d)the reliance or use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders or electronic instruction from Shareholders submitted through the Shareholder Internet Services or other electronic means pursuant to security procedures established by the Transfer Agent; and

(e)the negotiations and processing of all checks, including checks made payable to prospective or existing shareholders which are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”).

10.3Instructions.  At any time the Transfer Agent may apply to any officer of the Customer for instruction, and may consult with legal counsel for the Transfer Agent or the Customer with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by the Customer for any action taken or omitted by it in reliance upon such instructions or upon the advice or opinion of such counsel.  The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or similar means authorized by the Customer, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Customer.  The Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Customer, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

10.4Transfer Agent Indemnification/Limitation of Liability.  Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed $1,000,000.00 (one million dollars).

10.5Notice.  In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim.  The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party.  The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify it except with the indemnifying party’s prior written consent.

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Section 11.Damages.

No party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

Section 12.Responsibilities of the Transfer Agent.

12.1The Customer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

12.2No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

Section 13.Covenants of the Customer and Transfer Agent.

13.1Notification.  Customer shall notify Transfer Agent as soon as possible in advance of any stock split, stock dividend or similar event which may affect the Shares, and any bankruptcy, insolvency, moratorium or other proceeding regarding Customer affecting the enforcement of creditors’ rights. Notwithstanding any other provision of the Agreement to the contrary, Transfer Agent will have no obligation to perform any Services under the Agreement subsequent to the commencement of any bankruptcy, insolvency, moratorium or other proceeding regarding Customer affecting the enforcement of creditor’ rights unless Transfer Agent receives assurance satisfactory to it that it will receive full payment for such services.

13.2Records.  The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable.  The Transfer Agent agrees that all such records prepared or maintained by it relating to the services performed hereunder are the property of the Customers and will be preserved, maintained and made available in accordance with the requirements of law, and will be surrendered promptly to the Customers on and in accordance with its request, to the extent such surrender does not conflict with, or is not prohibited by, applicable laws.

Section 14.Confidentiality.

14.1Covenant.  The Transfer Agent and the Customer agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers’ lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Customer, used or gained by the Transfer Agent or the Customer during performance under this Agreement.  The Customer and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term oft his Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their successors and assigns.  The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or agent for purposes of providing services under this Agreement.

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14.2Request for Records.  In the event that any requests or demands are made for the inspection of the Shareholder records of the Customer, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (e.g., in divorce and criminal actions), the Transfer Agent will endeavor to notify the Customer and to secure instructions from an authorized officer of the Customer as to such inspection.  The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required bylaw or court order.

Section 15.Term and Termination.

15.1Term.  The Initial Term of this Agreement shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this Section 15.  Unless a terminating party gives written notice to the other party sixty (60) days before the expiration of the Initial Term this Agreement will renew automatically from year to year (“Renewal Term”).  If, after the Initial Term, any party to this Agreement may terminate this Agreement by providing notice to the other parties 60 days prior to the anticipated termination date.  Sixty (60) days prior to the Initial Term or a Renewal Term, the parties to this Agreement will mutually agree upon a Fee Schedule for the upcoming Renewal Term.

15.2Early Termination.  Notwithstanding anything contained in this Agreement to the contrary, should Customer desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice period, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that the Transfer Agent will be able to facilitate a conversion of services on such prior date.  In connection with the foregoing, should services be converted to a successor service provider, or if the Customer is liquidated or its assets merged or purchased or the like with another entity which does not utilize the services of the Transfer Agent, the fees payable to the Transfer Agent shall be calculated as if the services had remained with the Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at existing rates on the date notice of termination was given to the Transfer Agent, and the payment of fees to the Transfer Agent as set forth herein shall be accelerated to the date prior to the conversion or termination of services.  Section 15.2 shall not apply if the Transfer Agent is terminated for cause under Section 15.4(a) of this Agreement.  Once this Agreement is terminated, any and all other services provided by Transfer Agent for the Customer will be deemed terminated on said date.

15.3Expiration of Term.  After the expiration of the Initial Term or Renewal Term whichever currently is in effect, should either party exercise its right to terminate, all reasonable out-of-pocket expenses associated with the movement of records and material will be borne by the Customer. Additionally, the Transfer Agent will charge a de-conversion/transition fee in an amount equal to 10% of the aggregate fees incurred by Customer during the immediately preceding twelve (12) month period, provided, however, such fee shall in no event be less than one thousand ($1,000.00) dollars.

15.4Termination.

This Agreement may be terminated in accordance with the following:

(a)At any time by any party upon a material breach of a representation, covenant or term of this Agreement by any other unaffiliated party which is not cured within a period not to exceed thirty (30) days after the date of written notice thereof by one of the other parties; and

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(b)By Transfer Agent, at any time, in the event that during the term of this Agreement, a bankruptcy or insolvency proceeding is filed by or against Customer or a trustee or receiver is appointed for any substantial part of Customer’s property (and in a case of involuntary bankruptcy, insolvency or receivership proceeding, there is entered an order for relief, or order appointing a receiver or some similar order or decree and Customer does not succeed in having such order lifted or stayed within sixty (60) days from the date of its entry), or Customer makes an assignment of all or substantially all of its property for the benefit of creditors or ceases to conduct its operations in the normal course or business.

15.5Records.  Upon receipt of written notice of termination, the parties will use commercially practicable efforts to effect an orderly termination of this Agreement. Without limiting the foregoing, Transfer Agent will deliver promptly to Customers, in machine readable form on media as reasonably requested by Customers, all stockholder and other records, files and data supplied to or compiled by Transfer Agent on behalf of Customers.

15.6Privacy Act Information Definition.

(a)Definition.  Transfer Agent may receive information from Customer or may come into possession of information that Customer is required to protect under Title V of the Graham-Leach-Bliley Act of 1999 (“Privacy Act”) in connection with providing services to Customer under this Agreement. For purposes of this Agreement, “Privacy Act Information” shall mean the following types of information and other information of a similar nature (whether or not reduced to writing):  Shareholder Information, non public personal information including” personally identifiable financial information” whether provided directly by the Shareholder in connection with obtaining a service or obtained from other sources, Shareholder financial information, Shareholder names and other information related to Shareholders.

(b)Ownership.  All notes, data, reference, materials, memoranda, documentation and records, in any way incorporating or reflecting any of the Privacy Act Information shall belong exclusively at all times to Customer. Transfer Agent agrees to turn over shareholder records to Customer upon request or upon termination of this Agreement, subject to applicable law.

(c)Confidentiality.  Transfer Agent agrees during the term of this Agreement and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Privacy Act Information to any person or entity, or utilize any of the Privacy Act Information for any purpose, except in connection with providing services hereunder or as required by law; provided, however, Transfer Agent may disclose such Privacy Act Information to its third-party vendors for purposes of performing services for Customer provided such third party vendors are contractually bound to keep such information confidential.

Section 16.Assignment.

16.1Consent.  Except as otherwise provided in Section 16.2 below, neither this Agreement nor any rights or obligations hereunder may be assigned or delegated by either party without the written consent of the other.

16.2Affiliates.  The Transfer Agent may, without further consent of the Customer assign its rights and obligations hereunto to any affiliated transfer agent registered under Section 17A(c)(2) of the Exchange Act.  The Transfer Agent may not assign its rights or obligations to unaffiliated third parties without the written consent of the Customer.

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16.3Sub-contractors.  Transfer Agent may, without further consent on the part of Customer, subcontract with other subcontractors for telephone and mailing services as may be required from time to time; provided, however, that the Transfer Agent shall be as fully responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions.

Section 17.Unaffiliated Third Parties.

Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

Section 18.Miscellaneous.

18.1Notices.  Any notice or communication by the Transfer Agent or the Customer to the other is duly given if in writing and delivered in person or mailed by first class mail, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

If to the Customer:

Morgan Stanley Trust
Harborside Financial Center
Plaza II
Jersey City, NJ 07311
Telecopy No.:  (781) 575-4210
Attn:  General Counsel

If to the Transfer Agent:

Computershare Trust Company, N.A.
c/o Computershare Shareholder Services, Inc.
250 Royall Street
Canton, MA 02021
Telecopy No.:  (781) 575-4210
Attn:  General Counsel

18.2Successors.  All the covenants and provisions of this agreement by or for the benefit of the Customer or the Transfer Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

18.3Amendments.  This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized or approved by a resolution of the Board of Directors of the Customer.

18.4Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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18.5Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to its conflicts of law provisions.

18.6Force Majeure.  Notwithstanding anything to the contrary contained herein, Transfer Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

18.7Third Party Beneficiaries.  The provisions of this Agreement are intended to benefit only the Transfer Agent, the Customer and their respective permitted successors and assigns.  No rights shall be granted to any other person by virtue of this agreement, and there are no third party beneficiaries hereof.

18.8Survival.  All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets shall survive the termination of this Agreement.

18.9Priorities.  In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

18.10Merger of Agreement.  This agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

18.11Counterparts.  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

14

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by one of its officers thereunto duly authorized, all as of the date first written above.

Morgan Stanley Closed End Funds Set Forth In
Appendix A (“Morgan Stanley Closed-End Funds”)

BY:	/s/ James Garrett
	Name: James Garrett
	Title: Treasurer and Chief Financial Officer
	of each of the Morgan Stanley Closed-End
	Funds

Computershare Shareholder Services, Inc.
Computershare Trust Company, N.A. On Behalf Of
Both Entities

BY:	/s/ Darlene M. Diodato
	Name: Darlene M. Diodato
	Title: Senior Managing Director

APPENDIX A

Morgan Stanley China A Share Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley Frontier Emerging Markets Fund, Inc.

A-1

EX-99.13(C)

Exhibit 99.13(c)

AMENDMENT NO. 1 TO

TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment No. 1 (“Amendment”), effective as of April 24, 2009 (“Effective Date”), is to the Transfer Agency and Service Agreement dated as of September 26, 2006 (“Agreement”), by and between certain Morgan Stanley Closed End Funds as set forth in Appendix A of the Agreement (collectively, “Customers” or individually, “Customer”), and Computershare Inc. (f/k/a Computershare Shareholder Services, Inc.), and its fully-owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”).

WHEREAS, the Customers and Transfer Agent are parties to the Agreement;

WHEREAS, the Customers and Transfer Agent now desire to amend the Agreement;

NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows:

1.Amendment of Introductory Section.  The Introductory Section of the Agreement is hereby amended by deleting “Harborside Financial Center, Plaza II, Jersey City, NJ  07311” in its entirety and replacing it with “522 Fifth Avenue, New York, NY  10036”.

2.Amendment of Section 18.  Section 18 of the Agreement is hereby amended by deleting the “If to Customer” notice address in its entirety and replacing it with the following:

Morgan Stanley Trust

522 Fifth Avenue

New York, NY  10036

Attn: General Counsel

3.Amendment of Name.  The Agreement is hereby amended by deleting each reference to “Computershare Shareholder Services, Inc.” and replacing each such reference with “Computershare Inc.”

4.Amendment of Appendix A.  Appendix A to the Agreement is hereby deleted in its entirety and replaced with the new Appendix A attached hereto.

5.Effect on Agreement.  Except as otherwise amended, all other terms of the Agreement shall remain in full force and effect.

6.Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

IN WITNESS WHEREOF each of the parties hereto has caused this Amendment to be executed by one of its officers thereunto duly authorized, all as of the Effective Date.

Computershare Inc. and		Morgan Stanley Closed End Funds set forth in Appendix A
Computershare Trust Company, N. A.
On Behalf of Both Entities:
By:	/s/ Dennis V. Moccia	By:	/s/ James Garrett
Name:	Dennis V. Moccia	Name:	James Garrett
Title:	Managing Director	Title:	Treasurer and Chief Financial Officer of
		each of the Morgan Stanley Closed-End Funds

Appendix A

As amended April 24, 2009

Morgan Stanley Asia-Pacific Fund, Inc.

Morgan Stanley California Insured Municipal Income Trust

Morgan Stanley California Quality Municipal Securities

Morgan Stanley China “A” Share Fund, Inc.

Morgan Stanley Eastern Europe Fund, Inc.

Morgan Stanley Emerging Markets Debt Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley Emerging Markets Fund, Inc.

Morgan Stanley Frontier Emerging Markets Fund, Inc.

Morgan Stanley Global Opportunity Bond Fund, Inc.

Morgan Stanley High Yield Fund, Inc.

Morgan Stanley Income Securities Inc.

Morgan Stanley India Investment Fund, Inc.

Morgan Stanley Insured California Municipal Securities

Morgan Stanley Insured Municipal Bond Trust

Morgan Stanley Insured Municipal Income Trust

Morgan Stanley Insured Municipal Securities

Morgan Stanley Insured Municipal Trust

Morgan Stanley Municipal Income Opportunities Trust

Morgan Stanley Municipal Income Opportunities Trust II

Morgan Stanley Municipal Income Opportunities Trust III

Morgan Stanley Municipal Premium Income Trust

Morgan Stanley New York Quality Municipal Securities

Morgan Stanley Quality Municipal Income Trust

Morgan Stanley Quality Municipal Investment Trust

Morgan Stanley Quality Municipal Securities

The Latin American Discovery Fund, Inc.

The Malaysia Fund, Inc.

The Thai Fund, Inc.

The Turkish Investment Fund, Inc.

Approved by:

By:	/s/ James Garrett
Names: James Garrett
Titles: Treasurer and Chief Financial Officer of each of the Closed-End Funds

EX-99.16

Exhibit 99.16

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Manuel H. Johnson, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated:     June 19, 2009

/s/ Manuel H. Johnson

Manuel H. Johnson

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that W. Allen Reed, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated:     June 19, 2009

/s/ W. Allen Reed

W. Allen Reed

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Michael E. Nugent, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendments No. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated:     June 19, 2009

/s/ Michael E. Nugent

Michael E. Nugent

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Michael Bozic, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc.and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated:  June 19, 2009

/s/ Michael Bozic

Michael Bozic

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Joseph J. Kearns, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated: June 19, 2009

/s/ Joseph J. Kearns

Joseph J. Kearns

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Fergus Reid, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris, and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated: June 19, 2009

/s/ Fergus Reid

Fergus Reid

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that James F. Higgins, whose signature appears below, constitutes and appoints Randy Takian, Stefanie V. Chang Yu and Mary E. Mullin, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Dated: June 19, 2009

/s/ James F. Higgins

James F. Higgins

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Kathleen A. Dennis, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris, and Mark Parise, or any of them, her true and lawful attorneys-in-fact and agents, with full power of substitution among herself and each of the persons appointed herein, for her and in her name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof .

Dated: June 19, 2009

/s/ Kathleen A. Dennis

Kathleen A. Dennis

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Michael F. Klein, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris, and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated: June 19, 2009

/s/  Michael F. Klein

Michael F. Klein

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Frank L. Bowman, whose signature appears below, constitutes and appoints Carl Frischling, Susan Penry-Williams, Jay Baris, and Mark Parise, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him and in his name, place and stead, in any and all capacities, to sign the Initial Registration Statement on Form N-14 and Pre-Effective Amendment Nos. 1 and 2 to Form N-14 to Morgan Stanley Emerging Markets Debt Fund, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Dated: June 19, 2009

/s/ Frank L. Bowman

Frank L. Bowman

COVER

[CLIFFORD CHANCE US LLP LETTERHEAD]

July 17, 2009

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:Morgan Stanley Emerging Markets Debt Fund, Inc. (the “Fund”)

Registration Statement Under the Securities Act of 1933

Dear Sir or Madam:

On behalf of the above-referenced Fund and pursuant to Rules 101 and 102 of Regulation S-T, enclosed herewith for filing via EDGAR under the Securities Act of 1933, as amended, is the Fund’s registration statement on Form N-14 8C (the “Registration Statement on Form N-14 8C”).  The Registration Statement on Form N-14 8C includes a preliminary proxy statement for the Special Meeting of Stockholders of Morgan Stanley Global Opportunity Bond Fund, Inc. (“Global Opportunity Bond”), a closed-end management investment company, to be held on or about November 18, 2009.

The Registration Statement on Form N-14 8C relates to the proposed combination of substantially all of the assets of Global Opportunity Bond with those of the Fund, whereby stockholders of Global Opportunity Bond will become stockholders of the Fund, receiving shares of common stock of the Fund equal to the value of their holding in Global Opportunity Bond on the date of such transaction pursuant to an Agreement and Plan of Reorganization, dated June 19, 2009.

We understand that we may expect comments on this filing in approximately 20-25 days.  Subsequent to the receipt of comments, we will file a pre-effective amendment to this filing to include a definitive proxy statement together with the Annual Report of the Fund for the fiscal year ended December 31, 2008, all consents and opinions, the form of proxy, and any other required information.

Should you have any questions regarding this Registration Statement on Form N-14 8C or the foregoing matters, please do not hesitate to contact Richard Horowitz at (212) 878-8110 or Allison M. Harlow at (212) 878-4988.

Very truly yours,

/s/ Richard Horowitz

Richard Horowitz