-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CwCKBnjvtfvsAuweK/tVppItzqQuAsV+6qIk33ShwDft+D73DbiMNgOWkvn/IWbA zKrnT0lXd+2+gbD8sqIfpw== 0000950123-95-001589.txt : 19950601 0000950123-95-001589.hdr.sgml : 19950601 ACCESSION NUMBER: 0000950123-95-001589 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950626 FILED AS OF DATE: 19950530 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY ASIA PACIFIC FUND INC CENTRAL INDEX KEY: 0000919808 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08388 FILM NUMBER: 95543465 BUSINESS ADDRESS: STREET 1: 73 TREMONT STREET 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6175578790 MAIL ADDRESS: STREET 1: MORGAN STANLEY ASIA PACIFIC FUND STREET 2: 73 TREMONT STREET 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY ASIA INVESTMENT FUND INC DATE OF NAME CHANGE: 19940316 DEF 14A 1 DEFINITVE PROXY MATERIALS 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec.240.14a-12
Morgan Stanley Asia-Pacific Fund, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 MORGAN STANLEY ASIA-PACIFIC FUND, INC. C/O MORGAN STANLEY ASSET MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 --------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS --------------------- To Our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of Morgan Stanley Asia-Pacific Fund, Inc. (the "Fund") will be held on Monday, June 26, 1995, at 9:00 A.M. (New York time), in Conference Room 2 at 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020, for the following purposes: 1. To elect three Class I Directors for a term of one year, three Class II Directors for a term of two years and three Class III Directors for a term of three years. 2. To ratify or reject the selection by the Board of Directors of Price Waterhouse LLP as independent accountants of the Fund for the fiscal year ending December 31, 1995. 3. To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. Only stockholders of record at the close of business on April 3, 1995 are entitled to notice of, and to vote at, this Meeting or any adjournment thereof. VALERIE Y. LEWIS Secretary Dated: May 30, 1995 IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. 3 MORGAN STANLEY ASIA-PACIFIC FUND, INC. C/O MORGAN STANLEY ASSET MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 ------------------------------- PROXY STATEMENT ------------------------------- This statement is furnished by the Board of Directors of Morgan Stanley Asia-Pacific Fund, Inc. (the "Fund") in connection with the solicitation of Proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held on Monday, June 26, 1995, at 9:00 A.M. (New York time), in Conference Room 2 at the principal executive office of Morgan Stanley Asset Management Inc. (hereinafter "MSAM" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020. The purpose of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to stockholders on or about May 30, 1995. If the accompanying form of Proxy is executed properly and returned, shares represented by it will be voted at the Meeting in accordance with the instructions on the Proxy. A Proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Fund or by attendance at the Meeting. If no instructions are specified, shares will be voted for the election of Directors and for the other proposals. Abstentions and broker non-votes are each included in the determination of the number of shares present and voting at the Meeting. The close of business on April 3, 1995 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. On that date, the Fund had 53,654,508 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote at the Meeting. The expense of solicitation will be borne by the Fund and will include reimbursement to brokerage firms and others for expenses in forwarding proxy solicitation materials to beneficial owners. The solicitation of Proxies will be largely by mail, but may include, without cost to the Fund, telephonic, telegraphic or oral communications by regular employees of the Manager. The solicitation of Proxies is also expected to include communications by employees of Shareholder Communications Corporation, a proxy solicitation firm expected to be engaged by the Fund at a cost not expected to exceed $5,000 plus expenses. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT. REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MORGAN STANLEY ASIA-PACIFIC FUND, INC., C/O MUTUAL FUNDS SERVICE COMPANY, P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726. Mutual Funds Service Company is an affiliate of the Fund's administrator, United States Trust Company of New York, and provides administrative services to the Fund. United States Trust Company of New York's business address is 770 Broadway, New York, New York 10003. Mutual Funds Service Company's business address is 73 Tremont Street, Boston, Massachusetts 02108. The Board recommends that the stockholders vote in favor of each of the matters mentioned in Items 1 and 2 of the Notice of Annual Meeting. 4 ELECTION OF DIRECTORS (PROPOSAL NO. 1) At the Meeting, it is proposed that three Class I Directors be elected to hold office for a term of one year, three Class II Directors be elected to hold office for a term of two years and three Class III Directors be elected to hold office for a term of three years and, in each case, until their successors are duly elected and qualified. It is the intention of the persons named in the accompanying form of Proxy to vote, on behalf of the stockholders, for the election of Peter J. Chase, David B. Gill and Warren J. Olsen as Class I Directors, John W. Croghan, Graham E. Jones and Frederick B. Whittemore as Class II Directors and Barton M. Biggs, John A. Levin and William G. Morton, Jr. as Class III Directors. The Board of Directors has unanimously approved increasing the number of Directors from six to nine effective as of the commencement of the Meeting and is recommending that stockholders vote for the election of each of the nominees for Directors. On or about the same date as the Meeting, each of the other closed-end, U.S. registered investment companies advised by MSAM (except Morgan Stanley India Investment Fund, Inc.) also is holding a meeting of stockholders at which, among other things, such stockholders are considering a proposal to elect as directors of such other investment companies (with certain limited exceptions) the same people nominated to be Directors of the Fund. Accordingly, if elected, all of the nominees for Directors of the Fund also will act as directors of The Brazilian Investment Fund, Inc., The Latin American Discovery Fund, Inc., The Malaysia Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley Emerging Markets Debt Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan Stanley Global Opportunity Bond Fund, Inc., The Morgan Stanley High Yield Fund, Inc., The Pakistan Investment Fund, Inc., The Thai Fund, Inc. and The Turkish Investment Fund, Inc. (collectively, with the Fund, the "MSAM closed-end funds"). The Board believes that this arrangement will enhance the ability of the Directors to deal expeditiously with administrative matters common to the MSAM closed-end funds, such as evaluating the performance of common service providers, including MSAM and the administrators, transfer agents, custodians and accountants of the MSAM closed-end funds. In connection with the proposed new board arrangements, the Board of Directors has determined that it would be appropriate to reduce the level of fees payable by the Fund to its Directors. The Fund currently pays each of its Directors who is not a director, officer or employee of MSAM or its affiliates an annual fee of $10,000 plus $1,000 for each meeting of the Board of Directors or a committee of the Board attended, plus certain out-of-pocket expenses. The Fund also pays the Audit Committee Chairman an additional fee of $1,000 per annum plus an additional $100 for each meeting of the Audit Committee attended. Aggregate fees and expenses paid or payable to the Board of Directors for the fiscal year ended December 31, 1994 were $38,000. Effective immediately following the Meeting, each of the Directors of the Fund who is not a director, officer or employee of MSAM or its affiliates will receive from the Fund an annual fee of $9,000 per year, plus out-of-pocket expenses. Each of the members of the Fund's Audit Committee, which will consist of the Fund's Directors who are not "interested persons" of the Fund as defined in the Investment Company Act of 1940, as amended, will receive an additional annual fee of $1,700 for serving on such committee. 2 5 After giving effect to the reduction in the level of fees payable by the Fund to its Directors, the Fund will pay, on an annual basis, aggregate fees of $64,200 (including fees payable to members of the Audit Committee), assuming each of the six nominees named herein who is not a director, officer or employee of MSAM or its affiliates is elected at the Meeting. At the fee level in effect prior to the Meeting, the Fund would pay, on an annual basis, aggregate fees of $97,200 for the same six nominees, assuming each such nominee attended four quarterly Board meetings and two additional committee meetings. The level of fees payable by the Fund to its Directors will be reviewed by the Directors annually. Each of the Directors who is not an "affiliated person" of MSAM within the meaning of the Investment Company Act of 1940, as amended, may enter into a deferred fee arrangement (the "Fee Arrangement") with the Fund, pursuant to which such Director defers to a later date the receipt of his Director's fees. The deferred fees owed by the Fund are credited to a bookkeeping account maintained by the Fund on behalf of such Director and accrue income from and after the date of credit in an amount equal to the amount that would have been earned had such fees (and all income earned thereon) been invested and reinvested either (i) in shares of the Fund or (ii) at a rate equal to the prevailing rate applicable to 90-day United States Treasury Bills at the beginning of each calendar quarter for which this rate is in effect, whichever method is elected by the Director. Under the Fee Arrangement, deferred Director's fees (including the return accrued thereon) will become payable in cash upon such Director's resignation from the Board of Directors in generally equal annual installments over a period of five years (unless the Fund has agreed to a longer or shorter payment period) beginning on the first day of the year following the year in which such Director's resignation occurred. In the event of a Director's death, remaining amounts payable to him under the Fee Arrangement will thereafter be payable to his designated beneficiary; in all other events, a Director's right to receive payments is non-transferable. Under the Fee Arrangement, the Board of Directors of the Fund, in its sole discretion, has reserved the right, at the request of a Director or otherwise, to accelerate or extend the payment of amounts in the deferred fee account at any time after the termination of such Director's service as a director. In addition, in the event of the liquidation, dissolution or winding up of the Fund or the distribution of all or substantially all of the Fund's assets and property to its stockholders (other than in connection with a reorganization or merger into another Fund advised by MSAM), all unpaid amounts in the deferred fee account maintained by the Fund will be paid in a lump sum to the Directors participating in the Fee Arrangement on the effective date thereof. Currently, Messrs. Croghan and McNally are the only Directors who have elected to enter the Fee Arrangement with the Fund. So that each of the nominees named herein could be nominated for election in the class and for the term indicated above, it was necessary for Messrs. Barrett and McNally not to seek re-election to the Board. The Fund and the remaining members of the Board of Directors would like to express their sincerest appreciation to such Directors for their dedication and service to the Fund. Pursuant to the Fund's By-laws, the Board of Directors is divided into three classes. Each Director holds office until (i) the expiration of his term and until his successor has been elected and qualified, (ii) his death, (iii) his resignation, (iv) December 31 of the year in which he reaches seventy-three years of age, or (v) his removal as provided by statute or the Articles of Incorporated. 3 6 The Board of Directors has an Audit Committee. The Audit Committee makes recommendations to the full Board of Directors with respect to the engagement of independent accountants and reviews with the independent accountants the plan and results of the audit engagement and matters having a material effect on the Fund's financial operations. The members of the Audit Committee are currently Messrs. Barrett, Chase, Croghan and McNally, none of whom is an "interested person." After the Meeting, the Audit Committee will continue to consist of the Directors of the Fund who are not "interested persons." The Audit Committee met once during the fiscal year ended December 31, 1994. The Board of Directors does not have nominating or compensation committees. There were three meetings of the Board of Directors held during the fiscal year ended December 31, 1994. Each director attended at least seventy-five percent of the aggregate number of meetings of the Board and of any committee on which he served, except Mr. Biggs. Each of the nominees for Director has consented to be named in this Proxy Statement and to serve as a director if elected. The Board of Directors has no reason to believe that any of the nominees named above will become unavailable for election as a director, but if that should occur before the Meeting, Proxies will be voted for such persons as the Board of Directors may recommend. Certain information regarding each of the nominees as a Director of the Fund and the executive officers of the Fund is set forth below:
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS POSITION WITH OWNED AS OF OWNED UNDER THE FUND PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT - ------------------------------- --------------- ------------------------------ --- ----------- ------------- ------- Barton M. Biggs*............... Director and Chairman and Director of 62 30,047 0 *** 1221 Avenue of the Americas Chairman of Morgan Stanley Asset New York, New York 10020 the Board Management Inc. and Morgan Stanley Asset Management Limited; Managing Director of Morgan Stanley & Co. Incorporated; Director of Morgan Stanley Group Inc.; Member of International Advisory Council of The Thailand Fund; Director and officer of various investment companies managed by Morgan Stanley Asset Management Inc. Peter J. Chase................. Director Chairman of CGL, Inc.; 62 502 -- *** 821-C San Mateo Principal, Statements; Santa Fe, New Mexico 87505 Director of The Malaysia Fund, Inc. and The Thai Fund, Inc.; Member of the Investment Advisory Council of The Thailand Fund; Consultant, NGV Systems, Inc.; Previously Chairman of CJS, Inc. and Principal of Sidney A. Staunton, Inc. and the Yankee Group.
4 7
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS POSITION WITH OWNED AS OF OWNED UNDER THE FUND PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT - ------------------------------- --------------- ------------------------------ --- ----------- ------------- ------- John W. Croghan................ Director Chairman of Lincoln Capital 64 15,000 364.9880 *** 200 South Wacker Drive Management Company; Director Chicago, Illinois 60606 of St. Paul Bancorp, Inc., Lindsay Manufacturing Co. and Morgan Stanley Emerging Markets Fund, Inc.; Previously a Director of Blockbuster Entertainment Corporation. David B. Gill.................. -- Director of The Thai Fund, 68 0 -- *** 3042 Cambridge Place, N.W. Inc., The Latin American Washington, D.C. 20007 Discovery Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc. and the Mauritius Fund Limited; Member of the International Advisory Committee of Banco Surinvest S.A.; Member of the International Advisory Council of The Thailand Fund; International Adviser to Crown Agents for Overseas Governments and Administrations; Member of the Capital Markets Committee of the Inter-American Investment Corporation; Member of the Advisory Counsel of Korea Development Investment Corporation; Chairman and Director of Norinvest Bank; Member of The International Advisory Council of Investment Management Company Chile S.A.; Previously: Director of Capital Markets Department of the International Finance Corporation; Trustee of Batterymarch Finance Management; Chairman and Director of Equity Fund of Latin America S.A. and Commonwealth Equity Fund Limited; and Director of Global Securities, Inc.
5 8
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS POSITION WITH OWNED AS OF OWNED UNDER THE FUND PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT - ------------------------------- --------------- ------------------------------ --- ----------- ------------- ------- Graham E. Jones................ -- Senior Vice President of BGK 62 0 -- *** 23 Chestnut Street Properties; Trustee of nine Boston, Massachusetts 02108 funds managed by Weiss, Peck & Greer; Trustee of eight funds managed by Morgan Grenfell Capital Management Incorporated; Director of The Malaysia Fund, Inc., The Turkish Investment Fund, Inc., The Thai Fund, Inc. and The Pakistan Investment Fund, Inc.; Member of the International Advisory Council of The Thailand Fund; Previously Chief Financial Officer of Practice Management Systems, Inc. John A. Levin*................. -- President of John A. Levin & 56 0 -- *** One Rockefeller Plaza Co., Inc.; Director of Morgan New York, New York 10020 Stanley Emerging Markets Debt Fund, Inc., Morgan Stanley India Investment Fund, Inc. and The Pakistan Investment Fund, Inc. William G. Morton, Jr.......... -- Chairman and Chief Executive 58 0 -- *** 1 Boston Place Officer of Boston Stock Boston, Massachusetts 02108 Exchange; Director of Tandy Corporation; Director of The Malaysia Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley Emerging Markets Debt Fund, Inc. and Morgan Stanley Global Opportunity Bond Fund, Inc. Warren J. Olsen*............... Director and Principal of Morgan Stanley 38 0 0 *** 1221 Avenue of the Americas President Asset Management Inc.; New York, New York 10020 Director and officer of various investment companies managed by Morgan Stanley Asset Management Inc. Frederick B. Whittemore*....... -- Advisory Director of Morgan 64 0 -- *** 1251 Avenue of the Americas Stanley & Co. Incorporated; New York, New York 10020 Chairman for the United States National Committee for Pacific Economic Cooperation; Director and officer of various investment companies managed by Morgan Stanley Asset Management Inc.; Previously Managing Director of Morgan Stanley & Co. Incorporated.
6 9
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS POSITION WITH OWNED AS OF OWNED UNDER THE FUND PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT - ------------------------------- --------------- ------------------------------ --- ----------- ------------- ------- James W. Grisham*.............. Vice President Principal of Morgan Stanley 53 100 -- *** 1221 Avenue of the Americas Asset Management Inc.; New York, New York 10020 Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Harold J. Schaaff, Jr.*........ Vice President Principal of Morgan Stanley & 34 0 -- *** 1221 Avenue of the Americas Co. Incorporated; General New York, New York 10020 Counsel and Secretary of Morgan Stanley Asset Management Inc.; Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Joseph P. Stadler*............. Vice President Vice President of Morgan 40 0 -- *** 1221 Avenue of the Americas Stanley Asset Management New York, New York 10020 Inc.; Officer of various investment companies managed by Morgan Stanley Asset Management Inc.; Previously with Price Waterhouse LLP. Valerie Y. Lewis*.............. Secretary Vice President of Morgan 39 0 -- *** 1221 Avenue of the Americas Stanley Asset Management New York, New York 10020 Inc.; Officer of various investment companies managed by Morgan Stanley Asset Management Inc.; Previously with Citicorp. Hilary D. Toole*............... Assistant Associated with Morgan Stanley 31 0 -- *** 1221 Avenue of the Americas Secretary Asset Management Inc.; New York, New York 10020 Officer of various investment companies managed by Morgan Stanley Asset Management Inc.; Previously with Womble, Carlyle, Sandridge & Rice and Reboul, MacMurray, Hewitt, Maynard & Kristol.
7 10
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS POSITION WITH OWNED AS OF OWNED UNDER THE FUND PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT - ------------------------------- --------------- ------------------------------ --- ----------- ------------- ------- James R. Rooney*............... Treasurer Assistant Vice President and 36 0 -- *** 73 Tremont Street Manager of Fund Boston, Massachusetts 02108 Administration, Mutual Funds Service Company; Officer of various investment companies managed by Morgan Stanley Asset Management Inc.; Previously Assistant Vice President and Manager of Fund Compliance and Control, Scudder Stevens & Clark Inc. and Audit Manager, Ernst & Young LLP. ----------- ------------- ------- All Nominees and Executive Officers as a Group................................ 45,649 364.9880 *** =========== ============= =======
- --------------- * "Interested person" within the meaning of the Investment Company Act of 1940, as amended. Mr. Biggs is a director and officer, and Messrs. Olsen, Grisham, Schaaff and Stadler and Ms. Lewis are officers of the Manager. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co. Incorporated, an affiliate of the Manager and a registered broker-dealer, and he is the owner of a beneficial interest in the Manager. Ms. Toole is an employee of the Manager. Mr. Levin is an officer of John A. Levin & Co., Inc., a registered broker-dealer. Mr. Rooney is an employee of Mutual Funds Service Company, an affiliate of United States Trust Company of New York, the Fund's administrator. ** This information has been furnished by each nominee and executive officer. *** Less than 1%. + Indicates share equivalents owned by the nominees who are current Directors and held in cash accounts by the Fund on behalf of such nominees in connection with the deferred fee arrangements described above. Each officer of the Fund will hold such office until a successor has been duly elected and qualified. Set forth below is a chart showing the aggregate compensation paid by the Fund to each of its Directors, as well as the total compensation paid to each Director of the Fund by the Fund and by other U.S. registered investment companies advised by MSAM or its affiliates (collectively, the "Fund Complex"), for their services as Directors of such investment companies.
TOTAL COMPENSATION NUMBER OF FUNDS AGGREGATE PENSION OR RETIREMENT FROM THE FUND AND IN FUND COMPLEX COMPENSATION BENEFITS ACCRUED AS PART FUND COMPLEX PAID FOR WHICH NAME OF DIRECTOR FROM THE FUND OF THE FUND'S EXPENSES TO DIRECTORS DIRECTOR SERVES - ---------------------------- ------------- ------------------------ ------------------ --------------- Barton M. Biggs(1) $ 0 None $ 0 6 Warren J. Olsen(1),(2) 0 None 0 15 John D. Barrett II 3,630.43 None 3,630.43 1 Peter J. Chase 3,893.48 None 30,093.48 3 John W. Croghan 3,630.43 None 19,430.43 2 Andrew McNally IV 3,630.42 None 13,630.42 2
- --------------- (1) Mr. Biggs is a director and officer of MSAM, and Mr. Olsen is an officer of MSAM, and therefore are "interested persons" within the meaning of the Investment Company Act of 1940, as amended. As a director and/or officer of MSAM, Messrs. Biggs and Olsen do not receive any compensation from the Fund or any other U.S. registered investment company in the Fund Complex for their services as a director of such investment companies. (2) During 1994, Mr. Olsen resigned as a director from one of the funds in the Fund Complex, and thus currently serves as a director on fourteen funds in the Fund Complex. 8 11 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Fund's officers and directors, and persons who own more than ten percent of a registered class of the Fund's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange, Inc. The Fund believes that its officers and directors complied with all applicable filing requirements for the fiscal year ended December 31, 1994, except that a Form 5 -- Annual Statement of Beneficial Ownership of Securities for each of Messrs. Biggs, Barrett, McNally and Grisham relating to one transaction in the Fund's shares was inadvertently filed late by management of the Fund, which had undertaken to file the forms on their behalf. The election of the nominees as directors requires the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. Under the Fund's By-laws, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast thereat shall constitute a quorum. For this purpose, abstentions and broker non-votes will be counted in determining whether a quorum is present at the Meeting, but will not be counted as votes cast at the Meeting. THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NINE NOMINEES AS DIRECTORS SELECTION OF INDEPENDENT ACCOUNTANTS (PROPOSAL NO. 2) The Board of Directors of the Fund, including a majority of the Directors who are not interested persons of the Fund, has selected Price Waterhouse LLP as independent accountants for the Fund for the fiscal year ending December 31, 1995. The ratification of the selection of independent accountants is to be voted on at the Meeting, and it is intended that the persons named in the accompanying Proxy will vote for Price Waterhouse LLP. Price Waterhouse LLP acts as the independent accountants for certain of the other investment companies advised by MSAM. Although it is not expected that a representative of Price Waterhouse LLP will attend the Meeting, a representative will be available by telephone to respond to stockholder questions, if any. The Board's policy regarding engaging independent accountants' services is that management may engage the Fund's principal independent accountants to perform any services normally provided by independent accounting firms, provided that such services meet any and all of the independence requirements of the American Institute of Certified Public Accountants and the Securities and Exchange Commission. In accordance with this policy, the Audit Committee reviews and approves all services provided by the independent accountants prior to their being rendered. The Board of Directors also receives a report from its Audit Committee relating to all services that have been performed by the Fund's independent accountants. The ratification of the selection of independent accountants requires the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. For this purpose, abstentions and broker non-votes will be counted in determining whether a quorum is present at the Meeting, but will not be counted as votes cast at the Meeting. THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2 9 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS To the knowledge of the Fund's management, no person owned beneficially more than 5% of the Fund's outstanding shares at April 30, 1995. OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of stockholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interests of the Fund. STOCKHOLDER PROPOSALS A stockholders' proposal intended to be presented at the Fund's Annual Meeting of Stockholders in 1996 must be received by the Fund on or before January 31, 1996, in order to be included in the Fund's proxy statement and form of proxy relating to that meeting. VALERIE Y. LEWIS Secretary Dated: May 30, 1995 STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 10 13 P MORGAN STANLEY ASIA-PACIFIC FUND, INC. R O C/O MORGAN STANLEY ASSET MANAGEMENT INC. X 1221 AVENUE OF THE AMERICAS Y NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints WARREN J. OLSEN, VALERIE Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Company held of record by the undersigned on April 3, 1995 at the Annual Meeting of Stockholders to be held on June 26, 1995, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. The undersigned acknowledges receipt of the Proxy Statement dated May 30, 1995. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.) --------------- SEE REVERSE SIDE --------------- 14 - ------- PLEASE MARK X VOTES AS - ------- IN THIS EXAMPLE FOR WITHHELD Class I Nominees: Peter J. Chase, David B. 1. Election of -------- -------- Gill and Warren J. Olsen the following Class II Nominees: John W. Croghan, nominees as Graham E. Jones and Directors: -------- -------- Frederick B. Whittemore Class III Nominees: Barton M. Biggs, John A. Levin and William G. Morton, Jr. ------------------------------------------- For all nominees except as noted above
2. Ratification of the selection of Price FOR AGAINST ABSTAIN Waterhouse LLP as independent -------- -------- -------- accountants. 3. In the discretion of such proxies, upon any -------- -------- -------- and all other business as may properly come before the meeting or any adjournment thereof. MARK HERE FOR ADDRESS ---------- CHANGE AND NOTE AT LEFT ----------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE CLASS I, THREE CLASS II AND THREE CLASS III NOMINEES AND IN FAVOR OF PROPOSAL NO. 2. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. SIGNATURE(S) DATE , 1995 ------------------------------------------ ---------- When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer s office. If a partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----