-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfD/hBF6FDDJuHdCsUdznG1nd3PyLdP4Z9LbntQVe/UjbHCfMJv3sbqt598rl2qg x20NtN4HPCkYs29Y9WNJ1Q== 0000950123-00-004440.txt : 20000505 0000950123-00-004440.hdr.sgml : 20000505 ACCESSION NUMBER: 0000950123-00-004440 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000615 FILED AS OF DATE: 20000504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER ASIA PACIFIC FUND INC CENTRAL INDEX KEY: 0000919808 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-08388 FILM NUMBER: 618990 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: MORGAN STANLEY ASIA PACIFIC FUND STREET 2: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY ASIA PACIFIC FUND INC DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY ASIA INVESTMENT FUND INC DATE OF NAME CHANGE: 19940316 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A INFORMATION (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. - -------------------------------------------------------------------------------- (Names of Registrants as Specified In Their Charters) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(I) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ 2 Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 3 MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC. MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC. MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND, INC. MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC. MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE PAKISTAN INVESTMENT FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 ------------------------ NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS ------------------------ To Our Stockholders: Notice is hereby given that the Annual Meetings of Stockholders of the Funds listed above (each a "Fund" and collectively, the "Funds") will be held on Thursday, June 15, 2000, at the principal executive office of Morgan Stanley Dean Witter Investment Management Inc., 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020, commencing at the following times (New York time): Conference Room 2 Morgan Stanley Dean Witter India Investment Fund, Inc. ("IIF")................................................ 8:00 a.m. Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.("APF")............................................ 8:30 a.m. The Thai Fund, Inc. ("TTF")............................... 9:00 a.m. The Malaysia Fund, Inc. ("MF")............................ 9:30 a.m. The Pakistan Investment Fund, Inc. ("PKF")................ 10:00 a.m. Morgan Stanley Dean Witter High Yield Fund, Inc. ("MSY")................................................ 10:30 a.m. Conference Room 3 Morgan Stanley Dean Witter Africa Investment Fund, Inc. ("AFF")................................................ 8:00 a.m. Morgan Stanley Dean Witter Eastern Europe Fund, Inc. ("RNE")................................................ 8:30 a.m. The Turkish Investment Fund, Inc. ("TKF")................. 9:00 a.m. The Latin American Discovery Fund, Inc. ("LDF")........... 9:30 a.m. Morgan Stanley Dean Witter Emerging Markets Fund, Inc. ("MSF")................................................ 10:00 a.m. Morgan Stanley Dean Witter Emerging Markets Debt Fund, Inc. ("MSD")........................................... 10:30 a.m. Morgan Stanley Dean Witter Global Opportunity Bond Fund, Inc. ("MGB")........................................... 11:00 a.m.
The Meetings are being held for the following purposes: 1. To elect Directors of the Funds. 2. To ratify or reject the selection by the Boards of Directors of the Funds of PricewaterhouseCoopers LLP as independent accountants of the Funds for the fiscal year ending December 31, 2000 (October 31, 2000 for TKF). 3. To consider and act upon any other business as may properly come before the Meetings, or any adjournments thereof. 4 Only stockholders of record of a particular Fund at the close of business on April 14, 2000, the record date for the Meetings, are entitled to notice of, and to vote at, the Meeting of that Fund or any adjournments thereof. MARY E. MULLIN Secretary Dated: May 4, 2000 IF YOU DO NOT EXPECT TO ATTEND THE MEETING(S) FOR YOUR FUND(S), PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY. 5 MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC. ("AFF") MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. ("APF") MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC. ("RNE") MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC. ("MSD") MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC. ("MSF") MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND, INC. ("MGB") MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC. ("MSY") MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC. ("IIF") THE LATIN AMERICAN DISCOVERY FUND, INC. ("LDF") THE MALAYSIA FUND, INC. ("MF") THE PAKISTAN INVESTMENT FUND, INC. ("PKF") THE THAI FUND, INC. ("TTF") THE TURKISH INVESTMENT FUND, INC. ("TKF") C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 ------------------------ JOINT PROXY STATEMENT ------------------------ This statement is furnished by the Board of Directors (each a "Board" and collectively, the "Boards") of each of the Funds listed above (each a "Fund" and collectively, the "Funds") in connection with the solicitation of Proxies by the Board of Directors for use at the Annual Meeting of Stockholders of the Fund (each a "Meeting" and collectively, the "Meetings") to be held on Thursday, June 15, 2000, at the principal executive office of Morgan Stanley Dean Witter Investment Management Inc. (hereinafter "MSDW Investment Management" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020. It is expected that the Notice of Annual Meetings, Joint Proxy Statement and form of Proxy will first be mailed to stockholders on or about May 4, 2000. The purpose of the Meetings, the matters to be acted upon and the commencement time of each Meeting are set forth in the accompanying Notice of Annual Meetings of Stockholders. If the accompanying form of Proxy for a Fund is executed properly and returned, shares represented by it will be voted at the Meeting for that Fund in accordance with the instructions on the Proxy. A Proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Fund or by attendance and voting at the Meeting of such Fund. If no instructions are specified, shares will be voted FOR the election of the nominees for Directors of that Fund and FOR ratification of PricewaterhouseCoopers LLP as independent accountants of the Fund for the fiscal year ending December 31, 2000 (October 31, 2000 for TKF). The Boards have fixed the close of business on April 14, 2000 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meetings and at any adjournments thereof. On that date, the following number of shares of Common Stock of each Fund were outstanding and entitled to vote: LDF................................................ 11,751,325 shares MF................................................. 9,738,015 shares AFF................................................ 13,691,121 shares APF................................................ 61,990,074 shares MSD................................................ 22,046,681 shares MSF................................................ 20,491,044 shares MGB................................................ 4,180,704 shares RNE................................................ 4,408,348 shares MSY................................................ 11,568,696 shares IIF................................................ 32,484,492 shares PKF................................................ 11,604,792 shares TTF................................................ 13,267,713 shares TKF................................................ 6,561,581 shares
6 The expense of solicitation will be borne by the Funds and will include reimbursement to brokerage firms and others for expenses in forwarding proxy solicitation materials to beneficial owners. The solicitation of Proxies will be largely by mail, but may include, without cost to the Funds, telephonic, telegraphic or oral communications by regular employees of the Manager. The solicitation of Proxies is also expected to include communications by employees of Georgeson Shareholder Communications Corporation, a proxy solicitation firm engaged by the Funds at a cost not expected to exceed $5,000 per Fund, plus out-of-pocket expenses. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1999 (OCTOBER 31, 1999 FOR TKF), TO ANY STOCKHOLDER OF SUCH FUND REQUESTING SUCH REPORT. REQUESTS FOR ANNUAL REPORTS SHOULD BE MADE IN WRITING TO THE RESPECTIVE FUND, C/O CHASE GLOBAL FUNDS SERVICES COMPANY, P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726. Chase Global Funds Services Company is an affiliate of the Funds' administrator, The Chase Manhattan Bank ("Chase Bank"), and provides administrative services to the Funds. The business address of Chase Bank and Chase Global Funds Services Company is 73 Tremont Street, Boston, Massachusetts 02108. This Joint Proxy Statement is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement for each Fund and, because stockholders may own shares of more than one Fund, to avoid burdening stockholders with more than one proxy statement. Shares of a Fund are entitled to one vote each at the respective Fund's Meeting. To the extent information relating to common ownership is available to the Funds, a stockholder that owns of record shares in two or more of the Funds will receive a package containing a Joint Proxy Statement and Proxies for the Funds in which such stockholder is a record owner. If the information relating to common ownership is not available to the Funds, a stockholder that beneficially owns shares in two or more Funds may receive two or more packages each containing a Joint Proxy Statement and a Proxy for each Fund in which such stockholder is a beneficial owner. If a proposal is approved by stockholders of one Fund and disapproved by stockholders of other Funds, the proposal will be implemented for the Fund that approved the proposal and will not be implemented for any Fund that did not approve the proposal. Thus, it is essential that stockholders complete, date, sign and return each enclosed Proxy. THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF EACH OF THE MATTERS MENTIONED IN ITEMS 1 AND 2 OF THE NOTICE OF ANNUAL MEETINGS. 2 7 ELECTION OF DIRECTORS (PROPOSAL NO. 1) At the Meetings, Directors will be elected to hold office for a term specified below and until their successors are duly elected and qualified. It is the intention of the persons named in the accompanying form of Proxy to vote, on behalf of the stockholders, for the election of: (i) Graham E. Jones, John D. Barrett II and Samuel T. Reeves as Class II Directors for a term expiring in 2003, Andrew McNally IV, Frederick O. Robertshaw, Fergus Reid and Harold J. Schaaff, Jr. as Class I Directors for a term expiring in 2002, and Gerard E. Jones as a Class III Director for a term expiring in 2001, for all of the Funds except for IIF; and (ii) Gerard E. Jones, R.M.J. Gerard La Hausse de la Louviere, Samuel T. Reeves and William G. Morton, Jr. as Class III Directors for a term expiring in 2003, Andrew McNally IV, Frederick O. Robertshaw and Harold J. Schaaff, Jr. as Class I Directors for a term expiring in 2001, and John D. Barrett II and Graham E. Jones as Class II Directors for a term expiring in 2002, for IIF. The Boards of Directors of the Funds have proposed that the same group of Directors serve on the Boards of Directors for all of the Funds as well as the Morgan Stanley Dean Witter Institutional Fund, Inc., The Universal Institutional Funds, Inc. (formerly Morgan Stanley Dean Witter Universal Funds, Inc.) and Morgan Stanley Dean Witter Strategic Adviser Fund, Inc., which are open-end registered investment companies also managed by the Manager (collectively, the "Open-End Funds"). The Boards of Directors of the Funds believe that this consolidation will enable the Funds to operate more efficiently, allowing the Directors to deal expeditiously with routine administrative matters common to the Funds and devote more attention to substantive issues affecting the individual Funds. In order to effect this consolidation, the Boards of Directors of the Funds, at a meeting held on February 17, 2000, proposed that John D. Barrett II, Andrew McNally IV and Frederick O. Robertshaw, current Directors of the Open-End Funds, become Directors of the Funds. The Boards also proposed that Gerard E. Jones, Samuel T. Reeves and Fergus Reid, current Directors of IIF and the Open-End Funds, become Directors of all of the Funds. The Board of Directors of IIF also proposed that Graham E. Jones and William G. Morton, Jr., current Directors of the other closed-end funds, become Directors of IIF. Each proposal for election of a Director of a Fund made by the Boards of Directors of the Funds is subject to the approval of the respective Fund's stockholders at the Meetings. At a meeting of the Board of Directors of IIF held on March 15, 2000, the Board of IIF elected Harold J. Schaaff, Jr., President and a Director of IIF. By unanimous written consent, dated March 20, 2000, the Boards of Directors of the Funds (except IIF) elected Mr. Schaaff, President and a Director of the Funds. Pursuant to the Funds' By-Laws, the terms of office of the Directors are staggered. The Board of Directors of each Fund is divided into three classes, designated Class I, Class II and Class III, with each class having a term of three years. Each year the term of one class expires. Pursuant to each Fund's By-Laws, each Director holds office until (i) the expiration of his term and until his successor has been elected and qualified, (ii) his death, (iii) his resignation, (iv) December 31 of the year in which he reaches seventy-three years of age, or (v) his removal as provided by statute or the Articles of Incorporation. Each officer of the Funds will hold such office until a successor has been duly elected and qualified. The Board of Directors of each Fund has an Audit Committee. The Audit Committee makes recommendations to the full Board of Directors with respect to the engagement of independent accountants and reviews with the independent accountants the plan and results of the audit engagement and matters having a material effect on each Fund's financial operations. Each Fund adopted a formal written Audit Committee Charter on September 15, 1999 (September 16, 1999 for IIF). The members of the Audit Committee of all of the Funds, except IIF, are currently Peter J. Chase, William G. Morton, Jr. and Graham E. Jones, none of whom is an "interested person," as defined under the Investment Company Act of 1940, as amended (the "1940 Act"). For IIF, the members of the Audit Committee are currently Gerard E. Jones, John A. Levin, Fergus Reid and Samuel T. Reeves, none of whom 3 8 is an "interested person," as defined under the 1940 Act. The Chairman of the Audit Committee for each of the Funds, except IIF, is Graham E. Jones. The Chairman of the Audit Committee of IIF is Fergus Reid. At a meeting held on February 17, 2000, the Boards of Directors of the Funds reconstituted the Audit Committee for each Fund, effective upon the election of Directors at the Meetings. At that time, the Audit Committee of each Fund will consist of Gerard E. Jones, Graham E. Jones, Frederick O. Robertshaw, Andrew McNally IV and William G. Morton, Jr. Graham E. Jones will serve as the Chairman of each Fund's Audit Committee. At the meeting held on February 17, 2000, the Boards of Directors of the Funds established a Nominating and Compensation Committee pursuant to a written charter. The Nominating and Compensation Committee will be composed entirely of Directors who are not "interested persons," as defined in the 1940 Act, and the duties of the Nominating and Compensation Committee will be to evaluate and recommend nominees for election to each Fund's Board of Directors and to establish compensation for disinterested Directors. Effective upon the election of Directors at the Meeting, the Nominating and Compensation Committee of each Fund will consist of John D. Barrett II, John A. Levin, Samuel T. Reeves and Fergus Reid. Fergus Reid will serve as the Chairman of the Nominating and Compensation Committee. There were four meetings of the Boards of Directors of the Funds held during the fiscal year ended December 31, 1999 (October 31, 1999 for TKF), except for IIF and MSY. For the 1999 fiscal year, the Board of Directors of IIF met five times and the Board of Directors of MSY met six times. The Audit Committees of each Fund met two times during the fiscal year ended December 31, 1999 (October 31, 1999 for TKF). For the 1999 fiscal year, each current Director attended at least seventy-five percent of the aggregate number of meetings of the Board and of any committee on which he served except for Barton M. Biggs, John A. Levin (with respect to MSY and IIF only) and Samuel T. Reeves (with respect to IIF only). Each of the nominees for Director has consented to be named in this Joint Proxy Statement and to serve as a director of each Fund if elected. The Board of Directors of each Fund has no reason to believe that any of the nominees named above will become unavailable for election as a director, but if that should occur before the Meeting for that Fund, Proxies will be voted for such persons as the Board of Directors of the Fund may recommend. Certain information regarding the current Directors and officers of the Funds, and nominees for election as Directors, is set forth below:
NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS - ------------------------------------- ---------------------- ---------------------------------------- Barton M. Biggs*(1).................. Class III Director and Chairman, Director and Managing Director 1221 Avenue of the Americas Chairman of the Board of MSDW Investment Management and New York, New York 10020 since: Chairman and Director of Morgan Stanley 11/26/32 LDF: 1992 Dean Witter Investment Management MF: 1995 Limited; Managing Director of Morgan AFF: 1994 Stanley & Co. Incorporated; Member of APF: 1994 the Yale Development Board; Director and MSD: 1993 Chairman of the Board of various U.S. MSF: 1993 registered investment companies managed MGB: 1995 by MSDW Investment Management RNE: 1996 MSY: 1995 IIF: 1994 PKF: 1995 TTF: 1995 TKF: 1995
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NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS - ------------------------------------- ---------------------- ---------------------------------------- Harold J. Schaaff, Jr.*+............. Class I Director and Managing Director of Morgan Stanley & 1221 Avenue of the Americas President since 2000 Co. Incorporated and MSDW Investment New York, New York 10020 Management; Director and President of 6/10/60 various U.S. registered investment companies managed by MSDW Investment Management; Previously General Counsel and Secretary of MSDW Investment Management John D. Barrett II+.................. Nominee Chairman and Director of Barrett Barrett Associates Inc. Associates Inc.; Director of the Ashorth 521 Fifth Avenue Company; Director of various U.S. New York, New York 10135 registered investment companies managed 8/21/35 by MSDW Investment Management Peter J. Chase(2).................... Class I Director Chairman and Chief Financial Officer, 5 Arriba Circle since: High Mesa Technologies, Inc.; Director Santa Fe, New Mexico 87501 LDF: 1995 of various U.S. registered investment 10/12/32 MF: 1987 companies managed by MSDW Investment AFF: 1995 Management APF: 1994 MSD: 1995 MSF: 1995 MGB: 1995 RNE: 1996 MSY: 1995 PKF: 1995 TTF: 1987 TKF: 1995 John S.Y. Chu(3)..................... Class I Director Finance director of the ABC Group of Orchard Towers since: Companies; Previously Managing Director Quatre Bornes, Mauritius IIF: 1996 of Crown Eagle Investments Ltd. 4/10/37 John W. Croghan(2)................... Class II Director President of Lincoln Partners, a 200 South Wacker Drive since: partnership of Lincoln Capital Chicago, Illinois 60606 LDF: 1995 Management Company; Director of St. Paul 6/8/30 MF: 1995 Bancorp, Inc., Lindsay Manufacturing Co. AFF: 1995 and Republic Services; Director of APF: 1994 various U.S. registered investment MSD: 1995 companies managed by MSDW Investment MSF: 1991 Management; Previously Director of MGB: 1995 Blockbuster Entertainment Corporation RNE: 1996 MSY: 1995 PKF: 1995 TTF: 1995 TKF: 1995 Gerard E. Jones+(3).................. Class III Director Partner in Richards & O'Neil, LLP; Richards & O'Neil, LLP since: Director of Tractor Supply Company, 43 Arch Street IIF: 1995 Tiffany Foundation and Fairfield County Greenwich, Connecticut 06830 Foundation; Director of various U.S. 1/23/37 registered investment companies managed by MSDW Investment Management
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NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS - ------------------------------------- ---------------------- ---------------------------------------- Graham E. Jones+..................... Class II Director Senior Vice President of BGK Properties; 330 Garfield Street since: Trustee of various investment companies Suite 200 LDF: 1995 managed by Weiss, Peck & Greer; Trustee Santa Fe, New Mexico 87501 MF: 1987 of various investment companies managed 1/31/33 AFF: 1995 by Deutsche Asset Management; Director APF: 1995 of various U.S. registered investment MSD: 1995 companies managed by MSDW Investment MSF: 1995 Management; Trustee of various MGB: 1995 investment companies managed by Sun RNE: 1996 Capital Advisors, Inc. MSY: 1995 PKF: 1994 TTF: 1987 TKF: 1989 R.M.J. Gerard La Hausse de la Louviere+(3)................... Class III Director Director of National Mutual Fund Saint Clement Street since: Limited, Les Moulins de la Concorde Curepipe, Mauritius IIF: 1994 Limitee, Mauritius Development 7/24/27 Investment Trust Co. Ltd., Sun Resorts Limited, Dinarobin Inns and Motels Co. Ltd., The Mount S.E. Co. Ltd. and Pharmacie Nouvelle Ltd.; Previously Managing Director of the Anglo-Mauritius Assurance Society Limited John A. Levin(1)..................... Class III Director Chairman and Chief Executive Officer of One Rockefeller Plaza since: John A. Levin & Co., Inc.; Director of New York, New York 10020 LDF: 1994 various U.S. registered investment 8/20/38 MF: 1995 companies managed by MSDW Investment AFF: 1995 Management; Director, Chairman, APF: 1995 President and Chief Executive Officer of MSD: 1993 BKF Capital Group, Inc. MSF: 1995 MGB: 1995 RNE: 1996 MSY: 1995 IIF: 1994 PKF: 1993 TTF: 1995 TKF: 1995 Andrew McNally IV+................... Nominee Managing Director of Hammond Kennedy 333 North Michigan Avenue Whitney; Director of Burns International Suite 501 Services Corporation, Reinhold Chicago, Illinois 60601 Industries Inc., Rand McNally & Company 11/11/39 and Hubbell, Inc.; Director of various U.S. registered investment companies managed by MSDW Investment Management; Formerly, Chairman and Chief Executive Officer of Rand McNally & Company
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NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS - ------------------------------------- ---------------------- ---------------------------------------- William G. Morton, Jr.+.............. Class III Director Chairman and Chief Executive Officer of One Boston Place since: Boston Stock Exchange; Director of Tandy Boston, Massachusetts 02108 LDF: 1995 Corporation; Director of various U.S. 3/13/37 MF: 1994 registered investment companies managed AFF: 1994 by MSDW Investment Management APF: 1995 MSD: 1993 MSF: 1995 MGB: 1994 RNE: 1996 MSY: 1995 PKF: 1995 TTF: 1995 TKF: 1995 Samuel T. Reeves+(3)................. Class III Director President of Pinnacle Trading L.L.C.; 8211 North Fresno Street since: Director of various U.S. registered Fresno, California 93720 IIF: 1997 investment companies managed by MSDW 7/28/34 Investment Management; Previously Member of Advisory Board of Tiger Management Corporation; Previously Co-Chairman of the Board and President, Dunavant Enterprises Fergus Reid+(3)...................... Class I Director Chairman and Chief Executive Officer of 85 Charles Colman Boulevard since: Lumelite Plastics Corporation; Trustee Pawling, New York 12564 IIF: 1995 and Director of Vista Mutual Fund Group; 8/12/32 Director of various U.S. registered investment companies managed by MSDW Investment Management Frederick O. Robertshaw+............. Nominee Of Counsel, Copple, Chamberlin, Boehm 2025 North Third Street and Murphy P.C.; Director of various Suite 300 U.S. registered investment companies Phoenix, Arizona 85004 managed by MSDW Investment Management; 1/24/34 Formerly of Counsel, Bryan, Cave LLP Joseph P. Stadler*................... Vice President since: Principal of Morgan Stanley & Co. 1221 Avenue of the Americas LDF: 1994 Incorporated and MSDW Investment New York, New York 10020 MF: 1994 Management; Officer of various U.S. 6/7/54 AFF: 1994 registered investment companies managed APF: 1994 by MSDW Investment Management; MSD: 1993 Previously with Price Waterhouse LLP MSF: 1994 MGB: 1994 RNE: 1996 MSY: 1993 IIF: 1994 PKF: 1993 TTF: 1994 TKF: 1994 Stefanie V. Chang*................... Vice President since Vice President of Morgan Stanley & Co. 1221 Avenue of the Americas 1997 Incorporated and MSDW Investment New York, New York 10020 Management; Officer of various U.S. 11/30/66 registered investment companies managed by MSDW Investment Management; Previously practiced law with the New York law firm of Rogers & Wells LLP
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NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS - ------------------------------------- ---------------------- ---------------------------------------- Mary E. Mullin*...................... Secretary since 1999 Vice President of Morgan Stanley & Co. 1221 Avenue of the Americas Incorporated and MSDW Investment New York, New York 10020 Management; Officer of various U.S. 3/22/67 registered investment companies managed by MSDW Investment Management; Previously practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP Belinda Brady........................ Treasurer since 1999 Senior Manager, Fund Administration, 73 Tremont Street Chase Global Funds Services Company; Boston, Massachusetts 02108 Treasurer of various U.S. registered 1/23/68 investment companies managed by MSDW Investment Management; Previously with Price Waterhouse LLP Robin Conkey......................... Assistant Treasurer Manager, Fund Administration, Chase 73 Tremont Street since 1999 Global Funds Services Company; Assistant Boston, Massachusetts 02108 Treasurer of various U.S. registered 5/11/70 investment company managed by MSDW Investment Management; Previously with Price Waterhouse LLP
- ------------ * "Interested person" within the meaning of the 1940 Act. Mr. Biggs is chairman, director and managing director of the Manager, and Messrs. Schaaff and Stadler and Ms. Chang and Ms. Mullin are officers of the Manager. + Nominee for election as a Director of one or more Funds at the Meetings. (1) With regard to IIF, Mr. Biggs and Mr. Levin are currently Class II Directors. (2) Messrs. Chase and Croghan have submitted their resignations as Directors of the Funds, effective June 15, 2000. (3) Messrs. Chu, Gerard Jones, La Hausse de la Louviere, Reeves and Reid are currently Directors of IIF only. 8 13 The following table sets forth information regarding beneficial ownership of shares in each Fund owned by the Directors and officers of the Funds and each nominee for election as a Director, as of April 28, 2000. In all cases, the percentage of shares beneficially owned in each Fund by each Director, officer and nominee is under 1% of the outstanding shares of such Fund. This information has been furnished by each Director, officer, and nominee.
NAME LDF MF AFF APF MSD MSF MGB RNE MSY IIF PKF TTF - --------------------- ------ ------ ------ ------ ------ ------ ----- ------ ------ ------ ------- ------ Biggs................ 100 100 102 100 100 100 100 100 6,666 100 101 100 Schaaff.............. -- 430 -- -- -- -- -- -- -- -- 777 310 Barrett.............. 500 -- 500 500 -- -- -- 500 -- 500 -- -- Chase................ 942 621 729 532 300 634 300 359 400 -- 553 563 Chu.................. -- -- -- -- -- -- -- -- -- -- -- -- Croghan.............. 896 621 1,000 20,000 1,000 70,000 1,852 805 1,666 -- 1,500 4,735 Gerard E. Jones...... -- -- -- -- -- -- -- -- 2,666 1,000 -- -- Graham E. Jones...... 500 2,667 500 700 500 500 500 500 666 500 1,000 1,029 La Hausse de la Louviere........... -- -- -- -- -- -- -- -- -- -- -- -- Levin................ 11,667 8,000 1,000 24,384 10,500 9,000 5,000 13,000 3,667 14,000 17,000 9,000 McNally.............. 7,336 -- -- 1,426 -- -- -- -- -- -- -- -- Morton............... 1,029 1,000 1,305 1,417 1,000 1,000 1,000 1,078 1,066 -- 1,053 1,000 Reeves............... -- -- 5,835 4,700 -- 5,080 -- -- -- 12,000 -- -- Reid................. -- -- 1,000 1,000 -- 650 -- -- -- -- -- -- Robertshaw........... 100 -- -- 120 120 100 -- 50 -- -- -- 160 Stadler.............. -- -- -- -- -- -- -- -- -- -- -- -- Chang................ -- -- -- -- -- -- -- -- -- -- -- -- Mullin............... -- -- -- -- -- -- -- -- -- -- -- -- Brady................ -- -- -- -- -- -- -- -- -- -- -- -- Conkey............... -- -- -- -- -- -- -- -- -- -- -- -- All Directors, Officers, and Nominees as a Group.............. 23,070 13,439 11,971 54,879 13,520 87,064 8,752 16,392 16,797 28,100 21,984 16,897 NAME TKF TOTAL - --------------------- ------ ------- Biggs................ 100 7,869 Schaaff.............. 209 1,726 Barrett.............. -- 2,500 Chase................ 521 6,454 Chu.................. -- -- Croghan.............. 2,608 106,683 Gerard E. Jones...... -- 3,666 Graham E. Jones...... 1,000 10,562 La Hausse de la Louviere........... -- -- Levin................ 9,500 135,718 McNally.............. -- 8,762 Morton............... 1,021 12,969 Reeves............... -- 27,615 Reid................. -- 2,650 Robertshaw........... -- 650 Stadler.............. -- -- Chang................ -- -- Mullin............... -- -- Brady................ -- -- Conkey............... -- -- All Directors, Officers, and Nominees as a Group.............. 14,959 327,824
The following table sets forth information, as of April 28, 2000, regarding the approximate share equivalents owned under deferred fee arrangements (described below) in each Fund by those current Directors of the Funds and nominees for election as Directors who have participated in the deferred fee arrangements described below. The figures indicate share equivalents owned by those current Directors and nominees and held in cash accounts by each Fund on behalf of those current Directors and nominees in connection with the deferred fee arrangements described below. In all cases, the percentage of share equivalents owned under such deferred fee arrangements in each Fund by each such Director and nominee is under 1% of the outstanding shares of such Fund.
NAME LDF MF AFF APF MSD MSF MGB RNE MSY IIF PKF TTF - -------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ Croghan......................... 1,899 3,606 2,260 5,150 2,613 3,007 1,996 844 2,090 -- 5,068 5,060 Graham E. Jones................. -- 705 -- 678 -- 450 -- -- -- -- -- 622 Levin........................... 1,622 3,495 2,039 3,960 4,209 1,990 1,813 844 1,874 3,662 5,794 4,936 Reid............................ -- -- -- -- -- -- -- -- -- 1,251 -- -- All Directors and Nominees as a Group......................... 3,521 7,806 4,299 9,788 6,822 5,447 3,809 1,688 3,964 4,913 10,862 10,618 NAME TKF TOTAL - -------------------------------- ----- ------ Croghan......................... 2,658 36,251 Graham E. Jones................. -- 2,455 Levin........................... 2,374 38,612 Reid............................ -- 1,251 All Directors and Nominees as a Group......................... 5,032 78,569
9 14 For the fiscal year ended December 31, 1999 (October 31, 1999 for TKF), the Directors of the Funds were compensated as stated below: LDF, MGB and TKF paid each of its Directors who is not a director, officer or employee of MSDW Investment Management or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $4,262. Each member of each such Fund's Audit Committee, which consists of such Fund's Directors who are not "interested persons" of the Fund as defined under the 1940 Act, received an additional annual fee of $524 for serving on such committee. PKF and RNE paid each of its Directors who is not a director, officer or employee of MSDW Investment Management or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $4,262. Each member of each of such Fund's Audit Committee, which consists of such Fund's Directors who are not "interested persons" of the Fund as defined under the 1940 Act, received an additional annual fee of $787 for serving on such committee. MF, MSD and MSY paid each of its Directors who is not a director, officer or employee of MSDW Investment Management or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $4,795. Each member of such Fund's Audit Committee, which consists of such Fund's Directors who are not "interested persons" of the Fund as defined under the 1940 Act, received an additional annual fee of $787 for serving on such committee. IIF paid each of its Directors who is not resident in either Mauritius or India and who is not a director, officer or employee of MSDW Investment Management or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $6,000 and an additional fee of $10,000 per meeting in connection with any meeting held in either Mauritius or India that such Director attended in person. Each Director of IIF who is a resident in either Mauritius or India and who is not a director, officer or employee of MSDW Investment Management or its affiliates, received an annual fee of $7,500 per year plus $750 for each meeting such Director attended in person or by telephone. Each of the members of IIF's Audit Committee, which consists of IIF's Directors who are not "interested persons" of IIF as defined under the 1940 Act, will receive an additional annual fee of $1,100 for serving on such committee. AFF, MSF and TTF paid each of its Directors who is not a director, officer or employee of MSDW Investment Management or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $6,393. Each member of each such Fund's Audit Committee, which consists of such Fund's Directors who are not "interested persons" of the Fund as defined under the 1940 Act, received an additional annual fee of $1,154 for serving on such committee. TTF paid Messrs. Kaocharern and Unakul each an annual fee of $8,000 and $900 for each meeting such Director attended in person or by telephone. APF paid each of its Directors who is not a director, officer or employee of MSDW Investment Management or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $10,123. Each member of APF's Audit Committee, which consists of such Fund's Directors who are not "interested persons" of the Fund as defined under the 1940 Act, received an additional annual fee of $1,784 for serving on such committee. Each of the Directors who is not an "affiliated person" of MSDW Investment Management within the meaning of the 1940 Act may enter into a deferred fee arrangement (the "Fee Arrangement") with each Fund, pursuant to which such Director may defer to a later date the receipt of his Director's fees. The deferred fees owed by a Fund are credited to a bookkeeping account maintained by the Fund on behalf of such Director and accrue income from and after the date of credit in an amount equal to the amount that would have been earned had such fees (and all income earned thereon) been invested and reinvested either (i) in shares of the Fund or (ii) at a rate equal to the prevailing rate applicable to 90-day United States Treasury Bills at the beginning of each calendar quarter for which this rate is in effect, whichever method is elected by the Director. Under the Fee Arrangement, deferred Director's fees (including the return accrued thereon) will become payable in cash upon such Director's resignation from the Board of Directors in generally equal annual installments over a period of five years (unless the Fund has agreed to a longer or shorter payment period) beginning on the first day of the year following the year in which such Director's resignation occurred. In the 10 15 event of a Director's death, remaining amounts payable to him under the Fee Arrangement will thereafter be payable to his designated beneficiary; in all other events, a Director's right to receive payments is non-transferable. Under the Fee Arrangement, the Board of Directors of each Fund, in its sole discretion, has reserved the right, at the request of a Director or otherwise, to accelerate or extend the payment of amounts in the deferred fee account at any time after the termination of such Director's service as a director. In addition, in the event of liquidation, dissolution or winding up of the Fund or the distribution of all or substantially all of the Fund's assets and property to its stockholders (other than in connection with a reorganization or merger into another fund advised by MSDW Investment Management), all unpaid amounts in the deferred fee account maintained by the Fund will be paid in a lump sum to the Directors participating in the Fee Arrangement on the effective date thereof. Set forth below is a table showing the aggregate compensation paid by each Fund to each of its Directors, as well as the total compensation paid to each Director of each Fund by all of the Funds and by other U.S. registered investment companies advised by MSDW Investment Management or its affiliates (collectively, the "Fund Complex") for their services as Directors of such investment companies for the fiscal year ended December 31, 1999 (October 31, 1999 for TKF). In all cases, there were no pension or retirement benefits accrued as part of any Fund's expenses. The amounts reflected in the following table include amounts paid by the Fund Complex for services rendered during the fiscal year ended December 31, 1999 (October 31, 1999 for TKF), regardless of whether such amounts were actually received by the Directors during such fiscal year.
NAME OF DIRECTORS LDF MF AFF APF MSD MSF MGB RNE MSY IIF PKF - ---------------------- ------ ------ ------ ------- ------ ------ ------ ------ ------ ------- ------ Biggs(1).............. -- -- -- -- -- -- -- -- -- -- -- Schaaff(1)............ -- -- -- -- -- -- -- -- -- -- -- Klein(1)(2)........... -- -- -- -- -- -- -- -- -- -- -- Barrett(3)............ -- -- -- -- -- -- -- -- -- -- -- Chase(2).............. $4,787 $5,582 $7,547 $11,907 $5,582 $7,547 $4,787 $5,049 $5,582 -- $5,049 Chu................... -- -- -- -- -- -- -- -- -- $10,500 -- Croghan(2)(4)......... 4,262 4,795 6,393 10,123 4,795 6,393 4,262 4,262 4,795 -- 4,262 Gill(2)(4)............ 4,787 5,582 7,547 11,907 5,582 7,547 4,787 5,049 5,582 -- 5,049 Gerard E. Jones....... -- -- -- -- -- -- -- -- -- 7,100 -- Graham E. Jones(4).... 4,787 5,582 7,547 11,907 5,582 7,547 4,787 5,049 5,582 -- 5,049 Kaocharern(2)......... -- -- -- -- -- -- -- -- -- -- -- LaHausse de la Louviere............. -- -- -- -- -- -- -- -- -- 10,500 -- Levin(4).............. 4,262 4,795 6,393 10,123 4,795 6,393 4,262 4,262 4,795 7,100 4,262 McNally(3)............ -- -- -- -- -- -- -- -- -- -- -- Morton................ 4,262 4,795 6,393 10,123 4,795 6,393 4,262 4,262 4,795 -- 4,262 Reeves................ -- -- -- -- -- -- -- -- -- 7,100 -- Reid(4)............... -- -- -- -- -- -- -- -- -- 7,100 -- Robertshaw(3)......... -- -- -- -- -- -- -- -- -- -- -- Unakul(2)............. -- -- -- -- -- -- -- -- -- -- -- NUMBER TOTAL OF FUNDS COMPENSATION IN FUND FROM FUNDS COMPLEX AND FUND FOR COMPLEX WHICH PAID TO DIRECTOR NAME OF DIRECTORS TTF TKF DIRECTORS SERVES(5) - ---------------------- ------- ------ ------------ --------- Biggs(1).............. -- -- -- 16 Schaaff(1)............ -- -- -- 16 Klein(1)(2)........... -- -- -- 16 Barrett(3)............ -- -- $65,000 3 Chase(2).............. $ 7,547 $4,787 75,753 12 Chu................... -- -- 10,500 1 Croghan(2)(4)......... 6,393 4,262 64,997 12 Gill(2)(4)............ 7,547 4,787 75,753 12 Gerard E. Jones....... -- -- 72,100 4 Graham E. Jones(4).... 7,547 4,787 75,753 12 Kaocharern(2)......... 11,600 -- 11,600 1 LaHausse de la Louviere............. -- -- 10,500 1 Levin(4).............. 6,393 4,262 72,097 13 McNally(3)............ -- -- 75,000 3 Morton................ 6,393 4,262 64,997 12 Reeves................ -- -- 82,100 4 Reid(4)............... -- -- 72,100 4 Robertshaw(3)......... -- -- 75,000 3 Unakul(2)............. 11,600 -- 11,600 1
- ------------ (1) "Interested person" of the Fund within the meaning of the 1940 Act. (2) Mr. Klein resigned as Director and President of the Funds effective as of March 2, 2000. Mr. Gill retired as Director of the Funds as of December 31, 1999. Messrs. Chase and Croghan have submitted their resignations as Directors of the Funds effective June 15, 2000. Messrs. Kaocharern and Unakul resigned as Directors of TTF effective as of December 31, 1999. (3) Messrs. Barrett, McNally, and Robertshaw received compensation in the totals shown above for service on the Boards of Directors of the Open-End Funds within the Fund Complex. (4) Of the amounts shown in this table, Messrs. Croghan, Levin and Reid deferred all of their aggregate compensation from the Funds and the Fund Complex pursuant to the Fee Arrangement described above. Mr. Gill deferred all of his aggregate compensation from MSD, MGB and MSY pursuant to the Fee Arrangement. Payments under the Fee Arrangement to a Director will be based on the number of share equivalents a Director holds. For the number of share equivalents held by each current Director who has participated in the Fee Arrangement, please refer to the table on pg. 9 of this joint proxy statement. (5) Indicates the total number of boards of directors of investment companies in the Fund Complex, including all of the Funds, on which the Director served at any time during the fiscal year ended December 31, 1999. 11 16 At a meeting of the Boards of Directors of the Funds held on April 19, 2000, the Funds each adopted the following compensation plan for Directors for each Fund beginning July 1, 2000. The Funds will pay each of the Directors who is not an "interested person" an annual aggregate fee of $75,000, plus out-of-pocket expenses, for service on all Boards of Directors of the Funds and on any Fund committees. Directors' fees for each year will be allocated among the Funds and the Open-End Funds in proportion to their respective average net assets during the year. In addition, IIF will pay each of its Directors who is not resident in either Mauritius or India and who is not a director, officer or employee of MSDW Investment Management or its affiliates a fee of $10,000 per meeting in connection with any meeting held in either Mauritius or India that such Director attends in person. Each Director of IIF who is a resident in either Mauritius or India and who is not a director, officer or employee of MSDW Investment Management or its affiliates, will receive an annual fee of $7,500 per year plus $750 for each meeting such Director attended in person or by telephone. Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires that each Fund's officers and directors, and persons who own more than ten percent of a registered class of each Fund's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission") and the New York Stock Exchange, Inc. The Manager assumes responsibility for filing such reports for each Fund's officers and directors and believes that all required reports under Section 16(a) have been filed on a timely basis for each Fund's officers and directors except that a report for Mr. Biggs was not filed on a timely basis due to an administrative error by the Manager. The election of the nominees for election as Directors of each Fund requires the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. Under each Fund's By-Laws, except for TTF and MF, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast thereat shall constitute a quorum. Under the By-Laws of TTF and MF, the presence in person or by proxy of stockholders entitled to cast one-third of the votes entitled to be cast thereat shall constitute a quorum. For this purpose, abstentions and broker non-votes will be counted in determining whether a quorum is present at a Meeting, but will not be counted as votes cast at such Meeting. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THAT FUND SET FORTH ABOVE. SELECTION OF INDEPENDENT ACCOUNTANTS (PROPOSAL NO. 2) The Board of Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund as defined in the 1940 Act, has selected PricewaterhouseCoopers LLP as independent accountants for each Fund for the fiscal year ending December 31, 2000 (October 31, 2000 for TKF). The ratification of the selection of independent accountants is to be voted on at the Meetings, and it is intended that the persons named in the accompanying Proxy will vote for ratification of PricewaterhouseCoopers LLP's appointment. PricewaterhouseCoopers LLP acts as the independent accountants for certain of the other investment companies advised by MSDW Investment Management. Although it is not expected that a representative of PricewaterhouseCoopers LLP will attend the Meetings, a representative will be available by telephone to respond to stockholder questions, if any. The Board's policy regarding engaging independent accountants' services is that management may engage each Fund's principal independent accountants to perform any services normally provided by independent accounting firms, provided that such services meet any and all of the independence requirements of the American Institute of Certified Public Accountants, the Independence Standards Board and the Commission. In accordance with this policy, each Fund's Audit Committee reviews and approves all services provided by the independent accountants prior to their being rendered. Each Fund's Audit Committee receives a report from the Fund's independent public accountants relating to all services that have been performed by the Funds' independent accountants for the Fund and its Manager and affiliates of the Manager. The ratification of the selection of independent accountants requires the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. For this purpose, abstentions and broker non-votes 12 17 will be counted in determining whether a quorum is present at a Meeting, but will not be counted as votes cast at such Meeting. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS To the knowledge of the management of each Fund, the following persons owned beneficially more than 5% of the noted Fund's outstanding shares at April 14, 2000:
NAME AND ADDRESS OF AMOUNT AND NATURE OF FUND BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS - ------------ ------------------------------- ------------------------------- ---------------- LDF......... Morgan Stanley Dean Witter & 70,692 shares with shared 8.65% Co. voting power and shared 1585 Broadway dispositive power; 945,813 New York, New York 10036 shares with shared dispositive power but no voting power(1) Morgan Stanley Dean Witter 794,218 shares with shared 6.76% Investment Management Inc. dispositive power but no voting 1221 Avenue of the Americas power(1) New York, New York 10020 Lazard Freres & Co. LLC 1,335,800 shares with sole 15.62% 30 Rockefeller Plaza voting power and sole New York, New York 10020 dispositive power(2) MF.......... President and Fellows of 892,500 shares with sole voting 5.3% Harvard College power and sole dispositive c/o Harvard Management power(3) Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 AFF......... City of London Investment Group 3,264,327 shares with sole 23.5% PLC voting power and sole 10 Eastcheap dispositive power(4) London EC3M ILX England President and Fellows of 3,565,183 shares with sole 23.5% Harvard College voting power and sole c/o Harvard Management dispositive power(4) Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 APF......... Tattersall Advisory Group Inc. 4,534,700 shares with sole 6.6% 6620 W. Broad Street voting power and sole Suite 300 dispositive power(5) Richmond, Virginia 23230-1720 MSD......... J.P. Morgan & Co. Incorporated 1,931,922 shares with sole 8.8% 60 Wall Street dispositive power but no voting New York, New York 10260 power(4) MSF......... Morgan Stanley Dean Witter & 504,154 shares with shared 5.2% Co. voting power and shared 1585 Broadway dispositive power; 607,166 New York, New York 10036 shares with shared dispositive power but no voting power(7)
13 18
NAME AND ADDRESS OF AMOUNT AND NATURE OF FUND BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS - ------------ ------------------------------- ------------------------------- ---------------- MSF......... President and Fellows of 2,389,900 shares with sole 11.7% Harvard College voting power and sole c/o Harvard Management dispositive power(8) Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 RNE......... Morgan Stanley Dean Witter & 444,109 shares with shared 11.35% Co. voting power and shared 1585 Broadway dispositive power; 96,845 New York, New York 10036 shares with shared dispositive power but no voting power(7) Morgan Stanley & Co. 362,106 shares with shared 7.6% International Limited voting power and shared 25 Cabot Square dispositive power(7) Canary Wharf London E14 4QA England The State Teachers Retirement 269,000 shares with sole voting 5.64% Board of Ohio power and sole dispositive 275 East Broad Street power(9) Columbus, Ohio 43215 IIF......... City of London Investment Group 2,027,000 shares with sole 6.22% PLC voting power and sole 10 Eastcheap dispositive power(6) London EC3M ILX England President and Fellows of 4,888,460 shares with sole 14.6% Harvard College voting power and sole c/o Harvard Management dispositive power(8) Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 PKF......... United Nations Joint Staff 456,000 shares with shared 10.23% Pension Fund voting power and shared United Nations, New York dispositive power(10) 10017 Fiduciary Trust Company 456,000 shares with shared 10.23% International voting power and shared Two World Trade Center dispositive power(11) New York, New York 10048 TKF......... United Nations Joint Staff 650,000 shares with shared 9.23% Pension Fund voting power and shared United Nations, New York dispositive power(10) 10017 Fiduciary Trust Company 650,000 shares with shared 9.23% International voting power and shared Two World Trade Center dispositive power(10) New York, New York 10048 The State Teachers Retirement 569,600 shares with sole voting 8.68% Board of Ohio power and sole dispositive 275 East Broad Street power(12) Columbus, Ohio 43215
14 19
NAME AND ADDRESS OF AMOUNT AND NATURE OF FUND BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS - ------------ ------------------------------- ------------------------------- ---------------- TKF......... Kuwait Investment Authority 900,000 shares with sole voting 12.77% P.O. Box 38346 power and sole dispositive Dahieh Abdullah Al Salem power(13) Kuwait City, Kuwait 72254 City of London Investment Group 741,100 shares with sole voting 11.29% PLC power and sole dispositive 10 Eastcheap power(14) London EC3M ILX England
- ------------ (1) Based on a Schedule 13G/A filed with the Commission on February 9, 2000. (2) Based on a Schedule 13G/A filed with the Commission on January 5, 2000. (3) Based on a Schedule 13G filed with the Commission on February 12, 1999. (4) Based on a Schedule 13G/A filed with the Commission on February 14, 2000. (5) Based on a Schedule 13G/A filed with the Commission on March 24, 1999. (6) Based on a Schedule 13G filed with the Commission on February 14, 2000. (7) Based on a Schedule 13G/A filed with the Commission on February 5, 1999. (8) Based on a Schedule 13G/A filed with the Commission on February 11, 2000. (9) Based on a Schedule 13G filed with the Commission on February 10, 2000. (10) Based on a Schedule 13G/A filed with the Commission on February 3, 1997. (11) Based on a Schedule 13G/A filed with the Commission on January 31, 1997. (12) Based on a Form 3 filed with the Commission on February 25, 2000 and a Schedule 13G filed with the Commission on January 27, 2000. (13) Based on a Schedule 13G filed with the Commission on November 2, 1992. (14) Based on a Schedule 13G filed with the Commission on April 10, 2000. OTHER MATTERS No business other than as set forth herein is expected to come before any Meeting, but should any other matter requiring a vote of stockholders arise, including any question as to an adjournment of the Meeting for a Fund, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interests of the Fund. STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING A stockholder's proposal intended to be presented at a Fund's Annual Meeting of Stockholders in 2001 must be received by such Fund on or before January 4, 2001, in order to be included in the Fund's proxy statement and form of proxy relating to that meeting. Any stockholder who desires to bring a proposal at a Fund's Annual Meeting of Stockholders in 2001, without including such proposal in the Fund's proxy statement, must deliver written notice thereof to the Secretary of such Fund not before March 17, 2001 and not later than April 16, 2001, in the manner and form required by that Fund's By-Laws. MARY E. MULLIN Secretary Dated: May 4, 2000 STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 15 20 FORM OF PROXY MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints HAROLD J. SCHAAFF, JR., STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 14, 2000 at the Annual Meeting of Stockholders to be held on June 15, 2000, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. The undersigned acknowledges receipt of the Joint Proxy Statement dated May 4, 2000. [X] PLEASE MARK YOUR VOTES AS IN THIS SAMPLE. 1. Election of the following nominees as Directors: FOR WITHHELD [ ] [ ] Class I Nominees: Andrew McNally IV, Frederick O. Robertshaw, Harold J. Schaaff, Jr. and Fergus Reid [ ] [ ] Class II Nominees: Graham E. Jones, John D. Barrett II and Samuel T. Reeves [ ] [ ] Class III Nominee: Gerard E. Jones ------------------------------------------------------------ For all nominees except as noted above
2. Ratification of the selection of PricewaterhouseCoopers LLP as independent accountants. [ ] FOR [ ] AGAINST [ ] ABSTAIN (Continued and to be Signed and Dated on Reverse Side.) See Reverse Side 21 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND SET FORTH ABOVE AND IN FAVOR OF PROPOSAL NO. 2. MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ] Date: , 2000 ---------------------------------- ------------------------------------ ------------------------------------ Signatures(s) PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT SHOULD SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----