-----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, GwowlOxVLMEt77unkpS0njTHwiHBsXCIs73h4jGT/C083D3WIrshxz9f0V0z8IDK j1ZGhlXv5rwonz/dCLohgw== 0000950123-96-002189.txt : 19960513 0000950123-96-002189.hdr.sgml : 19960513 ACCESSION NUMBER: 0000950123-96-002189 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960605 FILED AS OF DATE: 19960510 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY 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: 1934 Act SEC FILE NUMBER: 811-08388 FILM NUMBER: 96560378 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 INVESTMENT FUND INC DATE OF NAME CHANGE: 19940316 DEF 14A 1 DEFINITIVE PROXY STATEMENT 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 Rule 14a-11(c) or Rule 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), 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 of Morgan Stanley Asia-Pacific Fund, Inc. (the "Fund") will be held on Wednesday, June 5, 1996, at 10:30 A.M. (New York time), in Conference Room 3 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 three years. 2. To ratify or reject the selection by the Board of Directors of Price Waterhouse LLP as independent accountants for the Fund for the fiscal year ending December 31, 1996. 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 26, 1996 are entitled to notice of, and to vote at, this Meeting or any adjournment thereof. VALERIE Y. LEWIS Secretary Dated: May 10, 1996 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 Wednesday, June 5, 1996, at 10:30 A.M. (New York time), in Conference Room 3 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 10, 1996. 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 the nominees for Directors and FOR ratification of Price Waterhouse LLP as independent accountants of the Fund for the fiscal year ending December 31, 1996. Abstentions and broker non-votes are each included in the determination of the number of shares present at the Meeting. The close of business on April 26, 1996 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 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, 1995, 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 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 Fund's administrator, The Chase Manhattan Bank, N.A. ("Chase Bank"), and provides administrative services to the Fund. The business address of Chase Bank is One Chase Manhattan Plaza, New York, New York 10081, and the business address of Chase Global Funds Services Company 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, three Directors will be elected to hold office for a term of three years 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 Peter J. Chase, David B. Gill and Warren J. Olsen as Class I 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 Class I directors of such other investment companies the same people nominated to be Class I Directors of the Fund. Accordingly, if elected, all of the nominees for Directors of the Fund also will act as directors of Morgan Stanley Africa Investment Fund, Inc., The Brazilian Investment Fund, Inc., The Latin American Discovery Fund, Inc., The Malaysia 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 enhances 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 for the MSAM closed-end funds. Pursuant to the Fund's By-Laws, the terms of office of the Directors are staggered. The Board of Directors is divided into three classes, designated Class I, Class II and Class III, with each class having a term of three years. Each year the term of one class expires. Class I consists of Peter J. Chase, David B. Gill and Warren J. Olsen. Class II consists of John W. Croghan, Graham E. Jones and Frederick B. Whittemore. Class III consists of Barton M. Biggs, John A. Levin and William G. Morton, Jr. Only the Directors in Class I are being considered for election at this Meeting. Pursuant to the 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. 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 John W. Croghan, John A. Levin and William G. Morton, Jr., none of whom is an "interested person" as defined under the Investment Company Act of 1940, as amended (the "1940 Act"). The Chairman of the Audit Committee is Mr. Levin. The Audit Committee met twice during the fiscal year ended December 31, 1995. The Board of Directors does not have nominating or compensation committees or other committees performing similar functions. 2 5 There were four meetings of the Board of Directors held during the fiscal year ended December 31, 1995. For the fiscal year ended December 31, 1995, each current Director, during his tenure, attended at least seventy-five percent of the aggregate number of meetings of the Board and of any committee on which he served. 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 the Directors and executive officers of the Fund is set forth below:
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE - ------------------------------- ---------------- ---------------------------- --- ----------- ------------ ---------- Barton M. Biggs*............... Director and Chairman, Director and 63 40,283 -- *** 1221 Avenue of the Americas Chairman of Managing Director of New York, New York 10020 the Board Morgan Stanley Asset since 1994 Management Inc. and Chairman and Director of Morgan Stanley Asset Management Limited; Managing Director of Morgan Stanley & Co. Incorporated; Director of Morgan Stanley Group Inc.; Member of the Investment Advisory Council of The Thailand Fund; Director of the Rand McNally Company; member of the Yale Development Board; Director and Chairman of the Board of sixteen U.S. registered investment companies managed by Morgan Stanley Asset Management Inc. Peter J. Chase................. Nominee; Chairman and Chief Financial 63 672 0 *** 1441 Paseo De Peralta Director since Officer, High Mesa Santa Fe, New Mexico 87501 1994 Technologies, LLC; Chairman of CGL, Inc.; Director of twelve U.S. registered investment companies managed by Morgan Stanley Asset Management Inc.; Member of the Investment Advisory Council of The Thailand Fund.
3 6
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE - ------------------------------- ---------------- ---------------------------- --- ----------- ------------ ---------- John W. Croghan................ Director since Chairman of Lincoln Capital 65 20,000 1,117 *** 200 South Wacker Drive 1994 Management Company; Chicago, Illinois 60606 Director of St. Paul Bancorp, Inc. and Lindsay Manufacturing Co.; Director of twelve U.S. registered investment companies managed by Morgan Stanley Asset Management Inc. Previously Director of Blockbuster Entertainment Corporation. David B. Gill.................. Nominee; Director of twelve U.S. 69 668 0 *** 3042 Cambridge Place, N.W. Director since registered investment Washington, D.C. 20007 1995 companies managed by Morgan Stanley Asset Management Inc.; Director of the Mauritius Fund Limited; Director of Moneda Chile Fund Limited; Member of the Investment Advisory Council of The Thailand Fund; Chairman of the Advisory Board of Advent Latin American Private Equity Fund; Chairman and Director of Norinvest Bank; Director of Surinvest International Limited; Director of National Registry Company. Previously Director of Capital Markets Department of the International Finance Corporation; Trustee, Batterymarch Finance Management; Chairman and Director of Equity Fund of Latin America S.A. and Director of Commonwealth Equity Fund Limited; and Director of Global Securities, Inc.
4 7
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE - ------------------------------- ---------------- ---------------------------- --- ----------- ------------ ---------- Graham E. Jones................ Director since Senior Vice President of BGK 63 0 277 *** P.O. Box 428 1995 Properties; Trustee of Arroyo Seco, New Mexico 87514 nine funds managed by Weiss, Peck & Greer; Trustee of eleven funds managed by Morgan Grenfell Capital Management Incorporated; Director of twelve U.S. registered investment companies managed by Morgan Stanley Asset Management Inc.; Member of the Investment Advisory Council of The Thailand Fund. Previously Chief Financial Officer of Practice Management Systems, Inc. John A. Levin.................. Director since President of John A. Levin & 57 5,334 96 *** One Rockefeller Plaza 1995 Co., Inc.; Director of New York, New York 10020 thirteen U.S. registered investment companies managed by Morgan Stanley Asset Management Inc. William G. Morton, Jr.......... Director since Chairman and Chief Executive 59 1,335 0 *** 1 Boston Place 1995 Officer of Boston Stock Boston, Massachusetts 02108 Exchange; Director of Tandy Corporation; Director of twelve U.S. registered investment companies managed by Morgan Stanley Asset Management Inc. Warren J. Olsen*............... Nominee; Principal of Morgan Stanley 39 0 -- *** 1221 Avenue of the Americas Director and & Co. Incorporated and New York, New York 10020 President Morgan Stanley Asset since 1994 Management Inc.; Director and President of sixteen U.S. registered investment companies managed by Morgan Stanley Asset Management Inc. Frederick B. Whittemore*....... Director and Advisory Director of Morgan 65 0 -- *** 1585 Broadway Vice- Chairman Stanley & Co. New York, New York 10036 since 1995 Incorporated; Chairman for the United States National Committee for Pacific Economic Cooperation; Director and Vice-Chairman of fifteen U.S. registered investment companies managed by Morgan Stanley Asset Management Inc. Previously Managing Director of Morgan Stanley & Co. Incorporated.
5 8
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE - ------------------------------- ---------------- ---------------------------- --- ----------- ------------ ---------- James W. Grisham*.............. Vice President Principal of Morgan Stanley 54 179 -- *** 1221 Avenue of the Americas since 1994 & Co. Incorporated and New York, New York 10020 Morgan Stanley Asset Management Inc.; Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Harold J. Schaaff, Jr.*........ Vice President Principal of Morgan Stanley 35 0 -- *** 1221 Avenue of the Americas since 1994 & Co. Incorporated and New York, New York 10020 Morgan Stanley Asset Management Inc.; General 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 41 0 -- *** 1221 Avenue of the Americas since 1994 Stanley & Co. Incorporated New York, New York 10020 and Morgan Stanley Asset Management 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 40 0 -- *** 1221 Avenue of the Americas since 1994 Stanley & Co. Incorporated New York, New York 10020 and Morgan Stanley Asset Management Inc.; Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Previously with Citicorp. James R. Rooney................ Treasurer Assistant Vice President and 37 0 -- *** 73 Tremont Street since 1994 Manager of Fund Boston, Massachusetts 02108 Administration, Chase Global Funds Services 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.
6 9
COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE - ------------------------------- ---------------- ---------------------------- --- ----------- ------------ ---------- Joanna M. Haigney.............. Assistant Supervisor, Fund Administra- 29 0 -- *** 73 Tremont Street Treasurer tion, Chase Global Funds Boston, Massachusetts 02108 since 1995 Services Company; Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Pre- viously Audit Supervisor, Coopers & Lybrand LLP. ----------- ----- --- All Directors and Officers as a Group........................................ 68,471 1,490 *** =========== ============ ==========
- --------------- * "Interested person" within the meaning of the 1940 Act. Mr. Biggs is chairman, director and managing director of the Manager, 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 owns a beneficial interest in Morgan Stanley Group Inc. ** This information has been furnished by each Director and officer. *** Less than 1%. + Indicates share equivalents owned by the Directors and held in bookkeeping accounts by the Fund on behalf of the Directors in connection with the deferred fee arrangements described below. Each officer of the Fund will hold such office until a successor has been duly elected and qualified. The Fund pays each of its Directors who is not a director, officer or employee of MSAM or its affiliates, in addition to certain out-of-pocket expenses, an annual fee of $9,000. Each of the members of the Fund's Audit Committee receives an additional fee of $1,700 for serving on such committee. Aggregate fees and expenses paid or payable to the Board of Directors for the fiscal year ended December 31, 1995 were approximately $101,000. Each of the Directors who is not an "affiliated person" of MSAM within the meaning of the 1940 Act 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 7 10 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 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, John W. Croghan, Graham E. Jones and John A. Levin are the only Directors who have entered into the Fee Arrangement with the Fund. Set forth below is a table showing the aggregate compensation paid or payable by the Fund to each of its Directors, as well as the total compensation paid to each Director 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 for the fiscal year ended December 31, 1995.
PENSION OR RETIREMENT TOTAL NUMBER OF AGGREGATE BENEFITS COMPENSATION FUNDS IN COMPENSATION ACCRUED FROM FUND AND FUND COMPLEX FROM AS PART OF THE FUND COMPLEX PAID FOR WHICH NAME OF DIRECTOR FUND(2)(3) FUND'S EXPENSES TO DIRECTOR(2)(4) DIRECTOR SERVES(5) - -------------------------- ------------ --------------- ----------------- ------------------ Barton M. Biggs(1) $ 0 None $ 0 16 Frederick B. Whittemore(1) 0 None 28,254 15 Warren J. Olsen(1) 0 None 0 16 John D. Barrett, II(6) 6,000 None 38,501 4 Peter J. Chase 12,100 None 47,300 12 John W. Croghan 12,510 None 48,645 12 David B. Gill 4,500 None 46,719 12 Graham E. Jones 4,506 None 47,673 12 John A. Levin 5,350 None 49,546 13 Andrew McNally, IV(6) 7,243 None 40,031 5 William G. Morton, Jr. 5,350 None 48,400 12
- --------------- (1) "Interested persons" of the Fund within the meaning of the 1940 Act. Messrs. Biggs and Olsen do not receive any compensation from the Fund or any other investment company in the Fund Complex for their services as a director of such investment companies. (2) The amounts reflected in this table include amounts payable by the Fund and the Fund Complex for services rendered during the fiscal year ended December 31, 1995, regardless of whether such amounts were actually received by the Directors during such fiscal year. (3) Mr. Croghan earned $12,510 and Mr. Jones earned $1,831 in deferred compensation from the Fund, pursuant to the deferred fee arrangements described above, including any capital gains or losses or interest associated therewith, during the fiscal year ended December 31, 1995. Such amounts are included in these Directors' respective aggregate compensations from the Fund reported in this table. (4) Mr. Croghan earned $35,657, Mr. Gill earned $26,719, Mr. Jones earned $21,723 and Mr. Levin earned $21,796 in deferred compensation from the Fund and the Fund Complex, pursuant to the deferred fee arrangements described above, including any capital gains or losses or interest associated therewith, during the fiscal year ended December 31, 1995. Such amounts are included in these Directors' respective aggregate compensation from the Fund and the Fund Complex reported in this table. (5) Indicates the total number of boards of directors of investment companies in the Fund Complex, including the Fund, on which the Director served at any time during the fiscal year ended December 31, 1995. (6) Messrs. Barrett and McNally served as Directors of the Fund until the expiration of their terms on June 26, 1995. As of the date hereof, Messrs. Barrett and McNally serve as directors on three boards of directors of investment companies 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 (the "Commission") and the New York Stock Exchange, Inc. Certain Forms 3--Initial Statement of Beneficial Ownership of Securities, 4--Statement of Changes of Beneficial Ownership of Securities and 5--Annual Statement of Beneficial Ownership of Securities were filed late by management of the Fund, which had undertaken to file such forms on behalf of the Directors and officers of the Fund. A Form 3 was filed late for each of Messrs. Gill, Jones, Levin, Morton and Whittemore. A Form 5 was filed late for each of Mr. Biggs with respect to five transactions in the Fund's shares (including two transactions which were not reported on a Form 4) and Messrs. Chase and Gill, each with respect to one transaction in the Fund's shares. The election of Messrs. Chase, Gill and Olsen 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 THREE 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, 1996. 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 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. 9 12 THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS To the knowledge of the Fund's management, the following person owned beneficially more than 5% of the Fund's outstanding shares at April 26, 1996:
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - ----------------------------------- --------------------------------------- -------- Morgan Stanley Group Inc........... 2,173,332 shares, with shared voting 5.13% 1585 Broadway power and shared dispositive power; New York, New York 10036 579,231 shares with no voting power and shared dispositive power*
- --------------- * Based on a Schedule 13G filed by Morgan Stanley Group Inc. with the Commission on February 12, 1996. 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 FOR 1997 ANNUAL MEETING A stockholder's proposal intended to be presented at the Fund's Annual Meeting of Stockholders in 1997 must be received by the Fund on or before January 10, 1997, 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 10, 1996 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 MORGAN STANLEY ASIA-PACIFIC FUND, INC. P C/O MORGAN STANLEY ASSET MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS R NEW YORK, NEW YORK 10020 O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS X The undersigned hereby constitutes and appoints WARREN J. OLSEN, VALERIE Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies Y 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 26, 1996 at the Annual Meeting of Stockholders to be held on June 5, 1996, 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 10, 1996. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.) ----------- SEE REVERSE SIDE ----------- 14 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FOR WITHHELD 1. Election of the following nominees as Directors: [ ] [ ] Class I Nominees: Peter J. Chase, David B. Gill and Warren J. Olsen ------------------------------------------------------------------- For all nominees except as noted above FOR AGAINST ABSTAIN 2. Ratification of the selection of Price 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 Nominees and in favor of Proposal No. 2. Please sign exactly as your name appears. When shares are held by joint tenants, each joint tenant should sign. SIGNATURE(S) DATE , 1996 -------------------------------------- ------------- 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-----