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Morgan Stanley Emerging Markets Fund, Inc. Announces Reorganization into Morgan Stanley Institutional Fund, Inc. – Emerging Markets Portfolio

October 4, 2018

NEW YORK--(BUSINESS WIRE)--Oct 4, 2018--Morgan Stanley Emerging Markets Fund, Inc. (NYSE: MSF) (the “Fund”) announced that, after considering the recommendation of the Fund’s investment adviser, the Board of Directors of the Fund determined that it would be in the best interest of stockholders of the Fund to approve an Agreement and Plan of Reorganization by and between the Fund and Morgan Stanley Institutional Fund, Inc., on behalf of its series Emerging Markets Portfolio (“MSIF Emerging Markets”), pursuant to which substantially all of the assets and liabilities of the Fund would be transferred to MSIF Emerging Markets and stockholders of the Fund would become stockholders of MSIF Emerging Markets, receiving shares of common stock of MSIF Emerging Markets equal to the value of their holdings in the Fund (the “Reorganization”). Upon execution of the Reorganization, shares of the Fund would cease to trade on the New York Stock Exchange; however, after the Reorganization, shares of MSIF Emerging Markets may be purchased and redeemed at the option of stockholders at net asset value on a daily basis, subject to the terms described in the registration statement for MSIF Emerging Markets.

The Reorganization is subject to certain conditions, including stockholder approval and customary closing conditions. The Reorganization of the Fund will be submitted for stockholder approval at a special meeting of stockholders (the “Meeting”) scheduled to be held on January 7, 2019, and any adjournments or postponements thereof, to stockholders of record on November 6, 2018. Further information about the Reorganization will be included in a proxy statement/prospectus expected to be mailed to stockholders in the fourth quarter of 2018.

Any solicitation of proxies by the Fund in connection with the Meeting will be made only pursuant to separate proxy materials filed with the U.S. Securities and Exchange Commission (the “SEC”) under applicable federal securities laws. Because the proxy statement/prospectus will contain important information, including a more detailed description of the Agreement and Plan of Reorganization, stockholders are urged to read these materials carefully when they become available. The Fund and the Board of Directors may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Meeting. The Fund plans to file a proxy statement/prospectus with the SEC in connection with the solicitation of proxies for the Meeting. Information regarding the names of the Fund’s Directors is set forth in the Fund’s December 31, 2017 annual report to stockholders, which may be obtained free of charge at the SEC’s website at  www.sec.gov. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents to be filed with the SEC in connection with the Meeting.

Promptly after filing its definitive proxy statement/prospectus for the Meeting with the SEC, the Fund will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the Meeting.  The Fund urges stockholders to read the proxy statement/prospectus (including any supplements thereto) and any other relevant documents that the Fund will file with the SEC when they become available because they will contain important information.  Stockholders will be able to obtain, free of charge, copies of the proxy statement/prospectus and any other documents filed by the Fund with the SEC in connection with the Meeting at the SEC’s website at  www.sec.gov, by calling 1-800-231-2608 or by writing to the Fund at 522 Fifth Avenue, New York, New York 10036.

The Fund is a diversified, closed-end management investment company that seeks long-term capital appreciation through investments primarily in emerging country equity securities.

Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 645 investment professionals around the world and $474 billion in assets under management or supervision as of June 30, 2018. Morgan Stanley Investment Management strives to provide outstanding long-term investment performance, service and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide. For further information about Morgan Stanley Investment Management, please visit www.morganstanley.com/im.

About Morgan Stanley

Morgan Stanley (NYSE: MS) is a leading global financial services firm providing investment banking, securities, wealth management and investment management services. With offices in more than 41 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit www.morganstanley.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.

Investing involves risk and it is possible to lose money on any investment in the Fund.

View source version on businesswire.com:https://www.businesswire.com/news/home/20181004005734/en/

CONTACT: Morgan Stanley Investment Management

800.231.2608

KEYWORD: UNITED STATES NORTH AMERICA NEW YORK

INDUSTRY KEYWORD: PROFESSIONAL SERVICES BANKING FINANCE

SOURCE: Morgan Stanley Investment Management

Copyright Business Wire 2018.

PUB: 10/04/2018 04:30 PM/DISC: 10/04/2018 04:30 PM

http://www.businesswire.com/news/home/20181004005734/en

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