Morgan Stanley Emerging Markets Fund, Inc. NYSE: MSF · 4 Morgan Stanley Emerging Markets Fund, Inc. December 31, 2015 Letter to Stockholders (unaudited) (cont’d) • As we have

I N V E S T M E N T M A N A G E M E N T

Morgan StanleyInvestment Management Inc.Adviser

Morgan StanleyEmerging MarketsFund, Inc. NYSE: MSFAnnual ReportDecember 31, 2015

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For additional Fund information, including the Fund’s net asset value pershare and information regarding the investments comprising the Fund’sportfolio, please call toll free 1 (800) 231-2608 or visit our website atwww.morganstanley.com/im. All investments involve risks, including thepossible loss of principal.

© 2016 Morgan Stanley.

Adviser and AdministratorMorgan Stanley Investment Management Inc.522 Fifth AvenueNew York, New York 10036Sub-AdvisersMorgan Stanley Investment Management Limited25 Cabot Square, Canary WharfLondon, E14 4QA, EnglandMorgan Stanley Investment Management Company23 Church Street16-01 Capital Square, Singapore 049481CustodianState Street Bank and Trust CompanyOne Lincoln StreetBoston, Massachusetts 02111Stockholder Servicing AgentComputershare Trust Company, N.A.211 Quality Circle, Suite 210College Station, Texas 77845Legal CounselDechert LLP1095 Avenue of the AmericasNew York, New York 10036Counsel to the Independent DirectorsKramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, New York 10036Independent Registered Public Accounting FirmErnst & Young LLP200 Clarendon StreetBoston, Massachusetts 02116

CEMSFAN

N1409037 EXP 2.28.17

DirectorsFrank L. BowmanKathleen A. DennisNancy C. EverettJakki L. HausslerJames F. HigginsDr. Manuel H. JohnsonJoseph J. KearnsMichael F. KleinMichael E. Nugent, Chair of the BoardW. Allen ReedFergus Reid

OfficersJohn H. GernonPresident and PrincipalExecutive OfficerStefanie V. Chang YuChief Compliance OfficerJoseph C. BenedettiVice PresidentFrancis J. SmithTreasurer and PrincipalFinancial OfficerMary E. MullinSecretary

Morgan Stanley Emerging Markets Fund, Inc.

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December 31, 2015

Table of ContentsLetter to Stockholders ................................................................................................................................................................... 3

Portfolio of Investments.................................................................................................................................................................. 5

Statement of Assets and Liabilities.................................................................................................................................................. 11

Statement of Operations ................................................................................................................................................................ 12

Statements of Changes in Net Assets.............................................................................................................................................. 13

Financial Highlights ........................................................................................................................................................................ 14

Notes to Financial Statements ........................................................................................................................................................ 15

Report of Independent Registered Public Accounting Firm................................................................................................................. 29

Portfolio Management .................................................................................................................................................................... 30

Investment Policy........................................................................................................................................................................... 31

Dividend Reinvestment and Cash Purchase Plan ............................................................................................................................... 36

U.S. Privacy Policy......................................................................................................................................................................... 37

Director and Officer Information ...................................................................................................................................................... 41

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December 31, 2015

Letter to Stockholders (unaudited)PerformanceFor the year ended December 31, 2015, the Morgan Stanley Emerging Markets Fund, Inc. (the “Fund”) had total returns of -10.64%,based on net asset value, and -11.37% based on market value per share (including reinvestment of distributions), compared to itsbenchmark, the MSCI Emerging Markets Net Index (the “Index”)*, which returned -14.92%. On December 31, 2015, the closingprice of the Fund’s shares on the New York Stock Exchange was $12.85, representing a 10.1% discount to the Fund’s net asset valueper share. Past performance is no guarantee of future results.

Factors Affecting Performance• Emerging markets equities underperformed in 2015, with the Index returning -14.92% versus the MSCI World Index’s flat

return of -0.87%. Over the course of the year, markets grew increasingly concerned about China’s slowing economy and waningliquidity with the Federal Reserve interest rate hike looming, both of which put downward pressure on global growth. Whilecommodity prices declined, providing a windfall to the consumer, corporate profits hit multi-year lows. Markets that suffered themost in 2015 were commodity exporters such as Colombia, Peru, Brazil and South Africa. Political issues in Greece, Brazil,Turkey and Poland also weighed heavily on markets.

• Positive contributors to the Fund’s performance during the period included our stock selection in India, South Africa, China andTaiwan. Both an overweight allocation and stock selection in Eastern Europe added value, as did an underweight allocation andstock selection in Brazil. Additionally, a hedge on the Fund’s euro exposure, managed using foreign exchange futures, wasbeneficial to performance.

• Key detractors from performance included the Fund’s position in Korea, where stock selection and an underweight allocationwere unfavorable. Stock selection and a neutral allocation in both Colombia and Peru also hampered returns.

Management Strategies• Several factors are likely to contribute to continued market volatility for some time in 2016: comprehension of China’s true

economic growth trajectory, reaction to potential additional devaluation of China’s currency, and further adjustment to theconsequences of the U.S. Federal Reserve’s rate increase path. But we think emerging market equities are heading toward aneventual important turning point, even if precise timing is difficult to determine. Presently, emerging market valuations inaggregate appear attractive, trading at about a 30% discount to developed equities — not as deep as the 50% discount seen in the1997-98 period, but below their 20-year average discount of over 20%.i But as a catalyst, we think what will drive emergingmarket equities at some point, perhaps later this year, is when the market focuses on economic growth inflections shifting infavor of emerging markets relative to developed markets. Historically, the best time to buy emerging markets, as an asset class,has been when their gross domestic product growth rates were increasing by more than those in developed countries. We believestrongly that there will be big differences among countries for both growth rates and equity performance. Country allocation willbe critical to generating excess returns in this environment.

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December 31, 2015

Letter to Stockholders (unaudited) (cont’d)• As we have for many years, we remain underweight China and commodities-related plays such as Brazil and Russia in the

portfolio. We still consider Central/Eastern Europe an attractive investment opportunity. After two recessions in five years,Western European growth is recovering and beginning to unleash a great deal of pent-up demand for goods and services whichwe believe could benefit Poland, the Czech Republic and Romania.

• We also remain positive on the Philippines. In our view, the Philippines continues to deliver some of the most attractive well-roundedgrowth with the business process outsourcing sector performing well, keeping overall consumption fairly strong. Lower oil pricescould provide a tailwind for consumption and help bring inflation down.

• Our overweight position in India is tempered by its status as a market consensus favorite. While views on India’s macro prospectsare divided, we find select bottom-up stories attractive. In Mexico, economic growth is starting to turn around, as reflected incompany earnings. Consumption is finally picking up and credit is at last beginning to grow, and it has among the lowest creditpenetration levels of any emerging market country.

Sincerely,

John H. GernonPresident and Principal Executive Officer January 2016

*The MSCI Emerging Markets Net Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance ofemerging markets. The MSCI Emerging Markets Net Index currently consists of 23 emerging market country indices. The performance of the Index is listed inU.S. dollars and assumes reinvestment of net dividends. It is not possible to invest directly in an index.

i Source: FactSet and Morgan Stanley Investment Management. Emerging markets and developed markets are represented by the MSCI Emerging MarketsIndex and MSCI World Index, respectively.

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December 31, 2015

Portfolio of Investments

Construction & EngineeringChina Machinery Engineering Corp.

H Shares (c) 603,000 $ 440Diversified Consumer Services

TAL Education Group ADR (a)(b) 24,218 1,125Diversified Telecommunication Services

China Unicom Hong Kong Ltd. (c) 426,000 517Food Products

China Mengniu Dairy Co., Ltd. (c) 438,000 708Hotels, Restaurants & Leisure

Shanghai Jin Jiang International Hotels Group Co., Ltd. H Shares (c) 708,000 297

Independent Power Producers & Energy TradersHuadian Power International Corp.,

Ltd. H Shares (c) 862,000 559Insurance

China Pacific Insurance Group Co., Ltd. H Shares (c) 531,200 2,179

China Taiping Insurance Holdings Co., Ltd. (a)(c) 297,400 911

3,090Internet & Catalog Retail

JD.com, Inc. ADR (a) 42,188 1,361Internet Software & Services

Alibaba Group Holding Ltd. ADR (a)(b) 9,000 732NetEase, Inc. ADR 4,510 817Tencent Holdings Ltd. (c) 408,000 7,959

9,508Machinery

CRCC High-Tech Equipment Corp., Ltd. H Shares (a)(c) 968,000 593

PharmaceuticalsCSPC Pharmaceutical Group Ltd. (c) 662,000 674Sihuan Pharmaceutical Holdings

Group Ltd. (c)(d)(e) 1,916,000 718 1,392

Real Estate Management & DevelopmentChina Overseas Land &

Investment Ltd. (c) 442,000 1,535

COMMON STOCKS (97.1%)Austria (2.3%)Banks

Erste Group Bank AG (a) 117,569 $ 3,675Insurance

Vienna Insurance Group AG Wiener Versicherung Gruppe 43,751 1,194

4,869Brazil (5.2%)Banks

Banco Bradesco SA (Preference) 264,315 1,273Itau Unibanco Holding SA (Preference) 302,593 1,977

3,250Diversified Telecommunication Services

Telefonica Brasil SA (Preference) 77,500 700Food & Staples Retailing

Raia Drogasil SA 120,809 1,080Food Products

BRF SA 231,432 3,232Internet Software & Services

MercadoLibre, Inc. (b) 13,714 1,568Oil, Gas & Consumable Fuels

Ultrapar Participacoes SA 62,260 951 10,781

Chile (0.6%)Multi-line Retail

SACI Falabella 181,969 1,157China (17.7%)Automobiles

Chongqing Changan Automobile Co., Ltd. B Shares 224,800 493

BanksBank of China Ltd. H Shares (c) 8,601,000 3,807China Construction Bank Corp.

H Shares (c) 5,907,810 4,011 7,818

BeveragesTsingtao Brewery Co., Ltd.

H Shares (b)(c) 60,000 270

Value Shares (000)

Value Shares (000)

The accompanying notes are an integral part of the financial statements.

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December 31, 2015

Portfolio of Investments (cont’d)

Construction & EngineeringLarsen & Toubro Ltd. 75,831 $ 1,454

Construction MaterialsShree Cement Ltd. 11,380 1,976

Consumer FinanceShriram Transport Finance Co., Ltd. 157,899 2,042

MachineryAshok Leyland Ltd. 2,011,499 2,657

Oil, Gas & Consumable FuelsBharat Petroleum Corp., Ltd. 125,479 1,688

Personal ProductsMarico Ltd. 510,380 1,742

PharmaceuticalsGlenmark Pharmaceuticals Ltd. 103,149 1,429Sun Pharmaceutical Industries Ltd. 64,462 794

2,223Wireless Telecommunication Services

Idea Cellular Ltd. 299,389 648 21,475

Indonesia (3.0%)Diversified Telecommunication Services

Link Net Tbk PT (a) 2,657,000 763XL Axiata Tbk PT (a) 3,926,200 1,035

1,798Machinery

United Tractors Tbk PT 278,700 339Media

Surya Citra Media Tbk PT 2,948,300 660Multi-line Retail

Matahari Department Store Tbk PT 1,509,500 1,906Pharmaceuticals

Kalbe Farma Tbk PT 8,989,200 853Trading Companies & Distributors

AKR Corporindo Tbk PT 1,229,800 637Transportation Infrastructure

Jasa Marga Persero Tbk PT 305,400 115 6,308

China (cont’d)Textiles, Apparel & Luxury Goods

Shenzhou International Group Holdings Ltd. (c) 210,000 $ 1,201

Transportation InfrastructureShenzhen International

Holdings Ltd. (c) 454,500 835Wireless Telecommunication Services

China Mobile Ltd. (c) 436,500 4,892 36,634

Colombia (0.7%)Construction Materials

Cemex Latam Holdings SA (a) 154,928 503Diversified Financial Services

Grupo de Inversiones Suramericana SA 45,700 512

Grupo de Inversiones Suramericana SA (Preference) 48,500 529

1,041 1,544

Czech Republic (1.1%)Banks

Komercni Banka AS 11,730 2,324Egypt (0.5%)Banks

Commercial International Bank Egypt SAE 210,815 1,023

Hong Kong (2.7%)Insurance

AIA Group Ltd. 384,800 2,292Textiles, Apparel & Luxury Goods

Samsonite International SA 1,080,300 3,241 5,533

India (10.4%)Automobiles

Maruti Suzuki India Ltd. 31,469 2,192Banks

HDFC Bank Ltd. 110,751 2,232IndusInd Bank Ltd. 179,773 2,621

4,853

Value Shares (000)

Value Shares (000)




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December 31, 2015


Mexico (6.9%)Banks

Grupo Financiero Banorte SAB de CV Series O 507,185 $ 2,790

Grupo Financiero Inbursa SAB de CV Series O 372,216 674

3,464Beverages

Fomento Economico Mexicano SAB de CV ADR 49,315 4,554

ChemicalsMexichem SAB de CV 511,915 1,149

Construction MaterialsCemex SAB de CV ADR (a) 435,452 2,425

Industrial ConglomeratesAlfa SAB de CV 925,634 1,833

Multi-line RetailEl Puerto de Liverpool SAB de CV 77,249 945

14,370Pakistan (1.2%)Banks

United Bank Ltd. 974,500 1,443Construction Materials

Lucky Cement Ltd. 205,900 967 2,410

Panama (0.2%)Airlines

Copa Holdings SA, Class A (b) 9,063 437Peru (0.9%)Banks

Credicorp Ltd. 19,332 1,881Philippines (4.1%)Banks

BDO Unibank, Inc. 400,470 891Metropolitan Bank & Trust Co. 1,056,368 1,807

2,698Diversified Financial Services

Metro Pacific Investments Corp. 12,604,300 1,391

Korea, Republic of (13.0%)Aerospace & Defense

Korea Aerospace Industries Ltd. (a) 12,801 $ 846LIG Nex1 Co., Ltd. (a) 5,891 513

1,359Automobiles

Kia Motors Corp. (a) 36,139 1,610Banks

KB Financial Group, Inc. (a) 45,216 1,270Chemicals

LG Chem Ltd. (a) 4,747 1,311Construction & Engineering

Hyundai Development Co-Engineering & Construction (a) 11,619 379

Household DurablesCoway Co., Ltd. (a) 27,040 1,929

Industrial ConglomeratesSK Holdings Co., Ltd. (a) 6,784 1,379

Internet Software & ServicesNAVER Corp. (a) 2,742 1,527

Personal ProductsAmorepacific Corp. (a) 5,846 2,053Cosmax, Inc. (a) 5,149 801

2,854Software

Nexon Co., Ltd. 83,300 1,352Specialty Retail

Hotel Shilla Co., Ltd. (a)(b) 18,623 1,219Tech Hardware, Storage & Peripherals

Samsung Electronics Co., Ltd. 6,715 7,170Samsung Electronics Co., Ltd.

(Preference) 3,290 3,045 10,215

Wireless Telecommunication ServicesSK Telecom Co., Ltd. 2,530 464

26,868Malaysia (0.1%)Media

Astro Malaysia Holdings Bhd 190,200 122

Value Shares (000)

Value Shares (000)




8


December 31, 2015


MediaNaspers Ltd., Class N 28,549 $ 3,903

Oil, Gas & Consumable FuelsSasol Ltd. 51,021 1,375

Paper & Forest ProductsMondi PLC 105,287 2,092

Wireless Telecommunication ServicesMTN Group Ltd. 162,345 1,392Vodacom Group Ltd. 172,867 1,701

3,093 13,367

Taiwan (10.5%)Chemicals

Formosa Plastics Corp. 237,000 554Diversified Financial Services

Chailease Holding Co., Ltd. 677,508 1,164Fubon Financial Holding Co., Ltd. 952,000 1,294

2,458Electronic Equipment, Instruments & Components

Delta Electronics, Inc. 275,758 1,294Hon Hai Precision Industry Co., Ltd. 1,047,550 2,562

3,856Food Products

Uni-President Enterprises Corp. 1,108,070 1,846Internet Software & Services

PChome Online, Inc. 55,000 547Semiconductors & Semiconductor Equipment

Advanced Semiconductor Engineering, Inc. 1,469,000 1,679

Advanced Semiconductor Engineering, Inc. ADR 14,876 85

Hermes Microvision, Inc. 11,441 414Taiwan Semiconductor

Manufacturing Co., Ltd. 1,207,455 5,210 7,388

Tech Hardware, Storage & PeripheralsCatcher Technology Co., Ltd. 192,000 1,608Pegatron Corp. 570,000 1,239

2,847Textiles, Apparel & Luxury Goods

Eclat Textile Co., Ltd. 102,404 1,410

Philippines (cont’d)Industrial Conglomerates

DMCI Holdings, Inc. 3,123,800 $ 913LT Group, Inc. 3,187,000 999SM Investments Corp. 108,872 1,994

3,906Transportation Infrastructure

International Container Terminal Services, Inc. 409,980 611

8,606Poland (3.6%)Banks

Bank Pekao SA 33,268 1,213Food & Staples Retailing

Eurocash SA 71,570 882Jeronimo Martins SGPS SA 123,581 1,606

2,488Oil, Gas & Consumable Fuels

Polski Koncern Naftowy Orlen SA 63,039 1,083Road & Rail

PKP Cargo SA 53,665 935Textiles, Apparel & Luxury Goods

CCC SA 31,109 1,095LPP SA 509 719

1,814 7,533

Russia (2.0%)Food & Staples Retailing

X5 Retail Group N.V. GDR (a) 58,330 1,106Internet Software & Services

Mail.ru Group Ltd. GDR (a) 70,574 1,587Yandex N.V., Class A (a) 89,385 1,405

2,992 4,098

South Africa (6.4%)Health Care Providers & Services

Life Healthcare Group Holdings Ltd. 435,748 984Household Durables

Steinhoff International Holdings N.V. H Shares 378,142 1,920

Value Shares (000)

Value Shares (000)




9


December 31, 2015


RIGHT (0.0%)Brazil (0.0%)Banks

Banco Bradesco SA (a) (Cost $—) 8,658 $ 4 Shares SHORT-TERM INVESTMENTS (4.6%)Securities held as Collateral on Loaned Securities (2.0%)Investment Company (1.7%)

Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note E) 3,590,216 3,590

Face Amount (000)

Repurchase Agreements (0.3%)Barclays Capital, Inc., (0.32%, dated

12/31/15, due 1/4/16; proceeds $210; fully collateralized by a U.S. Government obligation; 1.38% due 2/29/20; valued at $214) $ 210 210

Merrill Lynch & Co., Inc., (0.31%, dated 12/31/15, due 1/4/16; proceeds $420; fully collateralized by a U.S. Government agency security; 3.50% due 3/20/45; valued at $428) 420 420

630TOTAL SECURITIES HELD AS COLLATERAL ON LOANED SECURITIES (Cost $4,220) 4,220 Shares INVESTMENT COMPANY (2.6%)

Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note E) (Cost $5,426) 5,426,195 5,426

TOTAL SHORT-TERM INVESTMENTS (Cost $9,646) 9,646TOTAL INVESTMENTS (102.2%) (Cost $206,130)

Including $5,111 of Securities Loaned (g)(h)(i) 211,847LIABILITIES IN EXCESS OF OTHER ASSETS (-2.2%) (4,651)NET ASSETS (100.0%) $207,196

Taiwan (cont’d)Wireless Telecommunication Services

Taiwan Mobile Co., Ltd. 260,000 $ 790 21,696

Thailand (2.3%)Hotels, Restaurants & Leisure

Minor International PCL (Foreign) 1,093,620 1,093Professional Services

DKSH Holding AG (a) 22,803 1,429Real Estate Management & Development

Land and Houses PCL (Foreign) 2,887,700 756Wireless Telecommunication Services

Advanced Info Service PCL (Foreign) 265,600 1,113Total Access Communication PCL

(Foreign) 227,600 189Total Access Communication PCL

NVDR 146,200 121 1,423

4,701Turkey (1.0%)Food Products

Ulker Biskuvi Sanayi AS 163,393 986Household Durables

Arcelik AS 214,703 1,028 2,014

United States (0.7%)Hotels, Restaurants & Leisure

Yum! Brands, Inc. 18,559 1,356TOTAL COMMON STOCKS (Cost $195,050) 201,107INVESTMENT COMPANY (0.5%)Thailand (0.5%)Transportation Infrastructure

BTS Rail Mass Transit Growth Infrastructure Fund (Foreign) (Units) (f) (Cost $1,434) 3,850,700 1,090

No. of Value Rights (000)

Value Shares (000)




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December 31, 2015


Portfolio Composition*

Percentage ofClassification Total InvestmentsOther** 63.7%Banks 16.8Internet Software & Services 7.8Tech Hardware, Storage & Peripherals 6.3Wireless Telecommunication Services 5.4Total Investments 100.0%***

* Percentages indicated are based upon total investments (excludingSecurities held as Collateral on Loaned Securities) as of December 31,2015.

** Industries and/or investment types representing less than 5% of totalinvestments.

*** Does not include an open foreign currency forward exchange contractwith unrealized appreciation of approximately $31,000.

(a) Non-income producing security.(b) All or a portion of this security was on loan at

December 31, 2015.(c) Security trades on the Hong Kong exchange.(d) Security has been deemed illiquid at December 31, 2015.(e) At December 31, 2015, the Fund held a fair valued security

valued at approximately $718,000, representing 0.4% ofnet assets. This security has been fair valued asdetermined in good faith under procedures established byand under the general supervision of the Fund’s Directors.

(f) Consists of one or more classes of securities tradedtogether as a unit; stocks with attached warrants.

(g) Securities are available for collateral in connection with anopen foreign currency forward exchange contract.

(h) The approximate fair value and percentage of net assets,$172,739,000 and 83.4%, respectively, represent thesecurities that have been fair valued under the fair valuationpolicy for international investments as described inNote A-1 within the Notes to the Financial Statements.

(i) At December 31, 2015, the aggregate cost for Federalincome tax purposes is approximately $205,759,000. Theaggregate gross unrealized appreciation is approximately$32,877,000 and the aggregate gross unrealizeddepreciation is approximately $26,789,000 resulting in netunrealized appreciation of approximately $6,088,000.

ADR American Depositary Receipt.GDR Global Depositary Receipt.NVDR Non-Voting Depositary Receipt.

Foreign Currency Forward Exchange Contract:

The Fund had the following foreign currency forward exchangecontract open at December 31, 2015: Contracts In to Exchange Unrealized Deliver For Delivery AppreciationCounterparty (000) (000) Date (000)UBS AG EUR 5,393 $5,894 1/21/16 $31

EUR — Euro




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December 31, 2015

Financial Statements December 31, 2015

(000)

Assets:Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $197,114) $202,831Investment in Security of Affiliated Issuer, at Value (Cost $9,016) 9,016Total Investments in Securities, at Value (Cost $206,130) 211,847Foreign Currency, at Value (Cost $30) 30Cash 298Dividends Receivable 132Receivable for Investments Sold 46Unrealized Appreciation on Foreign Currency Forward Exchange Contracts 31Tax Reclaim Receivable 27Receivable from Affiliate 1Other Assets 19

Total Assets 212,431Liabilities:

Collateral on Securities Loaned, at Value 4,517Payable for Advisory Fees 222Dividends Declared 200Payable for Investments Purchased 157Payable for Custodian Fees 88Payable for Professional Fees 22Payable for Administration Fees 6Payable for Stockholder Servicing Agent Fees 2Other Liabilities 21

Total Liabilities 5,235Net Assets

Applicable to 14,500,376 Issued and Outstanding $0.01 Par Value Shares (100,000,000 Shares Authorized) $207,196Net Asset Value Per Share $ 14.29Net Assets Consist of:

Common Stock $ 145Paid-in-Capital 223,516Distributions in Excess of Net Investment Income (419)Accumulated Net Realized Loss (23,250)Unrealized Appreciation (Depreciation) on:

Investments 7,182Foreign Currency Forward Exchange Contracts 31Foreign Currency Translations (9)

Net Assets $207,196(1) Including:

Securities on Loan, at Value: $ 5,111

Statement of Assets and Liabilities


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December 31, 2015

Financial Statements (cont’d) Year Ended December 31, 2015

(000)

Investment Income:Dividends from Securities of Unaffiliated Issuers (Net of $615 of Foreign Taxes Withheld) $ 4,180Income from Securities Loaned — Net 33Dividends from Security of Affiliated Issuer (Note E) 12

Total Investment Income 4,225

Expenses:Advisory Fees (Note B) 2,894Custodian Fees (Note D) 353Administration Fees (Note C) 185Professional Fees 144Stockholder Reporting Expenses 35Stockholder Servicing Agent Fees 9Directors’ Fees and Expenses 6Other Expenses 50

Total Expenses 3,676

Waiver of Administration Fees (Note C) (105)Rebate from Morgan Stanley Affiliate (Note E) (7)

Net Expenses 3,564

Net Investment Income 661

Realized Gain (Loss):Investments Sold (Net of $23 of Capital Gain Country Tax) (12,563)Foreign Currency Forward Exchange Contracts 382Foreign Currency Transactions (232)

Net Realized Loss (12,413)

Change in Unrealized Appreciation (Depreciation):Investments (Net of Decrease in Deferred Capital Gain Country Tax of $485) (13,059)Foreign Currency Forward Exchange Contracts (188)Foreign Currency Translations 28

Net Change in Unrealized Appreciation (Depreciation) (13,219)

Net Realized Loss and Change in Unrealized Appreciation (Depreciation) (25,632)

Net Decrease in Net Assets Resulting from Operations $(24,971)

Statement of Operations




13


December 31, 2015

Financial Statements (cont’d) Year Ended Year Ended December 31, 2015 December 31, 2014

(000) (000)

Increase (Decrease) in Net Assets:Operations:

Net Investment Income $ 661 $ 1,002Net Realized Loss (12,413) (701)Net Change in Unrealized Appreciation (Depreciation) (13,219) (11,594)

Net Decrease in Net Assets Resulting from Operations (24,971) (11,293)

Distributions from and/or in Excess of:Net Investment Income (722) (1,688)

Capital Share Transactions:Repurchase of Shares (51,376 and 0 shares) (725) —

Net Decrease in Net Assets Resulting from Capital Share Transactions (725) —

Total Decrease (26,418) (12,981)

Net Assets:Beginning of Period 233,614 246,595

End of Period (Including Distributions in Excess of Net Investment Income of $(419) and $(552)) $207,196 $233,614

Statements of Changes in Net Assets




14


December 31, 2015

Financial HighlightsSelected Per Share Data and Ratios Year Ended December 31,

2015 2014 2013 2012 2011Net Asset Value, Beginning of Period $ 16.05 $ 16.95 $ 17.17 $ 14.40 $ 17.60

Net Investment Income† 0.05 0.07 0.09 0.09 0.13Net Realized and Unrealized Gain (Loss) (1.77) (0.85) (0.27) 2.72 (3.33)

Total from Investment Operations (1.72) (0.78) (0.18) 2.81 (3.20)

Distributions from and/or in excess of:Net Investment Income (0.05) (0.12) (0.05) (0.08) —

Anti-Dilutive Effect of Share Repurchase Program 0.01 — 0.01 0.00‡ —

Anti-Dilutive Effect of Tender Offer — — — 0.04 —

Net Asset Value, End of Period $ 14.29 $ 16.05 $ 16.95 $ 17.17 $ 14.40

Per Share Market Value, End of Period $ 12.85 $ 14.55 $ 15.48 $ 15.50 $ 12.92

TOTAL INVESTMENT RETURN:Market Value (11.37)% (5.30)% 0.22% 20.59% (21.03)%Net Asset Value(1) (10.64)% (4.60)% (0.93)% 19.85% (18.18)%

RATIOS, SUPPLEMENTAL DATA:

Net Assets, End of Period (Thousands) $207,196 $233,614 $246,595 $250,935 $248,003

Ratio of Expenses to Average Net Assets(2) 1.54%+ 1.55%+ 1.56%+ 1.57%+ 1.52%+Ratio of Net Investment Income to Average Net Assets(2) 0.29%+ 0.40%+ 0.50%+ 0.54%+ 0.79%+Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets 0.00%§ 0.00%§ 0.01% 0.01% 0.01%Portfolio Turnover Rate 38% 41% 52% 47% 57%

(2) Supplemental Information on the Ratios to Average Net Assets: Ratios Before Expenses Waived by Administrator

Ratio of Expenses to Average Net Assets 1.59% 1.60% 1.62% 1.63% 1.58%Ratio of Net Investment Income to Average Net Assets 0.24% 0.35% 0.44% 0.48% 0.73%

(1) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of theFund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of theperformance of a stockholder’s investment in the Fund based on market value due to differences between the market price of the stockand the net asset value per share of the Fund.

† Per share amount is based on average shares outstanding.‡ Amount is less than $0.005 per share.+ The Ratios of Expenses and Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in

Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as “Ratio of Rebate fromMorgan Stanley Affiliates to Average Net Assets.”

§ Amount is less than 0.005%.




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December 31, 2015

Notes to Financial StatementsThe Morgan Stanley Emerging Markets Fund, Inc. (the “Fund”)was incorporated on August 27, 1991 and is registered as adiversified, closed-end management investment company underthe Investment Company Act of 1940, as amended (the “Act”).The Fund applies investment company accounting and reportingguidance. The Fund’s investment objective is long-term capitalappreciation through investments primarily in emerging countryequity securities. To the extent that the Fund invests in derivativeinstruments that the adviser, Morgan Stanley InvestmentManagement Inc. (the “Adviser”) and sub-advisers, MorganStanley Investment Management Company (“MSIM Company”)and Morgan Stanley Investment Management Limited (“MSIMLimited”) (together, the “Sub-Advisers”), believe have economiccharacteristics similar to emerging country equity securities, suchinvestments will be counted for purposes of meeting the Fund’sinvestment objective. To the extent the Fund makes suchinvestments, the Fund will be subject to the risks of suchderivative instruments as described herein.

A. Significant Accounting Policies: The followingsignificant accounting policies are in conformity with U.S.generally accepted accounting principles (“GAAP”). Suchpolicies are consistently followed by the Fund in the preparationof its financial statements. GAAP may require management tomake estimates and assumptions that affect the reportedamounts and disclosures in the financial statements. Actualresults may differ from those estimates.

1. Security Valuation: (1) An equity portfolio securitylisted or traded on an exchange is valued at its latestreported sales price (or at the exchange official closing priceif such exchange reports an official closing price), if therewere no sales on a given day, the security is valued at themean between the last reported bid and asked prices; (2) allother equity portfolio securities for which over-the-counter(“OTC”) market quotations are readily available are valuedat its latest reported sales price. In cases where a security istraded on more than one exchange, the security is valued

on the exchange designated as the primary market;(3) when market quotations are not readily available,including circumstances under which the Adviser or Sub-Advisers determine that the closing price, last sale price orthe mean between the last reported bid and asked prices arenot reflective of a security’s market value, portfoliosecurities are valued at their fair value as determined ingood faith under procedures established by and under thegeneral supervision of the Fund’s Board of Directors (the“Directors”). Occasionally, developments affecting theclosing prices of securities and other assets may occurbetween the times at which valuations of such securities aredetermined (that is, close of the foreign market on whichthe securities trade) and the close of business of theNew York Stock Exchange (“NYSE”). If developmentsoccur during such periods that are expected to materiallyaffect the value of such securities, such valuations may beadjusted to reflect the estimated fair value of such securitiesas of the close of the NYSE, as determined in good faith bythe Directors or by the Adviser using a pricing serviceand/or procedures approved by the Directors;(4) quotations of foreign portfolio securities, other assetsand liabilities and forward contracts stated in foreigncurrency are translated into U.S. dollar equivalents at theprevailing market rates prior to the close of the NYSE;(5) investments in mutual funds, including the MorganStanley Institutional Liquidity Funds, are valued at the netasset value (“NAV”) as of the close of each business day;and (6) short-term debt securities with remainingmaturities of 60 days or less at the time of purchase may bevalued at amortized cost, unless the Adviser determinessuch valuation does not reflect the securities’ market value,in which case these securities will be valued at their fairmarket value determined by the Adviser.

The Directors have responsibility for determining in goodfaith the fair value of the investments, and the Directors

Merrill Corp - MS Emerging Markets Fund_ Inc. Annual Report [Funds] 12-31-2015 ED [AUX] | pweakly | 24-Feb-16 16:01 | 16-1920-14.ea | Sequence: 1CHKSUM Content: 63437 Layout: 45429 Graphics: No Graphics CLEAN


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December 31, 2015

Notes to Financial Statements (cont’d)may appoint others, such as the Fund’s Adviser or avaluation committee, to assist the Directors in determiningfair value and to make the actual calculations pursuant tothe fair valuation methodologies previously approved by theDirectors. Under procedures approved by the Directors, theFund’s Adviser has formed a Valuation Committee whosemembers are approved by the Directors. The ValuationCommittee provides administration and oversight of theFund’s valuation policies and procedures, which arereviewed at least annually by the Directors. Theseprocedures allow the Fund to utilize independent pricingservices, quotations from securities and financial instrumentdealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value ofsecurities and other financial instruments for which marketprices are not readily available. Under these procedures, theValuation Committee convenes on a regular and ad hocbasis to review such securities and considers a number offactors, including valuation methodologies and significantunobservable valuation inputs, when arriving at fair value.The Valuation Committee may employ a market-basedapproach which may use related or comparable assets orliabilities, recent transactions, market multiples, bookvalues, and other relevant information for the investmentto determine the fair value of the investment. An income-based valuation approach may also be used in which theanticipated future cash flows of the investment arediscounted to calculate fair value. Discounts may also beapplied due to the nature or duration of any restrictions onthe disposition of the investments. Due to the inherentuncertainty of valuations of such investments, the fairvalues may differ significantly from the values that wouldhave been used had an active market existed. The ValuationCommittee employs various methods for calibrating thesevaluation approaches including a regular review ofvaluation methodologies, key inputs and assumptions,

transactional back-testing or disposition analysis, andreviews of any related market activity.

2. Fair Value Measurement: Financial Accounting StandardsBoard (“FASB”) Accounting Standards CodificationTM

(“ASC”) 820, “Fair Value Measurement” (“ASC 820”),defines fair value as the value that the Fund would receive tosell an investment or pay to transfer a liability in a timelytransaction with an independent buyer in the principalmarket, or in the absence of a principal market the mostadvantageous market for the investment or liability.ASC 820 establishes a three-tier hierarchy to distinguishbetween (1) inputs that reflect the assumptions marketparticipants would use in valuing an asset or liabilitydeveloped based on market data obtained from sourcesindependent of the reporting entity (observable inputs) and(2) inputs that reflect the reporting entity’s own assumptionsabout the assumptions market participants would use invaluing an asset or liability developed based on the bestinformation available in the circumstances (unobservableinputs) and to establish classification of fair valuemeasurements for disclosure purposes. Various inputs areused in determining the value of the Fund’s investments. Theinputs are summarized in the three broad levels listed below.

• Level 1 – unadjusted quoted prices in active markets foridentical investments

• Level 2 – other significant observable inputs (includingquoted prices for similar investments, interest rates,prepayment speeds, credit risk, etc.)

• Level 3 – significant unobservable inputs including theFund’s own assumptions in determining the fair value ofinvestments. Factors considered in making thisdetermination may include, but are not limited to,information obtained by contacting the issuer, analysts,or the appropriate stock exchange (for exchange-tradedsecurities), analysis of the issuer’s financial statements orother available documents and, if necessary, available



17


December 31, 2015

Notes to Financial Statements (cont’d)information concerning other securities in similarcircumstances

The inputs or methodology used for valuing securities arenot necessarily an indication of the risk associated withinvesting in those securities and the determination of thesignificance of a particular input to the fair valuemeasurement in its entirety requires judgment andconsiders factors specific to each security.

The following is a summary of the inputs used to value theFund’s investments as of December 31, 2015.

Level 2 Level 1 Other Level 3 Unadjusted significant Significant quoted observable unobservable prices inputs inputs TotalInvestment Type (000) (000) (000) (000)Assets:

Common StocksAerospace &

Defense $ — $ 1,359 $ — $ 1,359Airlines 437 — — 437Automobiles — 4,295 — 4,295Banks 5,345 29,567 — 34,912Beverages 4,554 270 — 4,824Chemicals 1,149 1,865 — 3,014Construction &

Engineering — 2,273 — 2,273Construction

Materials 2,425 3,446 — 5,871Consumer

Finance — 2,042 — 2,042Diversified

Consumer Services 1,125 — — 1,125

Diversified Financial Services — 4,890 — 4,890

Diversified Telecommunication Services — 3,015 — 3,015

Electronic Equipment, Instruments & Components — 3,856 — 3,856

Level 2 Level 1 Other Level 3 Unadjusted significant Significant quoted observable unobservable prices inputs inputs TotalInvestment Type (000) (000) (000) (000)Assets: (cont’d)

Common Stocks (cont’d)Food & Staples

Retailing $ — $ 4,674 $ — $ 4,674Food Products — 6,772 — 6,772Health Care

Providers & Services — 984 — 984

Hotels, Restaurants & Leisure 1,356 1,390 — 2,746

Household Durables 1,920 2,957 — 4,877

Independent Power Producers & Energy Traders — 559 — 559

Industrial Conglomerates 1,833 5,285 — 7,118

Insurance — 6,576 — 6,576Internet &

Catalog Retail 1,361 — — 1,361Internet

Software & Services 4,522 11,620 — 16,142

Machinery 593 2,996 — 3,589Media — 4,685 — 4,685Multi-line Retail 945 3,063 — 4,008Oil, Gas &

Consumable Fuels — 5,097 — 5,097

Paper & Forest Products — 2,092 — 2,092

Personal Products — 4,596 — 4,596

Pharmaceuticals — 3,750 718 4,468Professional

Services — 1,429 — 1,429Real Estate

Management & Development — 2,291 — 2,291

Road & Rail — 935 — 935



18


December 31, 2015

Notes to Financial Statements (cont’d) Level 2 Level 1 Other Level 3 Unadjusted significant Significant quoted observable unobservable prices inputs inputs TotalInvestment Type (000) (000) (000) (000)Assets: (cont’d)

Common Stocks (cont’d)Semiconductors &

SemiconductorEquipment $ 85 $ 7,303 $ — $ 7,388

Software — 1,352 — 1,352Specialty Retail — 1,219 — 1,219Tech Hardware,

Storage & Peripherals — 13,062 — 13,062

Textiles, Apparel & Luxury Goods — 7,666 — 7,666

Trading Companies & Distributors — 637 — 637

Transportation Infrastructure — 1,561 — 1,561

Wireless Telecommunication Services — 11,310 — 11,310

Total Common Stocks 27,650 172,739 718 201,107

Investment Company — 1,090 — 1,090

Right — 4 — 4

Short-Term InvestmentsInvestment

Company 9,016 — — 9,016Repurchase

Agreements — 630 — 630Total Short-Term

Investments 9,016 630 — 9,646Foreign

Currency Forward Exchange Contract — 31 — 31

Total Assets $36,666 $174,494 $718 $211,878

Transfers between investment levels may occur as themarkets fluctuate and/or the availability of data used in an

investment’s valuation changes. The Fund recognizestransfers between the levels as of the end of the period. As ofDecember 31, 2015, securities with a total value ofapproximately $718,000 transferred from Level 2 toLevel 3. Securities that were valued using other significantobservable inputs at December 31, 2014 were valued usingsignificant unobservable inputs at December 31, 2015.

Following is a reconciliation of investments in whichsignificant unobservable inputs (Level 3) were used indetermining fair value.

Common Stock (000)Beginning Balance $ —

Purchases —Sales —Amortization of discount —Transfers in 718Transfers out —Corporate actions —Change in unrealized appreciation (depreciation) —Realized gains (losses) —

Ending Balance $718

Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2015 $ —

The following table presents additional information aboutvaluation techniques and inputs used for investments thatare measured at fair value and categorized within Level 3 asof December 31, 2015. Various valuation techniques wereused in the valuation of certain investments and weightedbased on the level of significance.

Fair Impact to Value at Valuation December 31, from an 2015 Valuation Unobservable Selected Increase (000) Technique Input Range Value in Input

Pharmaceuticals Market

Common Transaction Precedent Stock $718 Method Transaction $0.23 $0.23 $0.23 Increase



19


December 31, 2015

Notes to Financial Statements (cont’d) Fair Impact to Value at Valuation December 31, from an 2015 Valuation Unobservable Selected Increase (000) Technique Input Range Value in Input

Pharmaceuticals (cont’d) Weighted Discounted Average Cost

Cash Flow of Capital 16.5% 16.5% 16.5% Decrease Long-Term

Growth Rate 2.0% 3.0% 2.5% Increase Market Comparable Enterprise

Companies Value/EBITDA 11.5x 15.8x 11.5x Increase Discount for Lack of Marketability/ Company Specific Risk 30.0% 30.0% 30.0% Decrease

3. Repurchase Agreements: The Fund may enter intorepurchase agreements under which the Fund lends cashand takes possession of securities with an agreement thatthe counterparty will repurchase such securities. Inconnection with transactions in repurchase agreements, abank as custodian for the Fund takes possession of theunderlying securities which are held as collateral, with amarket value at least equal to the amount of the repurchasetransaction, including principal and accrued interest. Tothe extent that any repurchase transaction exceeds onebusiness day, the value of the collateral is marked-to-marketon a daily basis to determine that the value of the collateraldoes not decrease below the repurchase price plus accruedinterest as earned. If such a decrease occurs, additionalcollateral will be requested and, when received, will beadded to the account to maintain full collateralization. Inthe event of default on the obligation to repurchase, theFund has the right to liquidate the collateral and apply theproceeds in satisfaction of the obligation. In the event ofdefault or bankruptcy by the counterparty to theagreement, realization of the collateral proceeds may besubject to cost and delays. The Fund, along with otheraffiliated investment companies, may utilize a joint trading

account for the purpose of entering into repurchaseagreements.

4. Foreign Currency Translation and Foreign Investments:The books and records of the Fund are maintained in U.S.dollars. Foreign currency amounts are translated into U.S.dollars as follows:

— investments, other assets and liabilities at theprevailing rate of exchange on the valuation date;

— investment transactions and investment income at theprevailing rates of exchange on the dates of suchtransactions.

Although the net assets of the Fund are presented at theforeign exchange rates and market values at the close of theperiod, the Fund does not isolate that portion of the resultsof operations arising as a result of changes in the foreignexchange rates from the fluctuations arising from changesin the market prices of securities held at period end.Similarly, the Fund does not isolate the effect of changes inforeign exchange rates from the fluctuations arising fromchanges in the market prices of securities sold during theperiod. Accordingly, realized and unrealized foreigncurrency gains (losses) on investments in securities areincluded in the reported net realized and unrealized gains(losses) on investment transactions and balances.

Net realized gains (losses) on foreign currency transactionsrepresent net foreign exchange gains (losses) from sales andmaturities of foreign currency forward exchange contracts,disposition of foreign currencies, currency gains (losses)realized between the trade and settlement dates onsecurities transactions, and the difference between theamount of investment income and foreign withholdingtaxes recorded on the Fund’s books and the U.S. dollarequivalent amounts actually received or paid. Netunrealized currency gains (losses) from valuing foreigncurrency denominated assets and liabilities at period end



20


December 31, 2015

Notes to Financial Statements (cont’d)exchange rates are reflected as a component of unrealizedappreciation (depreciation) in investments and foreigncurrency translations in the Statement of Assets andLiabilities. The change in unrealized currency gains (losses)on foreign currency translations for the period is reflectedin the Statement of Operations.

A significant portion of the Fund’s net assets consist ofsecurities of issuers located in emerging markets, which aredenominated in foreign currencies. Changes in currencyexchange rates will affect the value of and investmentincome from such securities. Emerging markets securitiesare often subject to greater price volatility, limitedcapitalization and liquidity, and higher rates of inflationthan securities of companies based in the U.S. In addition,emerging market issuers may be subject to substantialgovernmental involvement in the economy and greatersocial, economic and political uncertainty. Such securitiesmay be concentrated in a limited number of countries andregions and may vary throughout the year.

Governmental approval for foreign investments may berequired in advance of making an investment under certaincircumstances in some countries, and the extent of foreigninvestments in domestic companies may be subject tolimitation in other countries. Foreign ownershiplimitations also may be imposed by the charters ofindividual companies to prevent, among other concerns,violations of foreign investment limitations. As a result, anadditional class of shares (identified as “Foreign” in thePortfolio of Investments) may be created and offered forinvestment. The “local” and “foreign shares” market valuesmay differ. In the absence of trading of the foreign shares insuch markets, the Fund values the foreign shares at theclosing exchange price of the local shares.

5. Foreign Real Estate Companies: The Fund may investup to 10% of its net assets in foreign real estate companies.Foreign real estate companies pool investor funds for

investments primarily in commercial real estate properties.They may also include among other businesses, real estatedevelopers, brokers and operating companies whoseproducts and services are significant related to the realestate industry such as building suppliers and mortgagelenders.

6. Derivatives: The Fund may, but is not required to, usederivative instruments for a variety of purposes, includinghedging, risk management, portfolio management or toearn income. Derivatives are financial instruments whosevalue is based, in part, on the value of an underlying asset,interest rate, index or financial instrument. Prevailinginterest rates and volatility levels, among other things, alsoaffect the value of derivative instruments. A derivativeinstrument often has risks similar to its underlying assetand may have additional risks, including imperfectcorrelation between the value of the derivative and theunderlying asset, risks of default by the counterparty tocertain transactions, magnification of losses incurred due tochanges in the market value of the securities, instruments,indices or interest rates to which the derivative instrumentrelates, risks that the transactions may not be liquid andrisks arising from margin requirements. The use ofderivatives involves risks that are different from, andpossibly greater than, the risks associated with otherportfolio investments. Derivatives may involve the use ofhighly specialized instruments that require investmenttechniques and risk analyses different from those associatedwith other portfolio investments. All of the Fund’sholdings, including derivative instruments, are marked-to-market each day with the change in value reflected inunrealized appreciation (depreciation). Upon disposition, arealized gain or loss is recognized.

Certain derivative transactions may give rise to a form ofleverage. Leverage magnifies the potential for gain and therisk of loss. Leverage associated with derivative transactions



21


December 31, 2015

Notes to Financial Statements (cont’d)may cause the Fund to liquidate portfolio positions when itmay not be advantageous to do so to satisfy its obligationsor to meet earmarking or segregation requirements,pursuant to applicable Securities and ExchangeCommission rules and regulations, or may cause the Fundto be more volatile than if the Fund had not beenleveraged. Although the Adviser and/or Sub-Advisers seekto use derivatives to further the Fund’s investmentobjectives, there is no assurance that the use of derivativeswill achieve this result.

Following is a description of the derivative instruments andtechniques that the Fund used during the period and theirassociated risks:

Foreign Currency Forward Exchange Contracts: Inconnection with its investments in foreign securities, theFund also entered into contracts with banks, brokers ordealers to purchase or sell securities or foreign currencies ata future date. A foreign currency forward exchange contract(“currency contract”) is a negotiated agreement betweenthe contracting parties to exchange a specified amount ofcurrency at a specified future time at a specified rate. Therate can be higher or lower than the spot rate between thecurrencies that are the subject of the contract. Currencycontracts may be used to protect against uncertainty in thelevel of future foreign currency exchange rates or to gain ormodify exposure to a particular currency. To the extenthedged by the use of currency contracts, the precisematching of the currency contract amounts and the valueof the securities involved will not generally be possiblebecause the future value of such securities in foreigncurrencies will change as a consequence of marketmovements in the value of those securities between the dateon which the contract is entered into and the date itmatures. Furthermore, such transactions may reduce orpreclude the opportunity for gain if the value of thecurrency should move in the direction opposite to the

position taken. There is additional risk to the extent thatcurrency contracts create exposure to currencies in whichthe Fund’s securities are not denominated. Unanticipatedchanges in currency prices may result in poorer overallperformance for the Fund than if it had not entered intosuch contracts. The use of currency contracts involves therisk of loss from the insolvency or bankruptcy of thecounterparty to the contract or the failure of thecounterparty to make payments or otherwise comply withthe terms of the contract. A currency contract is marked-to-market daily and the change in market value is recordedby the Fund as unrealized gain or loss. The Fund recordsrealized gains (losses) when the currency contract is closedequal to the difference between the value of the currencycontract at the time it was opened and the value at the timeit was closed.

FASB ASC 815, “Derivatives and Hedging” (“ASC 815”),is intended to improve financial reporting about derivativeinstruments by requiring enhanced disclosures to enableinvestors to better understand how and why the Fund usesderivative instruments, how these derivative instrumentsare accounted for and their effects on the Fund’s financialposition and results of operations.

The following tables set forth the fair value of the Fund’sderivative contracts by primary risk exposure as ofDecember 31, 2015.

Asset Derivatives Statement of Assets and Primary Risk Value Liabilities Location Exposure (000)

Foreign Currency Unrealized Appreciation Forward Exchange on Foreign Currency Contracts Forward Exchange

Contracts Currency Risk $31

The following tables set forth by primary risk exposure theFund’s realized gains (losses) and change in unrealizedappreciation (depreciation) by type of derivative contract for



22


December 31, 2015

Notes to Financial Statements (cont’d)the year ended December 31, 2015 in accordance withASC 815.

Realized Gain (Loss)

Derivative ValuePrimary Risk Exposure Type (000)

Foreign Currency Forward Exchange Currency Risk Contracts $382

Change in Unrealized Appreciation (Depreciation)

Derivative ValuePrimary Risk Exposure Type (000)

Foreign Currency Forward Exchange Currency Risk Contracts $(188)

At December 31, 2015, the Fund’s derivative assets andliabilities are as follows:

Gross Amounts of Assets and Liabilities Presented inthe Statement of Assets and Liabilities

Assets(a) Liabilities(a)Derivatives (000) (000)

Foreign Currency Forward Exchange Contracts $31 $—

(a)Absent an event of default or early termination, OTCderivative assets and liabilities are presented gross and notoffset in the Statement of Assets and Liabilities.

The Fund typically enters into International Swaps andDerivatives Association, Inc. Master Agreements (“ISDAMaster Agreements”) or similar master agreements(collectively, “Master Agreements”) with its contractcounterparties for certain OTC derivatives in order to,among other things, reduce its credit risk to counterparties.ISDA Master Agreements include provisions for generalobligations, representations, collateral and events of defaultor termination. Under an ISDA Master Agreement, theFund typically may offset with the counterparty certain

OTC derivative financial instruments’ payables and/orreceivables with collateral held and/or posted and createone single net payment (close-out netting) in the event ofdefault, termination and/or potential deterioration in thecredit quality of the counterparty. Various MasterAgreements govern the terms of certain transactions withcounterparties, including transactions such as swap,forward, repurchase and reverse repurchase agreements.These Master Agreements typically attempt to reduce thecounterparty risk associated with such transactions byspecifying credit protection mechanisms and providingstandardization that improves legal certainty. Cross-termination provisions under Master Agreements typicallyprovide that a default in connection with one transactionbetween the Fund and a counterparty gives the non-defaulting party the right to terminate any othertransactions in place with the defaulting party to create onesingle net payment due to/due from the defaulting partyand may be a feature in certain Master Agreements. In theevent the Fund exercises its right to terminate a MasterAgreement after a counterparty experiences a terminationevent as defined in the Master Agreement, the return ofcollateral with market value in excess of the Fund’s netliability may be delayed or denied.

The following tables present derivative financialinstruments that are subject to enforceable nettingarrangements as of December 31, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities

Gross Asset Derivatives Presented in Net Statement of Amount Assets and Financial Collateral (not less Liabilities Instrument Received than $0)Counterparty (000) (000) (000) (000)

UBS AG $31 — — $31



23


December 31, 2015

Notes to Financial Statements (cont’d)For the year ended December 31, 2015, the approximateaverage monthly amount outstanding for each derivativetype is as follows:

Foreign Currency Forward Exchange Contracts:Average monthly principal amount ...................$10,304,000

7. Securities Lending: The Fund lends securities toqualified financial institutions, such as broker-dealers, toearn additional income. Any increase or decrease in the fairvalue of the securities loaned that might occur and anyinterest earned or dividends declared on those securitiesduring the term of the loan would remain in the Fund. TheFund would receive cash or securities as collateral in anamount equal to or exceeding 100% of the current fairvalue of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company(“State Street”), the securities lending agent, to ensure thata minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lendingagent invests any cash collateral that is received in anaffiliated money market portfolio and repurchaseagreements. Securities lending income is generated fromthe earnings on the invested collateral and borrowing fees,less any rebates owed to the borrowers and compensationto the lending agent, and is recorded as “Income fromSecurities Loaned — Net” in the Fund’s Statement ofOperations. Risks in securities lending transactions are thata borrower may not provide additional collateral whenrequired or return the securities when due, and that thevalue of the short-term investments will be less than theamount of cash collateral plus any rebate that is required tobe returned to the borrower. The Fund has the right underthe lending agreement to recover the securities from theborrower on demand.

The following table presents financial instruments that aresubject to enforceable netting arrangements as ofDecember 31, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities Gross Asset Amounts Presented in Statement of Financial Collateral Net Amount Assets and Liabilities Instrument Received (not less than $0) (000) (000) (000) (000)

$5,111(b) $— $(5,111)(c)(d) $0

(b)Represents market value of loaned securities at period end.

(c)The Fund received cash collateral of approximately$4,517,000, of which approximately $4,220,000 wassubsequently invested in Repurchase Agreements andMorgan Stanley Institutional Liquidity Funds as reportedin the Portfolio of Investments. As of December 31, 2015,there was uninvested cash of approximately $297,000,which is not reflected in the Portfolio of Investments. Inaddition, the Fund received non-cash collateral ofapproximately $752,000 in the form of U.S.Government obligations, which the Fund cannot sell orrepledge, and accordingly are not reflected in thePortfolio of Investments.

(d)The actual collateral received is greater than the amountshown here due to overcollateralization.

The Portfolio has adopted the disclosure provisions ofFASB Accounting Standards Update No. 2014-11 (“ASUNo. 2014-11”), “Transfers & Servicing (Topic 860):Repurchase-to-Maturity Transactions, RepurchaseFinancings, and Disclosures”. ASU No. 2014-11 isintended to provide increased transparency about the typesof collateral pledged in securities lending transactions andother similar transactions that are accounted for as securedborrowing.



24


December 31, 2015

Notes to Financial Statements (cont’d)The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class ofcollateral pledged, and the remaining contractual maturity of those transactions as of December 31, 2015.

Remaining Contractual Maturity of the Agreements As of December 31, 2015Overnight and Between

Continuous <30 days 30 & 90 days >90 days Total(000) (000) (000) (000) (000)

Securities Lending TransactionsCommon Stocks $ 4,517 $— $— $— $ 4,517

Total Borrowings $4,517 $— $— $— $4,517Gross amount of recognized liabilities for securities lending transactions $4,517

8. Indemnifications: The Fund enters into contracts thatcontain a variety of indemnifications. The Fund’s maximumexposure under these arrangements is unknown. However,the Fund has not had prior claims or losses pursuant tothese contracts and expects the risk of loss to be remote.

9. Dividends and Distributions to Stockholders:Dividend income and distributions to stockholders arerecorded on the ex-dividend date. Dividends from netinvestment income, if any, are declared and paid annually.Net realized capital gains, if any, are distributed at leastannually.

10. Other: Security transactions are accounted for on thedate the securities are purchased or sold. Realized gains(losses) on the sale of investment securities are determinedon the specific identified cost basis. Interest income isrecognized on the accrual basis. Dividend income anddistributions are recorded on the ex-dividend date (exceptcertain dividends which may be recorded as soon as theFund is informed of such dividends) net of applicablewithholding taxes.

B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund withadvisory services under the terms of an Investment AdvisoryAgreement, calculated weekly and payable monthly, at an annualrate of 1.25% of the Fund’s average weekly net assets.

The Adviser has entered into a Sub-Advisory Agreement withthe Sub-Advisers, each a wholly-owned subsidiary of MorganStanley. The Sub-Advisers provide the Fund with advisoryservices subject to the overall supervision of the Adviser and theFund’s Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory feesthe Adviser receives from the Fund.

C. Administration Fees: The Adviser also serves asAdministrator to the Fund and provides administrative servicespursuant to an Administration Agreement for an annual fee,accrued daily and paid monthly, of 0.08% of the Fund’s averageweekly net assets. The Adviser has agreed to limit theadministration fee through a waiver so that it will be no greaterthan the previous administration fee of 0.02435% of the Fund’saverage weekly net assets plus $24,000 per annum. This waivermay be terminated at any time. For the year endedDecember 31, 2015, approximately $105,000 of administrationfees were waived pursuant to this arrangement.

Under a Sub-Administration Agreement between theAdministrator and State Street, State Street provides certainadministrative services to the Fund. For such services, theAdministrator pays State Street a portion of the fee theAdministrator receives from the Fund.

D. Custodian Fees: State Street (the “Custodian”) and itsaffiliates serve as Custodian for the Fund. The Custodian holdscash, securities, and other assets of the Fund as required by the



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December 31, 2015

Notes to Financial Statements (cont’d)Act. Custody fees are payable monthly based on assets held incustody, investment purchases and sales activity and accountmaintenance fees, plus reimbursement for certain out-of-pocketexpenses.

E. Security Transactions and Transactions with Affiliates:For the year ended December 31, 2015, purchases and sales ofinvestment securities for the Fund, other than long-term U.S.Government securities and short-term investments, wereapproximately $85,448,000 and $84,477,000, respectively.There were no purchases and sales of long-term U.S.Government securities for the year ended December 31, 2015.

The Fund invests in the Institutional Class of the MorganStanley Institutional Liquidity Funds — Money MarketPortfolio (the “Liquidity Funds”), an open-end managementinvestment company managed by the Adviser, both directly andas a portion of the securities held as collateral on loanedsecurities. Advisory fees paid by the Fund are reduced by anamount equal to its pro-rata share of the advisory andadministration fees paid by the Fund due to its investment inthe Liquidity Funds. For the year ended December 31, 2015,advisory fees paid were reduced by approximately $7,000relating to the Fund’s investment in the Liquidity Funds.

A summary of the Fund’s transactions in shares of the LiquidityFunds during the year ended December 31, 2015 is as follows:

Value ValueDecember 31, Purchases Dividend December 31, 2014 at Cost Sales Income 2015 (000) (000) (000) (000) (000)

$16,666 $34,835 $42,485 $12 $9,016

During the year ended December 31, 2015, the Fund incurredapproximately $5,000 in brokerage commissions with MorganStanley & Co., LLC, an affiliate of the Adviser/Administratorand Sub-Advisers, for portfolio transactions executed on behalfof the Fund.

The Fund has an unfunded Deferred Compensation Plan (the“Compensation Plan”), which allows each independent Directorto defer payment of all, or a portion, of the fees he or shereceives for serving on the Board of Directors. Each eligibleDirector generally may elect to have the deferred amountscredited with a return equal to the total return on one or moreof the Morgan Stanley funds that are offered as investmentoptions under the Compensation Plan. Appreciation/depreciationand distributions received from these investments are recordedwith an offsetting increase/decrease in the deferred compensationobligation and do not affect the NAV of the Fund.

F. Federal Income Taxes: It is the Fund’s intention tocontinue to qualify as a regulated investment company anddistribute all of its taxable income. Accordingly, no provision forFederal income taxes is required in the financial statements.

The Fund may be subject to taxes imposed by countries inwhich it invests. Such taxes are generally based on incomeand/or capital gains earned or repatriated. Taxes are accruedbased on net investment income, net realized gains and netunrealized appreciation as such income and/or gains are earned.Taxes may also be based on transactions in foreign currency andare accrued based on the value of investments denominated insuch currency.

FASB ASC 740-10, “Income Taxes — Overall”, sets forth aminimum threshold for financial statement recognition of thebenefit of a tax position taken or expected to be taken in a taxreturn. Management has concluded there are no significantuncertain tax positions that would require recognition in thefinancial statements. If applicable, the Fund recognizes interestaccrued related to unrecognized tax benefits in “InterestExpense” and penalties in “Other Expenses” in the Statement ofOperations. The Fund files tax returns with the U.S. InternalRevenue Service, New York and various states. Each of the taxyears in the four-year period ended December 31, 2015, remainssubject to examination by taxing authorities.



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December 31, 2015

Notes to Financial Statements (cont’d)The tax character of distributions paid may differ from thecharacter of distributions shown in the Statements of Changes inNet Assets due to short-term capital gains being treated asordinary income for tax purposes. The tax character ofdistributions paid during fiscal years 2015 and 2014 was asfollows:

2015 Distributions 2014 Distributions Paid From: Paid From:

Long-Term Long-Term Ordinary Capital Ordinary Capital Income Gain Income Gain (000) (000) (000) (000)

$722 — $1,688 —

The amount and character of income and gains to be distributedare determined in accordance with income tax regulations whichmay differ from GAAP. These book/tax differences are eitherconsidered temporary or permanent in nature.

Temporary differences are attributable to differing book and taxtreatments for the timing of the recognition of gains (losses) oncertain investment transactions and the timing of thedeductibility of certain expenses.

Permanent differences, primarily due to differing treatments ofgains (losses) related to foreign currency transactions and oncertain equity securities designated as issued by passive foreigninvestment companies, resulted in the following reclassificationsamong the components of net assets at December 31, 2015:

Distributions in Excess of Accumulated Net Investment Net Realized Paid-in- Income Loss Capital (000) (000) (000)

$194 $(194) —

At December 31, 2015, the components of distributableearnings for the Fund on a tax basis were as follows:

Undistributed Ordinary Undistributed Income Long-Term Capital Gain (000) (000)

$401 —

At December 31, 2015, the Fund had available for Federalincome tax purposes unused short term and long term capitallosses of approximately $7,405,000 and $7,735,000,respectively, that do not have an expiration date.

In addition, at December 31, 2015, the Fund had available forFederal income tax purposes unused capital losses ofapproximately $7,797,000 which will expire on December 31,2017.

To the extent that capital loss carryforwards are used to offsetany future capital gains realized, no capital gains tax liability willbe incurred by the Fund for gains realized and not distributed.To the extent that capital gains are offset, such gains will not bedistributed to the stockholders.

G. Other: On July 30, 1998, the Fund commenced a sharerepurchase program for purposes of enhancing stockholder valueand reducing the discount at which the Fund’s shares trade fromtheir NAV. During the year ended December 31, 2015, theFund repurchased 51,376 of its shares at an average discount of10.90% from NAV. Since the inception of the program, theFund has repurchased 5,740,253 of its shares at an averagediscount of 17.39% from NAV. The Directors regularly monitorthe Fund’s share repurchase program as part of their review andconsideration of the Fund’s premium/discount history. TheFund expects to continue to repurchase its outstanding shares atsuch time and in such amounts as it believes will further theaccomplishment of the foregoing objectives, subject to review bythe Directors.



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December 31, 2015

Notes to Financial Statements (cont’d)At December 31, 2015, the Fund had record owners of 10% orgreater. Investment activities of these stockholders could have amaterial impact on the Fund. The aggregate percentage of suchowners was 41.3%.

H. Results of Annual Meeting of Stockholders(unaudited): On June 16, 2015, an annual meeting of theFund’s stockholders was held for the purpose of voting on thefollowing matter, the results of which were as follows:

Election of Directors by all stockholders:

For Against

Nancy C. Everett 11,537,108 312,112Michael F. Klein 8,996,905 2,852,315W. Allen Reed 8,993,160 2,856,060

Federal Tax Notice (unaudited)

For Federal income tax purposes, the following information isfurnished with respect to the distributions paid by the Fundduring its taxable year ended December 31, 2015. For corporateshareholders 2.29% of the dividends qualified for the dividendsreceived deduction.

For Federal income tax purposes, the following information isfurnished with respect to the Fund’s earnings for its taxable yearended December 31, 2015. When distributed, certain earningsmay be subject to a maximum tax rate of 15% as provided forby the Jobs and Growth Tax Relief Reconciliation Act of 2003.The Fund designated up to a maximum of approximately$1,317,000 as taxable at this lower rate.

The Fund intends to pass through foreign tax credits ofapproximately $595,000 and has derived net income fromsources within foreign countries amounting to approximately$4,675,000.

In January, the Fund provides tax information to stockholdersfor the preceding calendar year.



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December 31, 2015

Notes to Financial Statements (cont’d)For More Information About Portfolio Holdings(unaudited)

The Fund provides a complete schedule of portfolio holdings inits semi-annual and annual reports within 60 days of the end ofthe Fund’s second and fourth fiscal quarters. The semi-annualreports and the annual reports are filed electronically with theSecurities and Exchange Commission (SEC) on Form N-CSRSand Form N-CSR, respectively. Morgan Stanley also delivers thesemi-annual and annual reports to Fund stockholders and makesthese reports available on its public website,www.morganstanley.com/im. Each Morgan Stanley fund alsofiles a complete schedule of portfolio holdings with the SEC forthe Fund’s first and third fiscal quarters on Form N-Q. MorganStanley does not deliver the reports for the first and third fiscalquarters to stockholders, nor are the reports posted to theMorgan Stanley public website. You may, however, obtain theForm N-Q filings (as well as the Form N-CSR and N-CSRSfilings) by accessing the SEC’s website, www.sec.gov. You mayalso review and copy them at the SEC’s Public ReferenceRoom in Washington, DC. Information on the operation of theSEC’s Public Reference Room may be obtained by calling theSEC toll free at 1(800) SEC-0330. You can also request copiesof these materials, upon payment of a duplicating fee, byelectronic request at the SEC’s e-mail address([email protected]) or by writing the public reference sectionof the SEC, Washington, DC 20549-0102.

In addition to filing a complete schedule of portfolio holdingswith the SEC each fiscal quarter, the Fund makes portfolioholdings information available by providing the information onits public website, www.morganstanley.com/im. The Fundprovides a complete schedule of portfolio holdings on the publicwebsite on a monthly basis at least 15 calendar days aftermonth-end and under other conditions as described in theFund’s policy on portfolio holdings disclosure. You may obtaincopies of the Fund’s monthly website postings, by calling tollfree 1(800) 231-2608.

Proxy Voting Policy and Procedures and Proxy VotingRecord (unaudited)

A copy of (1) the Fund’s policies and procedures with respect tothe voting of proxies relating to the Fund’s portfolio securities;and (2) how the Fund voted proxies relating to portfoliosecurities during the most recent twelve-month period endedJune 30, is available without charge, upon request, by calling tollfree 1(800) 231-2608 or by visiting our website atwww.morganstanley.com/im. This information is also availableon the SEC’s web site at www.sec.gov.



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December 31, 2015

Report of Independent Registered Public Accounting FirmTo the Stockholders and Board of Directors ofMorgan Stanley Emerging Markets Fund, Inc.

We have audited the accompanying statement of assets and liabilities of Morgan Stanley Emerging Markets Fund, Inc. (the “Fund”),including the portfolio of investments, as of December 31, 2015, and the related statement of operations for the year then ended, thestatements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the fiveyears in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management.Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements andfinancial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control overfinancial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theFund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Ourprocedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others orby other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonablebasis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financialposition of Morgan Stanley Emerging Markets Fund, Inc. at December 31, 2015, the results of its operations for the year then ended,the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years inthe period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, MassachusettsFebruary 26, 2016

Merrill Corp - MS Emerging Markets Fund_ Inc. Annual Report [Funds] 12-31-2015 ED [AUX] | pweakly | 24-Feb-16 16:01 | 16-1920-14.fa | Sequence: 1CHKSUM Content: 33417 Layout: 39862 Graphics: 63324 CLEAN

JOB: 16-1920-14 CYCLE#;BL#: 5; 0 TRIM: 7.5" x 8.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: Ernst_Young_sig.eps V1.5

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December 31, 2015

Portfolio Management (unaudited)The Fund is managed within the Emerging Markets Equity team. The team consists of portfolio managers and analysts. Currentmembers of the team jointly and primarily responsible for the day-to-day management of the Fund's portfolio are Munib Madni, aManaging Director of MSIM Company, Samuel Rhee, a Managing Director of MSIM Company, Ana Cristina Piedrahita, anExecutive Director of MSIM Limited, and Eric Carlson, Paul C. Psaila, Ruchir Sharma and Gaite Ali, each a Managing Director ofthe Adviser.

Mr. Madni has been associated with MSIM Company in an investment management capacity since February 2005 and beganmanaging the Fund in May 2012. Mr. Rhee has been associated with MSIM Company in an investment management capacity sinceJuly 2005 and began managing the Fund in May 2012. Mr. Carlson has been associated with the Adviser in an investmentmanagement capacity since September 1997 and began managing the Fund in February 2011. Ms. Piedrahita had been associatedwith MSIM Limited in an investment management capacity and began managing the Fund in January 2002. Mr. Psaila has beenassociated with the Adviser in an investment management capacity since 1994 and began managing the Fund in February 1994.Mr. Sharma has been associated with the Adviser in an investment management capacity since 1996 and began managing the Fund inFebruary 2002. Ms. Ali has been associated with the Adviser in an investment management capacity since 2007 and began managingthe Fund in April 2013.

Merrill Corp - MS Emerging Markets Fund_ Inc. Annual Report [Funds] 12-31-2015 ED [AUX] | pweakly | 24-Feb-16 16:01 | 16-1920-14.fa | Sequence: 2CHKSUM Content: 14188 Layout: 14594 Graphics: No Graphics CLEAN


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December 31, 2015

Investment Policy (unaudited)DerivativesThe Fund may, but it is not required to, use derivative instruments for a variety of purposes, including hedging, risk management,portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of anunderlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, alsoaffect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may haveadditional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by thecounterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments,indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising frommargin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated withother portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques andrisk analyses different from those associated with other portfolio investments. In addition, proposed regulatory changes by the SECrelating to a mutual fund’s use of derivatives could potentially limit or impact the Fund’s ability to invest in derivatives and adverselyaffect the value or performance of the Fund or its derivative investments.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageousto do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable SEC rules and regulations,or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives tofurther the Fund’s investment objective, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Fund may use and their associated risks:

Foreign Currency Forward Exchange Contracts. In connection with its investments in foreign securities, the Fund also may enter intocontracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forwardexchange contract (“currency contract”) is a negotiated agreement between the contracting parties to exchange a specified amount ofcurrency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that arethe subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currencyexchange rates or to gain or modify exposure to a particular currency. The Fund may also invest in non-deliverable foreign currencyforward exchange contracts (“NDFs”). NDFs are similar to other foreign currency forward exchange contracts, but do not require orpermit physical delivery of currency upon settlement. Instead, settlement is made in cash based on the difference between thecontracted exchange rate and the spot foreign exchange rate at settlement. In addition, the Fund may use cross currency hedging orproxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currencyhedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes orto establish an active exposure to the exchange rate between any two currencies. To the extent hedged by the use of currency contracts,the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible becausethe future value of such securities in foreign currencies will change as a consequence of market movements in the value of those



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December 31, 2015

Investment Policy (unaudited) (cont’d)securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduceor preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There isadditional risk that such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in thedirection opposite to the position taken and that currency contracts create exposure to currencies in which the Fund’s securities arenot denominated. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to thecontract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract.

Futures. A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset,reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease intandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settledthrough either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount onthe settlement date. A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment andeven a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to thederivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return,and the potential loss from futures contracts can exceed the Fund’s initial investment in such contracts. No assurance can be given thata liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Fund of margindeposits in the event of bankruptcy of a broker with which the Fund has open positions in the futures contract.

Structured Investments. The Fund also may invest a portion of its assets in structured investments. A structured investment is aderivative security designed to offer a return linked to a particular underlying security, currency, commodity or market. Structuredinvestments may come in various forms including notes (such as exchange-traded notes), warrants and options to purchase securities.The Fund will typically use structured investments to gain exposure to a permitted underlying security, currency, commodity ormarket when direct access to a market is limited or inefficient from a tax or cost standpoint. There can be no assurance that structuredinvestments will trade at the same price or have the same value as the underlying security, currency, commodity or market.Investments in structured investments involve risks including issuer risk, counterparty risk and market risk. Holders of structuredinvestments bear risks of the underlying investment and are subject to issuer or counterparty risk because the Fund is relying on thecreditworthiness of such issuer or counterparty and has no rights with respect to the underlying investment. Certain structuredinvestments may be thinly traded or have a limited trading market and may have the effect of increasing the Fund’s illiquidity to theextent that the Fund, at a particular point in time, may be unable to find qualified buyers for these securities.

Special Risks Related to Cyber SecurityThe Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorizedmonitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks;unauthorized access to relevant systems; compromises to networks or devices that the Fund and its service providers use to service theFund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and itsservice providers. Cyber attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund andits stockholders, potentially resulting in, among other things, financial losses; the inability of Fund stockholders to transact business and



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December 31, 2015

Investment Policy (unaudited) (cont’d)the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines,penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incuradditional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuersof securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurancethat the Fund or its service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.

Foreign and Emerging Market SecuritiesInvesting in the securities of foreign issuers, particularly those located in emerging market or developing countries, entails the risk thatnews and events unique to a country or region will affect those markets and their issuers. The value of the Fund’s shares may varywidely in response to political and economic factors affecting companies in foreign countries. These same events will not necessarilyhave an effect on the U.S. economy or similar issuers located in the United States. In addition, investments in certain foreign markets,which have historically been considered stable, may become more volatile and subject to increased risk due to ongoing developmentsand changing conditions in such markets. Moreover, the growing interconnectivity of global economies and financial markets hasincreased the probability that adverse developments and conditions in one country or region will affect the stability of economies andfinancial markets in other countries or regions.

Investments in foreign markets entail special risks such as currency, political, economic and market risks. There also may be greatermarket volatility, less reliable financial information, higher transaction and custody costs, decreased market liquidity and lessgovernment and exchange regulation associated with investments in foreign markets. In addition, investments in certain foreignmarkets, which have historically been considered stable, may become more volatile and subject to increased risk due to ongoingdevelopments and changing conditions in such markets. Moreover, the growing interconnectivity of global economies and financialmarkets has increased the probability that adverse developments and conditions in one country or region will affect the stability ofeconomies and financial markets in other countries or regions. Certain foreign markets may rely heavily on particular industries orforeign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular countryor countries, organizations, entities and/or individuals, changes in international trading patterns, trade barriers, and other protectionistor retaliatory measures. Economic sanctions could, among other things, effectively restrict or eliminate the Fund’s ability to purchaseor sell securities or groups of securities for a substantial period of time, and may make the Fund’s investments in such securities harderto value. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capitalcontrols, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. The governments ofcertain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain sectors orindustries. In addition, a foreign government may limit or cause delay in the convertibility or repatriation of its currency which wouldadversely affect the U.S. dollar value and/or liquidity of investments denominated in that currency. Certain foreign investments maybecome less liquid in response to market developments or adverse investor perceptions, or become illiquid after purchase by the Fund,particularly during periods of market turmoil. When the Fund holds illiquid investments, its portfolio may be harder to value. Therisks of investing in emerging market countries are greater than risks associated with investments in foreign developed countries. Inaddition, the Fund’s investments in foreign issuers may be denominated in foreign currencies and therefore, to the extent unhedged,the value of the investment will fluctuate with the U.S. dollar exchange rates.



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December 31, 2015

Investment Policy (unaudited) (cont’d)Shanghai-Hong Kong Stock Connect ProgramThe Shanghai-Hong Kong Stock Connect program (“Stock Connect”) allows non-Chinese investors (such as the Fund) to purchasecertain Shanghai Stock Exchange-listed equities via brokers in Hong Kong. Although Stock Connect is the first program allowingnon-Chinese investors to trade Chinese equities without a license, purchases of securities through Stock Connect are subject tomarket-wide quota limitations, which may prevent the Fund from purchasing Stock Connect securities when it is otherwiseadvantageous to do so. An investor cannot purchase and sell the same security on the same trading day, which may restrict the Fund’sability to invest in China A-shares through Stock Connect and to enter into or exit trades where it is advantageous to do so on thesame trading day. Because Stock Connect trades are routed through Hong Kong brokers and the Hong Kong Stock Exchange, StockConnect is affected by trading holidays in either Shanghai or Hong Kong, and there are trading days in Shanghai when Stock Connectinvestors will not be able to trade. As a result, prices of securities purchased through Stock Connect may fluctuate at times when theFund is unable to add to or exit its position. Only certain China A-shares are eligible to be accessed through Stock Connect. Suchsecurities may lose their eligibility at any time, in which case they may be sold but may no longer be purchased through StockConnect. Because Stock Connect is relatively new, its effects on the market for trading China A-shares are uncertain. In addition, thetrading, settlement and IT systems required to operate Stock Connect are relatively new and continuing to evolve. In the event thatthe relevant systems do not function properly, trading through Stock Connect could be disrupted.

Stock Connect is subject to regulation by both Hong Kong and China. There can be no assurance that further regulations will notaffect the availability of securities in the program, the frequency of redemptions or other limitations. Stock Connect transactions arenot covered by investor protection programs of either the Hong Kong or Shanghai Stock Exchanges, although any default by a HongKong broker should be subject to established Hong Kong law. In China, Stock Connect securities are held on behalf of ultimateinvestors (such as the Fund) by the Hong Kong Securities Clearing Company Limited (“HKSCC”) as nominee. While Chineseregulators have affirmed that the ultimate investors hold a beneficial interest in Stock Connect securities, the law surrounding suchrights is in its early stages and the mechanisms that beneficial owners may use to enforce their rights are untested and therefore poseuncertain risks. Further, courts in China have limited experience in applying the concept of beneficial ownership and the lawsurrounding beneficial ownership will continue to evolve as they do so. There is accordingly a risk that as the law is tested anddeveloped, the Fund’s ability to enforce its ownership rights may be negatively impacted. The Fund may not be able to participate incorporate actions affecting Stock Connect securities due to time constraints or for other operational reasons. Similarly, the Fund willnot be able to vote in shareholders’ meetings except through HKSCC and will not be able to attend shareholders’ meetings. StockConnect trades are settled in Renminbi (RMB), the Chinese currency, and investors must have timely access to a reliable supply ofRMB in Hong Kong, which cannot be guaranteed.

Stock Connect trades are either subject to certain pre-trade requirements or must be placed in special segregated accounts that allowbrokers to comply with these pre-trade requirements by confirming that the selling shareholder has sufficient Stock Connect securitiesto complete the sale. If the Fund does not utilize a special segregated account, the Fund will not be able to sell the shares on anytrading day where it fails to comply with the pre-trade checks. In addition, these pre-trade requirements may, as a practical matter,limit the number of brokers that the Fund may use to execute trades. While the Fund may use special segregated accounts in lieu of



35


December 31, 2015

Investment Policy (unaudited) (cont’d)the pre-trade check, many market participants have yet to fully implement IT systems necessary to complete trades involving securitiesin such accounts in a timely manner. Market practice with respect to special segregated accounts is continuing to evolve.

Determination of NAVThe Fund determines the NAV per share as of the close of the NYSE (normally 4:00 p.m. Eastern time) on each day that the NYSE isopen for business. Shares generally will not be priced on days that the NYSE is closed. If the NYSE is closed due to inclement weather,technology problems or any other reason on a day it would normally be open for business, or the NYSE has an unscheduled earlyclosing on a day it has opened for business, the Fund reserves the right to treat such day as a business day and calculate its NAV as ofthe normally scheduled close of regular trading on the NYSE for that day, so long as the Adviser believes there generally remains anadequate market to obtain reliable and accurate market quotations. The Fund may elect to price its shares on days when the NYSE isclosed but the primary securities markets on which the Fund’s securities trade remain open.



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December 31, 2015

Dividend Reinvestment and Cash Purchase Plan (unaudited)Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), each stockholder will be deemed to have elected, unlessComputershare Trust Company, N.A. (the “Plan Agent”) is otherwise instructed by the stockholder in writing, to have alldistributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cashpayments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares.

Dividend and capital gain distributions (Distributions) will be reinvested on the reinvestment date in full and fractional shares. If themarket price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants atnet asset value or, if net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of themarket price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at marketprice. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestmentrequirements at the discretion of the Board of Directors. Should the Fund declare a Distribution payable only in cash, the Plan Agentwill purchase Fund shares for participants in the open market as agent for the participants.

The Plan Agent’s fees for the reinvestment of a Distribution will be paid by the Fund. However, each participant’s account will becharged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant’s behalf. Aparticipant will also pay brokerage commissions incurred on purchases made by voluntary cash payments. Although stockholders inthe Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may bepayable on such dividends or distributions.

In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are the beneficial owners, the PlanAgent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing thetotal amount registered in the stockholder’s name and held for the account of beneficial owners who are participating in the Plan.

Stockholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is nopenalty for non-participation or withdrawal from the Plan, and stockholders who have previously withdrawn from the Plan may rejoinat any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at:

Morgan Stanley Emerging Markets Fund, Inc.Computershare Trust Company, N.A.P.O. Box 30170College Station, Texas 778421(800) 231-2608



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December 31, 2015

U.S. Privacy Policy (unaudited)An Important Notice Concerning Our U.S. Privacy PolicyThis privacy notice describes the U.S. privacy policy of Morgan Stanley Distribution, Inc., and the Morgan Stanley family of mutual funds

(“us”, “our”, “we”).

We are required by federal law to provide you with notice of our U.S. privacy policy (“Policy”). This Policy applies to both ourcurrent and former clients unless we state otherwise and is intended for individual clients who purchase products or receive servicesfrom us for personal, family or household purposes. This Policy is not applicable to partnerships, corporations, trusts or othernon-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for whichwe serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable toindividuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, or accountssubject to the Uniform Gifts to Minors Act.

This notice sets out our business practices to protect your privacy; how we collect and share personal information about you; and howyou can limit our sharing or certain uses by others of this information. We may amend this Policy at any time, and will inform you ofany changes to our Policy as required by law.

We Respect Your PrivacyWe appreciate that you have provided us with your personal financial information and understand your concerns about yourinformation. We strive to safeguard the information our clients entrust to us. Protecting the confidentiality and security of clientinformation is an important part of how we conduct our business.

This notice describes what personal information we collect about you, how we collect it, when we may share it with others, and howcertain others may use it. It discusses the steps you may take to limit our sharing of certain information about you with our affiliatedcompanies, including, but not limited to our affiliated banking businesses, brokerage firms and credit service affiliates. It also discloseshow you may limit our affiliates’ use of shared information for marketing purposes.

Throughout this Policy, we refer to the nonpublic information that personally identifies you as “personal information.” We also usethe term “affiliated company” in this notice. An affiliated company is a company in our family of companies and includes companieswith the Morgan Stanley name. These affiliated companies are financial institutions such as broker-dealers, banks, investment advisersand credit card issuers. We refer to any company that is not an affiliated company as a nonaffiliated third party. For purposes ofSection 5 of this notice, and your ability to limit certain uses of personal information by our affiliates, this notice applies to the use ofpersonal information by our affiliated companies.

1. What Personal Information Do We Collect From You?We may collect the following types of information about you: (i) information provided by you, including information fromapplications and other forms we receive from you, (ii) information about your transactions with us or our affiliates, (iii) information



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December 31, 2015

U.S. Privacy Policy (unaudited) (cont’d)about your transactions with nonaffiliated third parties, (iv) information from consumer reporting agencies, (v) information obtainedfrom our websites, and (vi) information obtained from other sources. For example:

• We collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investmentobjectives through applications and other forms you submit to us.

• We may obtain information about account balances, your use of account(s) and the types of products and services you prefer toreceive from us through your dealings and transactions with us and other sources.

• We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

• We may collect background information from and through third-party vendors to verify representations you have made and tocomply with various regulatory requirements.

2. When Do We Disclose Personal Information We Collect About You?We may disclose personal information we collect about you in each of the categories listed above to affiliated and nonaffiliated third parties.

a. Information We Disclose to Affiliated Companies. We may disclose personal information that we collect about you to ouraffiliated companies to manage your account(s) effectively, to service and process your transactions, and to let you know aboutproducts and services offered by us and affiliated companies, to manage our business, and as otherwise required or permitted bylaw. Offers for products and services from affiliated companies are developed under conditions designed to safeguard yourpersonal information.

b. Information We Disclose to Third Parties. We may disclose personal information that we collect about you to nonaffiliatedthird parties to provide marketing services on our behalf or to other financial institutions with whom we have joint marketingagreements. We may also disclose all of the information we collect to other nonaffiliated third parties for our everyday businesspurposes, such as to process transactions, maintain account(s), respond to court orders and legal investigations, report to creditbureaus, offer our own products and services, protect against fraud, for institutional risk control, to perform services on ourbehalf, and as otherwise required or permitted by law.

When we share personal information about you with a nonaffiliated third party, they are required to limit their use of personalinformation about you to the particular purpose for which it was shared and they are not allowed to share personal information aboutyou with others except to fulfill that limited purpose or as may be permitted or required by law.

3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?We maintain physical, electronic and procedural security measures that comply with applicable law and regulations to help safeguardthe personal information we collect about you. We have internal policies governing the proper handling of client information by



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December 31, 2015

U.S. Privacy Policy (unaudited) (cont’d)employees. Third parties that provide support or marketing services on our behalf may also receive personal information about you,and we require them to adhere to appropriate security standards with respect to such information.

4. How Can You Limit Our Sharing Certain Personal Information About You With Our AffiliatedCompanies for Eligibility Determination?By following the opt-out procedures in Section 6 below, you may limit the extent to which we share with our affiliated companies,personal information that was collected to determine your eligibility for products and services such as your credit reports and otherinformation that you have provided to us or that we may obtain from third parties (“eligibility information”). Eligibility informationdoes not include your identification information or personal information pertaining to our transactions or experiences with you.Please note that, even if you direct us not to share eligibility information with our affiliated companies, we may still share yourpersonal information, including eligibility information, with our affiliated companies under circumstances that are permitted underapplicable law, such as to process transactions or to service your account.

5. How Can You Limit the Use of Certain Personal Information About You by Our AffiliatedCompanies for Marketing?By following the opt-out instructions in Section 6 below, you may limit our affiliated companies from marketing their products orservices to you based on personal information we disclose to them. This information may include, for example, your income and accounthistory with us. Please note that, even if you choose to limit our affiliated companies from using personal information about you that wemay share with them for marketing their products and services to you, our affiliated companies may use your personal information thatthey obtain from us to market to you in circumstances permitted by law, such as if the affiliated party has its own relationship with you.

6. How Can You Send Us an Opt-Out Instruction?If you wish to limit our sharing of eligibility information about you with our affiliated companies, or our affiliated companies’ use ofpersonal information for marketing purposes, as described in this notice, you may do so by:

• Calling us at (800) 231-2608Monday–Friday between 8:30a.m. and 6p.m. (EST)

• Writing to us at the following address:

Computershare Trust Company, N.A.c/o Privacy CoordinatorP.O. Box 30170College Station, Texas 77842

If you choose to write to us, your request should include: your name, address, telephone number and account number(s) to which theopt-out applies and whether you are opting out with respect to sharing of eligibility information (Section 4 above), or informationused for marketing (Section 5 above), or both. Written opt-out requests should not be sent with any other correspondence. In order to



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December 31, 2015

U.S. Privacy Policy (unaudited) (cont’d)process your request, we require that the request be provided by you directly and not through a third party. Once you have informedus about your privacy preferences, your opt-out preference will remain in effect with respect to this Policy (as it may be amended) untilyou notify us otherwise. If you are a joint account owner, we will accept instructions from any one of you and apply those instructionsto the entire account.

Please understand that if you limit our sharing or our affiliated companies’ use of personal information, you and any joint accountholder(s) may not receive information about our affiliated companies’ products and services, including products or services that couldhelp you manage your financial resources and achieve your investment objectives.

If you have more than one account or relationship with us, please specify the accounts to which you would like us to apply yourprivacy choices. If you have accounts or relationships with our affiliates, you may receive multiple privacy policies from them, and willneed to separately notify those companies of your privacy choices for those accounts or relationships.

7. What if an Affiliated Company Becomes a Nonaffiliated Third Party?If, at any time in the future, an affiliated company becomes a nonaffiliated third party, further disclosures of personal informationmade to the former affiliated company will be limited to those described in Section 2(b) above relating to nonaffiliated third parties. Ifyou elected under Section 6 to limit disclosures we make to affiliated companies, or use of personal information by affiliatedcompanies, your election will not apply to use by any former affiliated company of your personal information in their possession onceit becomes a nonaffiliated third party.

SPECIAL NOTICE TO RESIDENTS OF VERMONTThe following section supplements our Policy with respect to our individual clients who have a Vermont address and

supersedes anything to the contrary in the above Policy with respect to those clients only.

The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collectabout you with nonaffiliated third parties, or eligibility information with affiliated companies, other than in certain limitedcircumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third partiesor eligibility information with affiliated companies, unless you provide us with your written consent to share such information.

SPECIAL NOTICE TO RESIDENTS OF CALIFORNIAThe following section supplements our Policy with respect to our individual clients who have a California address and

supersedes anything to the contrary in the above Policy with respect to those clients only.

In response to a California law, if your account has a California home address, your personal information will not be disclosed tononaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal informationwith our affiliates to comply with California privacy laws that apply to us.



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December 31, 2015

Director and Officer Information (unaudited)Independent Directors:

Number of Portfolios in Fund Complex Positions(s) Length of OverseenName, Age and Address of Held with Time Principal Occupation(s) During Past 5 Years by Other Directorships Held byIndependent Director Registrant Served* and Other Relevant Professional Experience Director** Independent Director***

Frank L. Bowman (71)c/o Kramer Levin Naftalis &Frankel LLPCounsel to the IndependentDirectors1177 Avenue of theAmericasNew York, NY 10036

Director SinceAugust 2006

President, Strategic Decisions, LLC (consulting)(since February 2009); Director or Trustee ofvarious Morgan Stanley Funds (since August2006); Chairperson of the Compliance andInsurance Committee (since October 2015);Formerly, Chairperson of the InsuranceSub-Committee of the Compliance and InsuranceCommittee (February 2007-December 2015);served as President and Chief Executive Officerof the Nuclear Energy Institute (policy organization)(February 2005-November 2008); retired asAdmiral, U.S. Navy after serving over 38 yearson active duty including 8 years as Director ofthe Naval Nuclear Propulsion Program in theDepartment of the Navy and the U.S. Departmentof Energy (1996-2004); served as Chief of NavalPersonnel (July 1994-September 1996); and onthe Joint Staff as Director of Political MilitaryAffairs (June 1992-July 1994); knighted asHonorary Knight Commander of the MostExcellent Order of the British Empire; awardedthe Officier de l’Orde National du Mérite by theFrench Government; elected to the NationalAcademy of Engineering (2009).

98 Director of BP p.l.c.; Director ofNaval and Nuclear Technologies LLP;Director Emeritus of the ArmedServices YMCA; Director of the U.S.Naval Submarine League; Member ofNational Security Advisory Council ofthe Center for U.S. GlobalEngagement and a member of theCNA Military Advisory Board;Chairman of the Charity, J StreetCup Golf, Trustee of FairhavenUnited Methodist Church; andDirector of other various non-profitorganizations.

Kathleen A. Dennis (62)c/o Kramer Levin Naftalis &Frankel LLPCounsel to the IndependentDirectors1177 Avenue of theAmericasNew York, NY 10036

Director SinceAugust2006

President, Cedarwood Associates (mutual fundand investment management consulting) (sinceJuly 2006); Chairperson of the Money Market andAlternatives Sub-Committee of the InvestmentCommittee (since October2006) and Director orTrustee of various Morgan Stanley Funds (sinceAugust 2006); formerly, Senior ManagingDirector of Victory Capital Management(1993-2006).

98 Director of various nonprofitorganizations.



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December 31, 2015

Director and Officer Information (unaudited) (cont’d)Independent Directors (cont’d):


Director of Cincinnati Bell Inc. andMember, Audit Committee andCompensation Committee; Directorof Northern Kentucky UniversityFoundation and Member, InvestmentCommittee; Member of ChaseCollege of Law Transactional LawPractice Center Board of Advisors;Director of Best Transport; ChaseCollege of Law Board of Visitors,formerly Member, University ofCincinnati Foundation InvestmentCommittee; Member, MiamiUniversity Board of Visitors (2008-2011); Trustee of Victory Funds(2005-2008) and Chairman,Investment Committee (2007-2008)and Member, Service ProviderCommittee (2005-2008).

98Chairman and Chief Executive Officer, OpusCapital Group (since January 1996); andformerly, Director, Capvest Venture Fund, LP(May 2000-December 2011); Partner, AdenaVentures, LP (July 1999-December 2010);Director, The Victory Funds (February 2005-July 2008).

SinceJanuary 2015

DirectorJakki L. Haussler (58)c/o Kramer Levin Naftalis &Frankel LLPCounsel to the IndependentDirectors1177 Avenue of theAmericasNew York, NY 10036

Member of Virginia CommonwealthUniversity School of BusinessFoundation; formerly, Member ofVirginia Commonwealth UniversityBoard of Visitors (2013-2015);formerly, Member of Committee onDirectors for Emerging MarketsGrowth Fund, Inc. (2007-2010);Chairperson of Performance EquityManagement, LLC (2006-2010); andChairperson, GMAM Absolute ReturnStrategies Fund, LLC (2006-2010).

98Chief Executive Officer, Virginia CommonwealthUniversity Investment Company (since November2015); Owner, OBIR, LLC (investmentmanagement consulting) (since June 2014);formerly, Managing Director, BlackRock Inc.(February 2011-December 2013); and ChiefExecutive Officer, General Motors AssetManagement (a/k/a Promark Global Advisors,Inc.) (June 2005-May 2010).

SinceJanuary 2015

DirectorNancy C. Everett (61)c/o Kramer Levin Naftalis &Frankel LLPCounsel to the IndependentDirectors1177 Avenue of theAmericasNew York, NY 10036



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December 31, 2015



Director of Electro Rent Corporation(equipment leasing). Prior toDecember 31, 2013, Director of TheFord Family Foundation.

101President, Kearns & Associates LLC (investmentconsulting); Chairperson of the Audit Committee(since October 2006) and Director or Trustee ofvarious Morgan Stanley Funds (since August1994); formerly, Deputy Chairperson of the AuditCommittee (July 2003-September 2006) andChairperson of the Audit Committee of variousMorgan Stanley Funds (since August 1994); CFOof the J. Paul Getty Trust.

SinceAugust1994

DirectorJoseph J. Kearns (73)c/o Kearns & AssociatesLLC23823 Malibu RoadS-50-440Malibu, CA 90265

Director of certain investment fundsmanaged or sponsored by AetosCapital, LLC. Director of SanitizedAG and Sanitized Marketing AG(specialty chemicals).

97Managing Director, Aetos Capital, LLC (sinceMarch 2000); Co-President, Aetos AlternativesManagement, LLC (since January 2004); and Co-Chief Executive Officer of Aetos Capital LLC(since August 2013); Chairperson of the FixedIncome Sub-Committee of the InvestmentCommittee (since October 2006) and Director orTrustee of various Morgan Stanley Funds (sinceAugust 2006); formerly, Managing Director,Morgan Stanley & Co. Inc. and Morgan StanleyDean Witter Investment Management, President,various Morgan Stanley Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co.Inc. and Morgan Stanley Dean Witter InvestmentManagement (August 1997-December 1999).

SinceAugust2006

DirectorMichael F. Klein (57)c/o Kramer Levin Naftalis &Frankel LLPCounsel to the IndependentDirectors1177 Avenue of theAmericasNew York, NY 10036

Director of NVR, Inc. (homeconstruction).

100Senior Partner, Johnson Smick International, Inc.(consulting firm); Chairperson of the InvestmentCommittee (since October 2006) and Director orTrustee of various Morgan Stanley Funds (sinceJuly 1991); Co-Chairman and a founder of theGroup of Seven Council (G7C) (internationaleconomic commission); formerly Chairperson ofthe Audit Committee (July 1991-September 2006),Vice Chairman of the Board of Governors of theFederal Reserve System and Assistant Secretaryof the U.S. Treasury.

SinceJuly 1991

DirectorDr. Manuel H. Johnson (67)c/o Johnson SmickInternational, Inc.220 I Street, N.E. —Suite 200Washington, D.C. 20002



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December 31, 2015



None.100Chair of the Boards of various Morgan StanleyFunds (since July 2006); Chairperson of theClosed-End Fund Committee (since June 2012)and Director or Trustee of various MorganStanley Funds (since July 1991); formerly,Chairperson of the Insurance Committee (untilJuly 2006), General Partner, TriumphCapital, L.P.(private investment partnership) (1988-2013).

Chair of theBoardssinceJuly 2006andDirectorsinceJuly 1991

Chair of theBoard andDirector

Michael E. Nugent (79)522 Fifth AvenueNew York, NY 10036

Director of Legg Mason, Inc.;formerly Director of the AuburnUniversity Foundation (2010-2015).

98Chairperson of the Equity Sub-Committee of theInvestment Committee (since October 2006) andDirector or Trustee of various Morgan StanleyFunds (since August 2006); formerly, Presidentand CEO of General Motors Asset Management;Chairman and Chief Executive Officer of the GMTrust Bank and Corporate Vice President ofGeneral Motors Corporation (August 1994-December 2005).

SinceAugust 2006

DirectorW. Allen Reed (68)c/o Kramer Levin Naftalis &Frankel LLPCounsel to the IndependentDirectors1177 Avenue of theAmericasNew York, NY 10036

Formerly, Trustee and Director ofcertain investment companies in theJP Morgan Fund Complex managedby JP Morgan InvestmentManagement Inc. (1987-2012).

100Chairman, Joe Pietryka, Inc.; Chairperson of theGovernance Committee and Director or Trusteeof various Morgan Stanley Funds (sinceJune 1992).

SinceJune 1992

DirectorFergus Reid (83)c/o Joe Pietryka, Inc.85 Charles Colman Blvd.Pawling, NY 12564



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December 31, 2015

Director and Officer Information (unaudited) (cont’d)Interested Director:

Number of Portfolios in Fund Complex Overseen Positions(s) Length of by Name, Age and Address of Held with Time Interested Other Directorships Held byInterested Director Registrant Served* Principal Occupation(s) During Past 5 Years Director** Interested Director***

* This is the earliest date the Director began serving the Morgan Stanley Funds. Each Director serves an indefinite term, until his or her successor is elected.** The Fund Complex includes (as of December 31, 2015) all open-end and closed-end funds (including all of their portfolios) advised by Morgan Stanley

Investment Management Inc. (the “Adviser”) and any funds that have an adviser that is an affiliated person of the Adviser (including, but not limited to,Morgan Stanley AIP GP LP).

*** This includes any directorships at public companies and registered investment companies held by the Director at any time during the past five years.

Formerly, Director of AXAFinancial, Inc. and AXAEquitable Life InsuranceCompany (2002-2011) andDirector of AXA MONY LifeInsurance Company and AXAMONY Life Insurance Companyof America (2004-2011).

99Director or Trustee of various Morgan StanleyFunds (since June 2000); Senior Advisor ofMorgan Stanley (since August 2000).

SinceJune 2000

DirectorJames F. Higgins (68)One New York Plaza,New York, NY 10004



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December 31, 2015

Director and Officer Information (unaudited) (cont’d)Executive Officers:

Position(s) Held with Length ofName, Age and Address of Executive Officer Registrant Time Served* Principal Occupation(s) During Past 5 Years

* This is the earliest date the officer began serving the Morgan Stanley Funds. Each officer serves a one-year term, until his or her successor is elected andhas qualified.

John H. Gernon (52)522 Fifth AvenueNew York, NY 10036

President andPrincipalExecutiveOfficer

Since September 2013

President and Principal Executive Officer of the Equity and FixedIncome Funds and the Morgan Stanley AIP Funds (sinceSeptember 2013) and the Liquidity Funds and various moneymarket funds (since May 2014) in the Fund Complex, ManagingDirector of the Adviser; Head of Product (since 2006).

Stefanie V. Chang Yu (49)522 Fifth AvenueNew York, NY 10036

ChiefComplianceOfficer

Since December 1997

Managing Director of the Adviser and various entities affiliatedwith the Adviser; Chief Compliance Officer of various MorganStanley Funds and the Adviser (since January 2014); formerly,Vice President of various Morgan Stanley Funds (December 1997-January 2014).

Managing Director of the Adviser and various entities affiliatedwith the Adviser; Vice President of various Morgan Stanley Funds(since January 2014); formerly, Assistant Secretary of variousMorgan Stanley Funds (October 2004-January 2014).

Since January 2014

Vice PresidentJoseph C. Benedetti (50)522 Fifth AvenueNew York, NY 10036

Executive Director of the Adviser and various entities affiliatedwith the Adviser; Treasurer (since July 2003) and PrincipalFinancial Officer of various Morgan Stanley Funds (sinceSeptember 2002).

Treasurer sinceJuly 2003 andPrincipalFinancial Officersince September2002

Treasurer andPrincipalFinancialOfficer

Francis J. Smith (50)522 Fifth AvenueNew York, NY 10036

Executive Director of the Adviser; Secretary of various MorganStanley Funds (since June 1999).

Since June 1999

SecretaryMary E. Mullin (48)522 Fifth AvenueNew York, NY 10036



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Documents

Morgan Stanley Emerging Markets Fund, Inc. NYSE: MSF · 4 Morgan Stanley Emerging Markets Fund, Inc. December 31, 2015 Letter to Stockholders (unaudited) (cont’d) • As we have