Morgan Stanley Emerging Markets Fund (MSF) – Odd Lot Tender Offer – $250 potential

Current Price – $13.47

Offer Price – $16.05 (based on latest NAV of $16.24)

Upside – 19% or $250 for Odd Lot holders

Expiration date – July 10, 2012

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Morgan Stanley Emerging Markets Fund, Inc. (the "Fund") is offering to purchase up to 15% of its outstanding Shares, or 2,583,721 of its outstanding Shares of Common Stock, for cash at a price per Share equal to 98.5% of the net asset value ("NAV") per Share as of the close of regular trading on the New York Stock Exchange ("NYSE") on July 11, 2012 (or, if the Offer is extended, on the following business day after the date to which the Offer is extended) (the "Pricing Date") upon specified terms and subject to conditions as set forth in the Offer documents.

No proration for Odd Lot holders:

If more than 2,583,721 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 4), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering Stockholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Shares duly tendered by or on behalf of each Stockholder (and not so withdrawn); however, the Fund will accept all Shares tendered by any Stockholder who owns, beneficially or of record, an aggregate of not more than 99 Shares and who tenders all such Shares.

Source of Funds:

The actual cost to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number tendered, and the price will be based on the NAV per Share on the Pricing Date. If the NAV per Share on the Pricing Date were the same as the NAV per Share on April 30, 2012, and if Stockholders tender 15% of the Fund's outstanding Shares pursuant to the Offer, the estimated payments by the Fund to the Stockholders would be approximately $41,339,536. See the Pro Forma Capitalization table below.

The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained from cash and from sales of securities in the Fund's investment portfolio. Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered Shares