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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.2)*
Morgan Stanley Emerging Markets Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
61744G107
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(CUSIP Number)
December 31, 2009
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 61744G107 13G PAGE 2 OF 8 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CITY OF LONDON INVESTMENT GROUP PLC, A COMPANY INCORPORATED UNDER
THE LAWS OF ENGLAND AND WALES
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,254,144
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,254,144
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,144
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.28%
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12. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 61744G107 13G PAGE 3 OF 8 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CITY OF LONDON INVESTMENT MANAGEMENT COMPANY LIMITED, A COMPANY
INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,254,144
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
------ -------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,254,144
------ -------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,144
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.28%
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12. TYPE OF REPORTING PERSON
IA
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CUSIP NO. 61744G107 13G PAGE 4 OF 8 PAGES
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ITEM 1(A). NAME OF ISSUER:
Morgan Stanley Emerging Markets Fund, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive offices of the Fund are located at : Morgan
Stanley Emerging Markets Fund, Inc. c/o Morgan Stanley Investment
Management Inc. , 522 Fifth Avenue, New York, NY 10036 (attn, Mary E
Mullin, Secretary)
ITEM 2(A). NAME OF PERSON FILING:
This statement is being filed by City of London Investment Group PLC
("CLIG") and City of London Investment Management Company Limited
("CLIM," and together with CLIG, the "Reporting Persons").
The principal business of CLIG is serving as the parent holding
company for the City of London group of companies, including CLIM.
CLIM is an emerging markets fund manager, which specializes in
investing in closed-end investment companies and is a registered
investment adviser under Section 203 of the Investment Advisers Act
of 1940. CLIM is controlled by CLIG. CLIM is principally engaged in
the business of providing investment advisory services to various
public and private investment funds, including The Emerging World
Fund ("EWF"), a Dublin, Ireland-listed open-ended investment
company, Emerging Markets Country Fund ("GEM"), a private investment
fund organized as a Delaware business trust, Investable Emerging
Markets Country Fund ("IEM"), a private investment fund organized as
a Delaware business trust, Emerging (BMI) Markets Country Fund
("BMI"), a private investment fund organized as a Delaware business
trust, Emerging Free Markets Country Fund ("FREE"), a private
investment fund organized as a Delaware business trust, Frontier
Emerging Markets Fund ("FRONT"), a private investment fund organized
as a Delaware business trust, The EM Plus CEF Fund ("PLUS"), a
private investment fund organized as a Delaware business trust, GFM
(Institutional) Emerging Markets Country Fund ("GFM"), an open-ended
fund organized under the laws of the Province of Ontario, Tradex
Global Equity Fund ("Tradex"), an Ontario mutual fund, and sixteen
unaffiliated third-party segregated accounts over which CLIM
exercises discretionary voting and investment authority (the
"Segregated Accounts").
EWF, GEM, IEM, BMI, FREE, FRONT, PLUS, GFM, and Tradex are
collectively referred to herein as the "City of London Funds."
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CUSIP NO. 61744G107 13G PAGE 5 OF 8 PAGES
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The Shares to which this Schedule 13G relates are owned directly by
the City of London Funds and the Segregated Accounts.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Address for CLIG and CLIM:
77 Gracechurch Street, London
England EC3V 0AS
ITEM 2(C). CITIZENSHIP:
CLIG - England and Wales
CLIM - England and Wales
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share
ITEM 2(E). CUSIP NUMBER:
61744G107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) |_| Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) |_| Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E) (for CLIM);
(f) |_| An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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CUSIP NO. 61744G107 13G PAGE 6 OF 8 PAGES
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(g) |X| A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G) (for CLIG);
(h) |_| A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
For CLIG and CLIM:
(a) Amount beneficially owned:
1,254,144
(b) Percent of class:
7.28 %
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,254,144
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,254,144
(iv) Shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
CLIG, as the parent holding company of CLIM, and CLIM, as investment
advisers to the Funds, have the power to direct the dividends from,
or the proceeds of the sale of the shares owned by the Funds. Each
of the Funds owns less than 5% of the shares.
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CUSIP NO. 61744G107 13G PAGE 7 OF 8 PAGES
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
CLIG is the parent holding company of CLIM. See also Item 3.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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CUSIP NO. 61744G107 13G PAGE 8 OF 8 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
The reporting persons agree that this statement is filed on behalf of each
of them.
Dated: February 9, 2010
CITY OF LONDON INVESTMENT GROUP PLC
By: /s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT MANAGEMENT
COMPANY LIMITED
By: /s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director