Morgan Stanley 21st Century Trend Fund – ‘40-8F-M’ on 5/25/04

On:  Tuesday, 5/25/04, at 3:47pm ET   ·   Accession #:  1157523-4-5181   ·   File #:  811-09615

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Application for Deregistration of a Registered Investment Company — Merger   —   Form N-8F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-8F-M     Morgan Stanley 40-8F-M Document                        7     20K 

40-8F-M
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 FORM N-8F

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES

I.   General Identifying Information                                            

1.   Reason fund is applying to deregister (check only one):                    

[  X ]   Merger                                                       

[    ]   Liquidation                                                  

[    ]   Abandonment of Registration                                  
       (Note: Abandonments of Registration answer only questions 1
           through 15, 24 and 25 of this form and complete verification at
the end of the form.)                               

[    ]   Election of status as a Business Development Company         
         (Note: Business Development Companies answer only questions 1
           through 10 of this form and complete verification at the end of
the form.)                                          

2.   Name of fund: Morgan Stanley 21st Century Trend Fund                       

3.   Securities and Exchange Commission File No.: 811-9615                      

4.   Is this an initial Form N-8F or an  amendment  to a  previously  filed Form
N-8F?                                                                 

[X]  Initial Application   [ ]  Amendment                             

5.   Address of Principal  Executive Office (include No. & Street,  City, State,
Zip Code):                                                            

Morgan Stanley Investment Advisors Inc.                               
1221 Avenue of the Americas                                           
New York, NY 10020                                                    

6.   Name,  address and telephone  number of  individual  the  Commission  staff
should contact with any questions regarding this form:                

Sara L. Badler, Esq.                                                  
Morgan Stanley Investment Advisors Inc.                               
1221 Avenue of the Americas                                           
New York, NY 10020                                                    
(212) 762-5295                                                        

7.   Name,  address and telephone number of individual or entity responsible for
     maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act 17 CFR 270.31a-1, .31a-2]:                    

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Morgan Stanley Services Company Inc.                                  
c/o Morgan Stanley Trust                                              
Harborside Financial Center, Plaza Two                                
Jersey City, NJ 07311                                                 
Attention:  Thomas Caloia                                             
(201) 209-8374                                                        

     NOTE:  Once deregistered, a fund is still required to maintain and preserve
     the records described in rules 31a-1 and 31a-2 for the period
specified in those rules.                               

8.   Classification of fund (check only one):                                   

[X]      Management company;                                          

[ ]      Unit investment trust; or                                    

[ ]      Face-amount certificate company.                             

9.   Subclassification if the fund is a management company (check only one):    

[X]  Open-end    [ ]  Closed-end                                      

10.  State law under which the fund was  organized  or formed  (e.g.,  Delaware,
Massachusetts):                                                       

Massachusetts                                                         

11.  Provide  the  name  and  address  of each  investment  adviser  of the fund
     (including  sub-advisers)  during the last five  years,  even if the fund's
contracts with those advisers have been terminated:                   

Morgan Stanley Investment Advisors Inc.                               
1221 Avenue of the Americas                                           
New York, NY 10020                                                    

12.  Provide  the name and  address of each  principal  underwriter  of the fund
     during  the last  five  years,  even if the  fund's  contracts  with  those
underwriters have been terminated:                                    

Morgan Stanley Distributors Inc.                                      
1221 Avenue of the Americas                                           
New York, NY 10020                                                    

13.  If the fund is a unit investment trust ("UIT") provide:  N/A               

(a)  Depositor's name(s) and address(es):                             

(b)  Trustee's name and address(es):                                  

14.  Is there a UIT  registered  under  the Act that  served  as a  vehicle  for
investment in the fund (e.g., an insurance company separate account)? 

[ ] Yes          [X] No                                               

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If Yes, for each UIT state:                                           

Name(s):                                            
File No.: 811-_______                               
Business Address:                                   

15.  (a)  Did the fund obtain  approval  from the board of directors  concerning
          the  decision to engage in a Merger,  Liquidation  or  Abandonment  of
Registration?                                               

[X] Yes          [ ] No                                     

If Yes, state the date on which the board vote took place:  

April 24, 2003                                              

If No, explain:                                             

     (b)  Did the fund obtain  approval  from the  shareholders  concerning  the
          decision  to  engage  in  a  Merger,  Liquidation  or  Abandonment  of
Registration?                                               

[X] Yes          [ ] No                                     

    If Yes, state the date on which the shareholder vote took place:

September 17, 2003                                          

If No, explain:                                             

II.  Distributions to Shareholders                                              

16.  Has the fund  distributed any assets to its shareholders in connection with
the Merger or Liquidation?                                            

[X] Yes          [ ] No                                               

   (a)  If Yes, list the date(s) on which the fund made those distributions:

October 3, 2003.                                            

(b)  Were the distributions made on the basis of net assets?          

[X] Yes          [ ] No                                     

(c)  Were the distributions made pro rata based on share ownership?   

[X] Yes          [ ] No                                     

     (d)  If No to (b) or (c) above,  describe  the method of  distributions  to
shareholders.                                               

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     (e)  For Mergers, provide the exchange ratio(s) used and explain how it was
calculated:                                                 

     (f)  Liquidations  only: Were any  distributions  to  shareholders  made in
kind?                                                       

[ ] Yes          [ ] No                                     

          If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:                      

17.  Closed-end funds only:                                                     
Has the fund issued senior securities?                                

[ ] Yes          [ ] No                                               

     If Yes, describe  the  method of  calculating  payments to  senior security
holders and distributions to other shareholders:                      

18.  Has the fund distributed all of its assets to the fund's shareholders?     

Yes [X]          No [ ]                                               

If No,                                                                

     (a)  How many  shareholders  does the fund have as of the date this form is
filed?                                                      

   (b)  Describe the relationship of each remaining shareholder to the fund:

19.  Are there  any  shareholders  who have not yet  received  distributions  in
complete liquidation of their interests?                              

[ ] Yes          [X] No                                               

If Yes, describe briefly the plans (if any) for distributing to, or   
preserving the interests of, those shareholders:                      

III. Assets and Liabilities                                                     

20.  Does the fund have any  assets  as of the date  this  form is  filed?  (See
question 18 above)                                                    

[ ] Yes          [X] No                                               

If Yes,                                                               

     (a)  Describe the type and amount of each asset  retained by the fund as of
the date this form is filed:                                

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(b)  Why has the fund retained the remaining assets?                  

(c)  Will the remaining assets be invested in securities?             

[ ] Yes          [ ] No                                     

21.  Does  the  fund  have  any  outstanding   debts  (other  than   face-amount
     certificates if the fund is a face-amount certificate company) or any other
liabilities?                                                          

[ ] Yes          [X] No                                               

If Yes,                                                               

(a)  Describe the type and amount of each debt or other liability:    
          (b)  How does the fund intend to pay these  outstanding debts or other
liabilities?                                      

IV.  Information About Event(s) Leading to Request For Deregistration           

22.  (a)  List  the  expenses   incurred  in  connection   with  the  Merger  or
Liquidation:                                                

(i)  Legal expenses: $ 29,147.89                            
(ii) Accounting expenses: $10,000*                          
(iii) Other expenses (list and identify separately):        
        Typesetting and Printing of Proxy Statement: $ 61,619.64
Mailing of Proxy Statement:  $ 298,810.84       
   (iv) Total expenses (sum of lines (i)-(iii) above): $399,578.37

* indicates number has been approximated.                   

(b)  How  were  those  expenses  allocated?                 
Reorganization Expenses: $10,000;                 
Solicitation of Proxy Statement: $ 131,674.36     

          (c)  Who paid those  expenses?  The Fund,  Morgan Stanley 21st Century
Trend Fund.                                       

(d)  How did the fund pay for unamortized expenses (if any)?

23.  Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?                                  

[ ] Yes          [X] No                                               

     If Yes, cite the  release  numbers of the Commission's notice and order or,
     if no  notice  or  order  has  been  issued, the  file  number and date the
application was filed:                                                

V.       Conclusion of Fund Business                                            

24.      Is the fund a party to any litigation or administrative proceeding?    

[ ] Yes           [X] No                                      

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         If Yes, describe the  nature of any  litigation  or  proceeding and the
position taken by the fund in that litigation:                

25.  Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?                

[ ] Yes          [X] No                                               

If Yes, describe the nature and extent of those activities:           

VI.  Mergers Only                                                               

26.  (a)  State the name of the fund surviving the Merger:                      

Morgan Stanley American Opportunities Fund                  

     (c)  State the Investment Company Act file number of the fund surviving the
Merger:                                                     

811-2978                                                    

     (d)  If the  merger or  reorganization  agreement  has been  filed with the
          Commission,  state  the file  number(s),  form  type used and date the
agreement was filed:                                        

          Reorganization Agreement was filed with the Commission on Form N-14 on
May 9, 2003.                                                

     (e)  If the merger or reorganization  agreement has not been filed with the
          Commission provide a copy of the agreement as an exhibit to this form.

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VERIFICATION

The  undersigned  states  that  (i)  he or  she  has  executed  this  Form  N-8F

application  for an order under  section 8(f) of the  Investment  Company Act of

1940 on behalf of Morgan Stanley 21st Century Trend Fund,  (ii) he or she is the

Vice  President of Morgan Stanley 21st Century Trend Fund, and (iii) all actions

by  shareholders,  directors  and any other  body  necessary  to  authorize  the

undersigned to execute and file this Form N-8F  application have been taken. The

undersigned  also states that the facts set forth in this Form N-8F  application

are true to the best of his or her knowledge, information and belief.           

                /s/ Barry Fink
                                     -----------------------------------
            Barry Fink

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘40-8F-M’ Filing		Date		First		Last			Other Filings
Filed on:		5/25/04
		10/3/03		3					24F-2NT
		9/17/03		3
		5/9/03		6
		4/24/03		3
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