Morgan Stanley Growth Fund – ‘N-14’ on 11/26/03 – EX-17

On:  Wednesday, 11/26/03, at 2:52pm ET   ·   Accession #:  950136-3-2946   ·   File #:  333-110797

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Registration Statement of an Open-End Investment Company (Business Combination)   —   Form N-14
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Registration Statement                               285   1.49M 
 2: EX-11.(A)   Opinion and Consent of Mayer, Brown Rowe & Maw LLP     1      9K 
 3: EX-11.(B)   Opinion and Consent of Dechert LLP                     2     15K 
 4: EX-12       Opn and Cnsnt of MBR&M LLP Regarding Tax Matters       4     17K 
 5: EX-14       Consent of Independent Auditors                        1      7K 
 6: EX-17       Form of Proxy                                          2     11K 

EX-17   —   Form of Proxy

EX-17
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EVERY SHAREHOLDER'S VOTE IS IMPORTANT 

YOUR PROXY VOTE IS IMPORTANT!                                                   

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET.                   

IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS      
WHICH CAN MINIMIZE FUND EXPENSES.                                               

IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. 

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:                                      

1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND.                               

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO WEBSITE:                              
HTTPS://VOTE.PROXY-DIRECT.COM                                                   

3. ENTER YOUR 14 DIGIT CONTROL NUMBER FROM YOUR PROXY CARD.                     

4. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS.                                 

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET.              

Please detach at perforation before mailing 

================================================================================

PROXY                 MORGAN STANLEY MARKET LEADER TRUST                  PROXY 
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 24, 2004 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints RONALD E. ROBISON, BARRY FINK, and JOSEPH J.    
McALINDEN, or any of them, proxies, each with the power of substitution and     
resubstitution, to vote on behalf of the undersigned at the Special Meeting of  
Shareholders of Morgan Stanley Market Leader Trust to be held in Conference     
Room 209, 2nd Floor, at 1221 Avenue of the Americas, New York, New York 10020,  
at 9:00 a.m., New York time, on February 24, 2004 and at any adjournment        
thereof, on the proposal set forth in the Notice of Special Meeting dated       
December __, 2003. The undersigned hereby revokes any and all proxies with      
respect to such stock heretofore given by the undersigned. The undersigned      
hereby acknowledges receipt of the Proxy Statement and Prospectus dated         
December __, 2003.                                                              

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN   
BY THE UNDERSIGNED SHAREHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE     
VOTED "FOR" THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY  
THE BOARD OF TRUSTEES.                                                          

                          VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
            VOTE VIA THE TELEPHONE: 1-866-241-6192

                          ------------------------------------------------------

                          ------------------------------------------------------

                       NOTE: Please sign exactly as your name appears on
                         this proxy card. All joint owners should sign. When
                   signing as executor, administrator, attorney,
                      trustee or guardian or as custodian for a minor,
                       please give full title as such. If a corporation,
                         please sign in full corporate name and indicate the
                signer's office. If a partner, sign in the
partnership name.         

                         ---------------------------------------------------
Signature                 

                         ---------------------------------------------------
 Signature (if held jointly)

                         ---------------------------------------------------

EX-17
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EVERY SHAREHOLDER'S VOTE IS IMPORTANT 

PLEASE SIGN, DATE AND RETURN YOUR 
PROXY TODAY 

Please detach at perforation before mailing 

=============================================================================== 

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.                          

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED      
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).                              

THE BOARD OF TRUSTEES OF MORGAN STANLEY MARKET LEADER TRUST RECOMMENDS THAT     
YOU VOTE IN FAVOR OF THE REORGANIZATION.                                        

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]                                       

1. To consider and vote upon an Agreement and Plan of  FOR   AGAINST   ABSTAIN  
Reorganization, dated October 23, 2003, between     [ ]     [ ]       [ ] 
Morgan Stanley Market Leader Trust and Morgan                             
Stanley Growth Fund, pursuant to which                                    
substantially all of the assets of Morgan                                 
Stanley Market Leader Trust would be combined                             
with those of Morgan Stanley Growth Fund and                              
shareholders of Morgan Stanley Market Leader                              
Trust would become shareholders of Morgan                                 
Stanley Growth Fund receiving shares of                                   
Morgan Stanley Growth Fund with a value                                   
equal to the value of their holdings in                                   
Morgan Stanley Market Leader Trust; and                                   

2. To act upon such other matters as may                                        
properly come before the Meeting.                                         

WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-14’ Filing		Date		First		Last			Other Filings
		2/24/04		1
Filed on:		11/26/03							N-CSRS
		10/23/03		2
									List all Filings