Morgan Stanley Latin American Growth Fund – ‘N-CSR’ for 1/31/04

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Certified Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Certified Annual Shareholder Report of a              40    190K 
                          Management Investment Company                          
 4: EX-99.906CERT  Miscellaneous Exhibit                               2      8K 
 3: EX-99.CERT  Miscellaneous Exhibit                                  4     15K 
 2: EX-99.CODEETH  Miscellaneous Exhibit                               8     21K 

N-CSR   —   Certified Annual Shareholder Report of a Management Investment Company
Document Table of Contents

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
 MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06608                                   

Morgan Stanley Latin American Growth Fund                                       
(Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020                           
(Address of principal executive offices)                  (Zip code)

Ronald E. Robison                                                               
1221 Avenue of the Americas, New York, New York 10020                           
 (Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000                

Date of fiscal year end: January 31, 2004                                       

Date of reporting period: January 31, 2004                                      

Item 1 - Report to Shareholders                                                 

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WELCOME, SHAREHOLDER:                                                           

IN THIS REPORT, YOU'LL LEARN ABOUT HOW YOUR INVESTMENT IN MORGAN STANLEY LATIN  
AMERICAN GROWTH FUND PERFORMED DURING THE ANNUAL PERIOD. WE WILL PROVIDE AN     
OVERVIEW OF THE MARKET CONDITIONS, AND DISCUSS SOME OF THE FACTORS THAT AFFECTED
PERFORMANCE DURING THE REPORTING PERIOD. IN ADDITION, THIS REPORT INCLUDES THE  
FUND'S FINANCIAL STATEMENTS AND A LIST OF FUND INVESTMENTS.                     

THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PROSPECTUS FOR THE FUND BEING
OFFERED. MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO   
PASS. THERE IS NO ASSURANCE THAT THE FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.
THE FUND IS SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY THAT MARKET VALUES 
OF SECURITIES OWNED BY THE FUND WILL DECLINE AND, THEREFORE, THE VALUE OF THE   
FUND'S SHARES MAY BE LESS THAN WHAT YOU PAID FOR THEM. ACCORDINGLY, YOU CAN LOSE
MONEY INVESTING IN THIS FUND.                                                   

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FUND REPORT                                                                     
For the year ended January 31, 2004                                             

TOTAL RETURN FOR THE 12-MONTH PERIOD ENDED JANUARY 31, 2004                     

                                                                [Download Table]

                                        MSCI             
                                    EMERGING      LIPPER 
                                     MARKETS       LATIN 
                                       LATIN    AMERICAN 
                                     AMERICA       FUNDS 
CLASS A  CLASS B  CLASS C  CLASS D  INDEX(1)  AVERAGE(2) 
                                                         
  68.27%   66.94%   67.08%   68.62%    81.42%      70.28%

THE PERFORMANCE OF THE FUND'S FOUR SHARE CLASSES VARIES BECAUSE EACH HAS        
DIFFERENT EXPENSES. THE FUND'S TOTAL RETURN FIGURES ASSUME THE REINVESTMENT OF  
ALL DISTRIBUTIONS BUT DO NOT REFLECT THE DEDUCTION OF ANY APPLICABLE SALES      
CHARGES. SUCH COSTS WOULD LOWER PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF
FUTURE RESULTS. SEE THE PERFORMANCE SUMMARY FOR STANDARDIZED PERFORMANCE        
INFORMATION.                                                                    

MARKET CONDITIONS                                                               

After a weak first quarter in 2003, the Latin American markets rebounded        
dramatically in the second quarter and remained strong through the remainder of 
the 12-month period ended January 31, 2004. The region participated in the      
global equity rally that occurred on the news of a successful military operation
in Iraq, the implementation of accommodative global monetary policies and a     
recovery in global growth. As with other emerging markets, the Latin American   
region received a double boost from the outperformance of commodity-related     
stocks as well as investors' appetite for markets that had been beaten down in  
the previous bear market.                                                       

The Brazilian market gained 102.2 percent during the period as domestic economic
data improved and political uncertainty surrounding President Luiz Inacio Lula  
da Silva's policy intentions abated. Chile also rebounded strongly during the   
period, bolstered by strong economic data and greater than expected buying among
domestic pension funds helping to push valuations well beyond the premiums where
Chile normally trades. The smaller markets of Argentina, Peru and Colombia also 
performed well, each posting high-double-digit gains on improving economic data.
Mexico was the hemisphere's laggard, returning 48.71 percent. That country's    
market was hampered by weak economic data and disappointing progress on much    
needed reforms.                                                                 

PERFORMANCE ANALYSIS                                                            

Morgan Stanley Latin American Growth Fund underperformed both the MSCI Emerging 
Markets Latin America Index and the Lipper Latin American Funds Average during  
the 12-month period ended January 31, 2004. For the year, Brazil -- and, to a   
lesser extent, Chile and Mexico -- were the primary detractors to relative      
performance. The Fund's underperformance in Venezuela remains technical in      
nature, as capital controls introduced there earlier this year continue to      
distort the market, leading Venezuelan local shares to outperform ADR           
equivalents significantly. In terms of positive contributors, during the year   
our stock selection in Peru, coupled with our overweighted position relative to 
the MSCI Emerging Markets Latin America Index in Brazil -- which rebounded from 
its early year weakness -- and Venezuela added to relative returns.             

In Brazil, despite positive country allocation scores overall, stock selection  
was the largest detractor to relative performance, because the market rally was 
led by already expensive lower quality companies in an area where the portfolio 
was underweighted. The rally turned out to be particularly strong in the        
regulated sectors of the economy such as utilities and telecommunications. These
sectors were and are characterized by poor historical returns on capital, weak  
management and ineffective corporate governance, along with a significant degree
of regulatory uncertainty. In Chile we found few firms to be attractive on both 
a fundamental and a valuation basis, so we underweighted the market relative to 
the MSCI benchmark. The Fund was also negatively affected by its overweighted   
position in the underperforming Mexican market.                                 

While our stock selection in Brazil detracted from performance, the Fund's      
overweighted position in that country relative to the MSCI Emerging Markets     
Latin America Index boosted its performance. Our stock selection in Peru was    
strong, particularly from holdings in the mining company Buenaventura as it     
benefited from a rally in gold during the period.                               

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TOP 10 HOLDINGS                                                           

                                                                [Download Table]
                                                      
America Movil - Series L (ADR)                   11.6%
Telefonos de Mexico - Series L (ADR)              8.4 
Petroleo Brasileiro (ADR)                         7.0 
Petroleo Brasileiro (ADR) (Pref.)                 6.2 
Companhia Vale Do Rio (ADR) (Pref.)               5.9 
Companhia de Bebidas (ADR) (Pref.)                5.1 
Grupo Televisa - GPO (ADR)                        4.3 
Wal-Mart de Mexico - Series C                     3.3 
Grupo Financiero BBVA - Series B                  3.3 
Banco Itau Holding Fin (ADR) (Pref.)              3.3 

TOP 5 COUNTRIES                                                           

                                                                [Download Table]
                                                      
Brazil                                           49.6%
Mexico                                           40.1 
Chile                                             4.6 
Venezuela                                         2.0 
Luxembourg                                        1.5 

DATA AS OF JANUARY 31, 2004. SUBJECT TO CHANGE DAILY. ALL PERCENTAGES ARE A     
PERCENTAGE OF NET ASSETS. PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD   
NOT BE DEEMED A RECOMMENDATION TO BUY THE SECURITIES MENTIONED. MORGAN STANLEY  
IS A FULL-SERVICE SECURITIES FIRM ENGAGED IN SECURITIES TRADING AND BROKERAGE   
ACTIVITIES, INVESTMENT BANKING, RESEARCH AND ANALYSIS, FINANCING AND FINANCIAL  
ADVISORY SERVICES.                                                              

ANNUAL HOUSEHOLDING NOTICE                                                      

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate  
mailings to the same address. The Fund delivers a single copy of certain        
shareholder documents, including shareholder reports, prospectuses and proxy    
materials, to investors with the same last name who reside at the same address. 
Your participation in this program will continue for an unlimited period of time
unless you instruct us otherwise. You can request multiple copies of these      
documents by calling (800) 350-6414, 8:00 a.m. to 8:00 p.m. ET. Once our        
Customer Service Center has received your instructions, we will begin sending   
individual copies for each account within 30 days.                              

INVESTMENT STRATEGY                                                             

1. THE FUND WILL NORMALLY INVEST AT LEAST 80 PERCENT OF ITS ASSETS IN COMMON    
 STOCKS AND OTHER EQUITY SECURITIES (INCLUDING DEPOSITARY RECEIPTS) OF LATIN
AMERICAN COMPANIES.                                                       

2. IN DETERMINING WHICH SECURITIES TO BUY, HOLD OR SELL FOR THE FUND, THE FUND'S
INVESTMENT MANAGER, MORGAN STANLEY INVESTMENT ADVISORS INC., SELECTS      
SECURITIES BASED ON ITS VIEW OF THEIR POTENTIAL FOR CAPITAL APPRECIATION; 
CURRENT DIVIDEND INCOME WILL NOT BE A FACTOR.                             

3. THE INVESTMENT MANAGER USES A TOP-DOWN COUNTRY ALLOCATION APPROACH TOGETHER  
   WITH BOTTOM-UP STOCK SELECTION. THE APPROACH BEGINS WITH AN EVALUATION OF THE
COUNTRY IN WHICH THE PROPOSED INVESTMENT IS TO BE MADE.                   

4. FOLLOWING THE COUNTRY LEVEL REVIEW, THE INVESTMENT MANAGER CONDUCTS A        
FUNDAMENTAL ANALYSIS OF SPECIFIC SECURITIES, INDUSTRIES AND COMPANIES. THE
FUND'S EQUITY SECURITIES WILL PREDOMINATELY CONSIST OF THE COMMON AND     
PREFERRED STOCK OF COMPANIES LISTED ON A RECOGNIZED SECURITIES EXCHANGE OR
TRADED IN OTHER REGULATED MARKETS.                                        

5. THE FUND'S ASSETS WILL BE ALLOCATED AMONG THE COUNTRIES IN LATIN AMERICA IN  
ACCORDANCE WITH THE INVESTMENT MANAGER'S JUDGMENT AS TO WHERE FAVORABLE   
   INVESTMENT OPPORTUNITIES EXIST. HOWEVER, THE INVESTMENT MANAGER WILL NORMALLY
INVEST IN AT LEAST THREE LATIN AMERICAN COUNTRIES.                        

6. THE REMAINING 20 PERCENT OF THE FUND'S ASSETS MAY BE INVESTED IN LATIN       
AMERICAN CONVERTIBLE AND DEBT SECURITIES (INCLUDING ZERO COUPON SECURITIES
AND JUNK BONDS) AND OTHER INVESTMENT COMPANIES. THE FUND MAY ALSO UTILIZE 
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS.                              

7. IN PURSUING THE FUND'S INVESTMENT OBJECTIVE, THE INVESTMENT MANAGER HAS      
  CONSIDERABLE LEEWAY IN DECIDING WHICH INVESTMENTS IT BUYS, HOLDS OR SELLS ON
  A DAY-TO-DAY BASIS -- AND WHICH TRADING STRATEGIES IT USES. FOR EXAMPLE, THE
INVESTMENT MANAGER IN ITS DISCRETION MAY DETERMINE TO USE SOME PERMITTED  
TRADING STRATEGIES WHILE NOT USING OTHERS.                                

PROXY VOTING POLICIES AND PROCEDURES                                            

A DESCRIPTION OF THE FUND'S POLICIES AND PROCEDURES WITH RESPECT TO THE VOTING  
OF PROXIES RELATING TO THE FUND'S PORTFOLIO SECURITIES IS AVAILABLE WITHOUT     
CHARGE, UPON REQUEST, BY CALLING (800) 869-NEWS (6397). THIS INFORMATION IS ALSO
AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT               
http://www.sec.gov.                                                             

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PERFORMANCE SUMMARY                                                             

[CHART]                                                                         

PERFORMANCE OF A $10,000 INVESTMENT -- CLASS B                                  

                                                                [Download Table]

                         CLASS B       MSCI EMF LA(1)   LIPPER(2) 
                                                                  
January 31, 1994         $  10,000     $       10,000   $   10,000
January 31, 1995         $   5,988     $        7,698   $    6,631
January 31, 1996         $   6,071     $        8,305   $    7,043
January 31, 1997         $   7,345     $       10,112   $    8,833
January 31, 1998         $   7,742     $       10,772   $    9,420
January 31, 1999         $   4,636     $        6,933   $    5,729
January 31, 2000         $   7,659     $       11,961   $    9,812
January 31, 2001         $   7,396     $       11,938   $    9,892
January 31, 2002         $   6,186     $       10,348   $    8,439
January 31, 2003         $   4,646     $        7,738   $    6,450
January 31, 2004         $   7,756(5)  $       14,039   $   10,984

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RETURNS. INVESTMENT RETURN AND     
PRINCIPAL VALUE WILL FLUCTUATE. WHEN YOU SELL FUND SHARES, THEY MAY BE WORTH    
LESS THAN THEIR ORIGINAL COST. THE GRAPH AND TABLE DO NOT REFLECT THE DEDUCTION 
OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF
FUND SHARES. PERFORMANCE FOR CLASS A, CLASS B, CLASS C, AND CLASS D SHARES WILL 
VARY DUE TO DIFFERENCES IN SALES CHARGES AND EXPENSES.                          

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AVERAGE ANNUAL TOTAL RETURNS--PERIOD ENDED JANUARY 31, 2004                     

                                                        [Enlarge/Download Table]

                  CLASS A SHARES*      CLASS B SHARES**       CLASS C SHARES+      CLASS D SHARES++    
                 (SINCE 07/28/97)      (SINCE 12/30/92)      (SINCE 07/28/97)      (SINCE 07/28/97)    
SYMBOL                      LATAX                 LATBX                 LATCX                 LATDX    
                                                                                                       
1 YEAR                      68.27%(3)             66.94%(3)             67.08%(3)             68.62%(3)
                            59.44(4)              61.94(4)              66.08(4)                  -    
5 YEARS                     11.70(3)              10.84(3)              10.91(3)              11.93(3) 
                            10.50(4)              10.57(4)              10.91(4)                  -    
10 YEARS                        -                 (2.51)(3)                 -                     -    
                                -                 (2.51)(4)                 -                     -    
SINCE INCEPTION             (2.69)(3)              2.09(3)              (3.40)(3)             (2.49)(3)
                            (3.49)(4)              2.09(4)              (3.40)(4)                 -    

Notes on Performance                                                            

(1)  THE MORGAN STANLEY CAPITAL INTERNATIONAL EMERGING MARKETS LATIN AMERICA    
 INDEX (MSCI EM LA INDEX) IS A MARKET CAPITALIZATION WEIGHTED INDEX THAT
     INCLUDES SELECT SECURITIES FROM ARGENTINA, BRAZIL, CHILE, COLOMBIA, MEXICO,
PERU, AND VENEZUELA. FOR THE PERIOD FROM THE FUND'S INCEPTION THROUGH 
  DECEMBER 31, 2000, THE INDEX'S RETURNS INCLUDE THOSE OF THE MSCI EM LA'S
     "GROSS" INDEX WHICH ASSUMES DIVIDENDS GROSS OF WITHHOLDING TAXES BUT NET OF
   DOMESTIC TAX CREDITS. FOR THE PERIOD FROM JANUARY 1, 2001 AND BEYOND, THE
     INDEX'S RETURNS REFLECT THOSE OF THE "NET" INDEX WHICH REFLECTS A REDUCTION
IN DIVIDENDS AFTER TAKING INTO ACCOUNT WITHHOLDING OF TAXES BY CERTAIN
    FOREIGN COUNTRIES REPRESENTED IN THE INDEX. THE INDEX DOES NOT INCLUDE ANY
  EXPENSES, FEES OR CHARGES. SUCH COSTS WOULD LOWER PERFORMANCE. IT IS NOT
POSSIBLE TO INVEST DIRECTLY IN AN INDEX.                              

(2)  THE LIPPER LATIN AMERICAN FUNDS AVERAGE TRACKS THE PERFORMANCE OF ALL FUNDS
  IN THE LIPPER LATIN AMERICAN FUNDS CLASSIFICATION. THE AVERAGE, WHICH IS
     ADJUSTED FOR CAPITAL GAINS DISTRIBUTIONS AND INCOME DIVIDENDS, IS UNMANAGED
AND SHOULD NOT BE CONSIDERED AN INVESTMENT.                           

(3)  FIGURE SHOWN ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS AND DOES NOT REFLECT
THE DEDUCTION OF ANY SALES CHARGES.                                   

(4)  FIGURE SHOWN ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS AND THE DEDUCTION OF
    THE MAXIMUM APPLICABLE SALES CHARGE. SEE THE FUND'S CURRENT PROSPECTUS FOR
COMPLETE DETAILS ON FEES AND SALES CHARGES.                           

(5)  CLOSING VALUE ASSUMING A COMPLETE REDEMPTION ON JANUARY 31, 2004.          

*    THE MAXIMUM FRONT-END SALES CHARGE FOR CLASS A IS 5.25%.                   

**   THE MAXIMUM CDSC FOR CLASS B IS 5.0%. THE CDSC DECLINES TO 0% AFTER SIX    
YEARS.                                                                

+    THE MAXIMUM CDSC FOR CLASS C IS 1% FOR SHARES REDEEMED WITHIN ONE YEAR OF  
PURCHASE.                                                             

++   CLASS D HAS NO SALES CHARGE.                                               

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MORGAN STANLEY LATIN AMERICAN GROWTH FUND                                       
PORTFOLIO OF INVESTMENTS - JANUARY 31, 2004                                     

                                                                [Download Table]

  NUMBER OF                                                                 
    SHARES                                                        VALUE     
----------------------------------------------------------------------------
                                                                            
                  COMMON AND PREFERRED STOCKS (98.9%)                       
                  BRAZIL (49.6%)                                            
                  AEROSPACE & DEFENSE                                       
          8,100   Empresa Brasileira                                        
                    de Aeronautica                                          
                    S.A. (ADR) (Pref)*                       $       238,707
          3,000   Empresa Brasileira                                        
                    de Aeronautica                                          
                    S.A. (Pref.)                                      22,007
                                                             ---------------
                                                                     260,714
                                                             ---------------
                  BEVERAGES: ALCOHOLIC                                      
        109,310   Companhia de Bebidas                                      
                    das Americas                                            
                    (ADR) (Pref.)                                  2,639,836
                                                             ---------------
                  CHEMICALS: SPECIALTY                                      
      4,020,000   Braskem S.A. (Class A)                                    
                    (Pref.)*                                          91,905
                                                             ---------------
                  ELECTRIC UTILITIES                                        
     11,700,000   Centrais Electricas                                       
                    Brasileiras S.A.                                        
                    (Class B) (Pref.)                                140,719
         53,406   Companhia Energetica                                      
                    de Minas Gerais                                         
                    (ADR) (Pref.)*                                   894,550
     24,478,000   Companhia Energetica                                      
                    de Minas Gerais                                         
                    (Pref.)*                                         414,917
                                                             ---------------
                                                                   1,450,186
                                                             ---------------
                  FOOD RETAIL                                               
         57,200   Companhia Brasileira                                      
                    de Distribuicao Grupo                                   
                    Pao de Acucar                                           
                    (ADR) (Pref.)                                  1,315,028
                                                             ---------------
                  INTEGRATED OIL                                            
        123,233   Petroleo Brasileiro                                       
                    S.A. (ADR)                                     3,623,050
        118,261   Petroleo Brasileiro                                       
                    S.A. (ADR) (Pref.)                             3,164,664
          1,676   Petroleo Brasileiro                                       
                    S.A. (Pref.)                             $        44,707
                                                             ---------------
                                                                   6,832,421
                                                             ---------------
                  OTHER METALS/MINERALS                                     
          7,500   Companhia Vale do Rio                                     
                    Doce (ADR)*                                      402,525
          1,448   Companhia Vale do Rio                                     
                    Doce (Pref.) (Class A)*                           68,424
         64,002   Companhia Vale do Rio                                     
                    Doce S.A. (Class A)                                     
                    (ADR) (Pref.)                                  3,014,494
        266,358   Companhia Vale do Rio                                     
                    Doce S.A. (Debentures)*                                0
                                                             ---------------
                                                                   3,485,443
                                                             ---------------
                  PULP & PAPER                                              
         19,700   Aracruz Celulose                                          
                    S.A. (Class B)                                          
                    (ADR) (Pref.)                                    630,991
         18,062   Votorantim Celulose                                       
                    e Papel S.A.                                            
                    (ADR) (Pref.)                                    544,569
      2,104,000   Votorantim Celulose                                       
                    e Papel S.A. (Pref.)                             126,161
                                                             ---------------
                                                                   1,301,721
                                                             ---------------
                  REGIONAL BANKS                                            
         45,632   Banco Bradesco                                            
                    S.A. (ADR) (Pref.)                             1,152,208
     39,658,000   Banco Bradesco                                            
                    S.A. (Pref.)                                     194,439
         34,401   Banco Itau Holding                                        
                    Financeira S. A.                                        
                    (ADR) (Pref.)*                                 1,671,889
        146,000   Banco Itau                                                
                    Holding Financeira                                      
                    S.A. (Pref.)                                      13,879
         42,750   Unibanco-Uniao de                                         
                    Bancos Brasileiros                                      
                    S.A. (GDR) (Units)++                             995,648
                                                             ---------------
                                                                   4,028,063
                                                             ---------------

 SEE NOTES TO FINANCIAL STATEMENTS

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                                                                [Download Table]

  NUMBER OF                                                                 
    SHARES                                                        VALUE     
----------------------------------------------------------------------------
                                                                            
                  STEEL                                                     
        317,000   Caemi Mineracao                                           
                    e Metalurgica                                           
                    S.A. (Pref.)*                            $       142,569
      2,105,000   Companhia Siderurgica                                     
                    Nacional S.A.                                    117,263
         11,975   Companhia Siderurgica                                     
                    Nacional S.A. (ADR)                              668,205
         22,691   Gerdau S.A.                                               
                    (ADR) (Pref.)                                    474,696
         25,769   Usinas Siderurgicas                                       
                    de Minas Gerais S.A.                                    
                    (Class A) (Pref.)*                               270,070
                                                             ---------------
                                                                   1,672,803
                                                             ---------------
                  WIRELESS TELECOMMUNICATIONS                               
        156,359   Telesp Celular                                            
                    Participacoes S.A.                                      
                    (ADR) (Pref.)*                                 1,177,383
    421,835,000   Telesp Celular                                            
                    Participacoes S.A.                                      
                    (Pref.)*                                       1,236,041
                                                             ---------------
                                                                   2,413,424
                                                             ---------------
                  TOTAL BRAZIL                                    25,491,544
                                                             ---------------
                  CHILE (4.6%)                                              
                  ELECTRIC UTILITIES                                        
        173,000   Enersis S.A. (ADR)*                              1,138,340
                                                             ---------------
                  FOOD RETAIL                                               
         21,491   Distribucion Y Servicio                                   
                    D&S S.A. (ADR)                                   359,974
                                                             ---------------
                  REGIONAL BANKS                                            
         27,775   Banco Santander Chile                                     
                    S.A. (ADR)                                       735,482
                                                             ---------------
                  SPECIALTY TELECOMMUNICATIONS                              
         21,500   Empresa Nacional de                                       
                    Telecomunicaciones S.A.*                         125,132
                                                             ---------------
                  TOTAL CHILE                                      2,358,928
                                                             ---------------
                  COLOMBIA (0.4%)                                           
                  BANKING                                                   
         34,600   Bancolombia S.A.                                          
                    (ADR) (Pref.)                            $       214,174
                                                             ---------------
                  LUXEMBOURG (1.5%)                                         
                  BEVERAGES: ALCOHOLIC                                      
         10,900   Quilmes Industrial S.A.                                   
                    (Quinsa) (ADR)*                                  197,072
                                                             ---------------
                  OILFIELD SERVICES/EQUIPMENT                               
         17,585   Tenaris S.A. (ADR)                                 576,788
                                                             ---------------
                  TOTAL LUXEMBOURG                                   773,860
                                                             ---------------
                  MEXICO (40.1%)                                            
                  BEVERAGES: NON-ALCOHOLIC                                  
         26,300   Coca-Cola Femsa                                           
                    S.A. de C.V.                                            
                    (Series L) (ADR)*                                612,790
                                                             ---------------
                  BROADCASTING                                              
         55,200   Grupo Televisa                                            
                    S.A. - GPO (ADR)                               2,235,600
                                                             ---------------
                  CONSTRUCTION MATERIALS                                    
         32,345   Cemex S.A. de                                             
                    C.V. - CPO (ADR)                                 917,951
         23,036   Cemex S.A.                                                
                    de C.V. - CPO                                    130,778
                                                             ---------------
                                                                   1,048,729
                                                             ---------------
                  DISCOUNT STORES                                           
        574,909   Wal-Mart de Mexico                                        
                    S.A. de C.V. (Series C)                        1,675,562
        379,779   Wal-Mart de Mexico                                        
                    S.A. de C.V. (Series V)                        1,159,387
                                                             ---------------
                                                                   2,834,949
                                                             ---------------
                  ENGINEERING & CONSTRUCTION                                
        375,000   Empresas ICA Sociedad                                     
                    Controladora S.A.                                       
                    de C.V.*                                         129,497
                                                             ---------------
                  INDUSTRIAL CONGLOMERATES                                  
        135,600   Alfa, S.A. (Class A)                               506,263
                                                             ---------------

 SEE NOTES TO FINANCIAL STATEMENTS

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                                                                [Download Table]

  NUMBER OF                                                                 
    SHARES                                                        VALUE     
----------------------------------------------------------------------------
                                                                            
                  MAJOR TELECOMMUNICATIONS                                  
         96,600   Carso Global Telecom                                      
                    (Series A1)*                             $       139,023
        125,691   Telefonos de Mexico                                       
                    S.A. de C.V.                                            
                    (Series L) (ADR)                               4,325,027
                                                             ---------------
                                                                   4,464,050
                                                             ---------------
                  OTHER METALS/MINERALS                                     
        121,300   Grupo Mexico S.A.                                         
                    de C.V. (Series B)*                              373,374
                                                             ---------------
                  OTHER TRANSPORTATION                                      
         24,500   Grupo Aeroportuario                                       
                    del Sureste S.A. de                                     
                    C.V. (Series B) (ADR)                            474,075
                                                             ---------------
                  REAL ESTATE DEVELOPMENT                                   
         21,300   Corporacion GEO, S.A.                                     
                    de C.V. (Series B)*                              135,749
                                                             ---------------
                  REGIONAL BANKS                                            
         51,000   Grupo Financiero                                          
                    Banorte S.A. de                                         
                    C.V. (O shares)                                  173,212
      1,747,643   Grupo Financiero                                          
                    BBVA Bancomer, S.A.                                     
                    de C.V. (Series B)*                            1,673,074
                                                             ---------------
                                                                   1,846,286
                                                             ---------------
                  WIRELESS TELECOMMUNICATIONS                               
        191,353   America Movil S.A. de                                     
                    C.V. (Series L) (ADR)                          5,979,781
                                                             ---------------
                  TOTAL MEXICO                                    20,641,143
                                                             ---------------
                  PERU (0.7%)                                               
                  PRECIOUS METALS                                           
         16,000   Compania de Minas                                         
                    Buenaventura S.A. (ADR)                          374,400
                                                             ---------------
                  VENEZUELA (2.0%)                                          
                  MAJOR TELECOMMUNICATIONS                                  
         56,400   Compania Anonima                                          
                    Nacional Telefonos                                      
                    de Venezuela                                            
                    (Class D) (ADR)                          $     1,030,992
                                                             ---------------
                  TOTAL COMMON AND PREFERRED                                
                    STOCKS                                                  
                    (COST $42,571,829)                            50,885,041
                                                             ---------------

   PRINCIPAL                                                                
   AMOUNT IN                                                                
   THOUSANDS                                                                
---------------                                                             
                                                                            
                  SHORT-TERM INVESTMENT (0.2%)                              
                  REPURCHASE AGREEMENT                                      
$           116   Joint repurchase agreement                                
                    account 1.02%                                           
                    due 02/02/04                                            
                    (dated 01/30/04;                                        
                    proceeds $116,010) (a)                                  
                    (COST $116,000)                                  116,000
                                                             ---------------
TOTAL INVESTMENTS                                                           
  (COST $42,687,829) (b)                              99.1%       51,001,041
OTHER ASSETS IN EXCESS OF                                                   
  LIABILITIES                                          0.9           439,754
                                                     -----   ---------------
NET ASSETS                                           100.0%  $    51,440,795
                                                     =====   ===============

ADR  AMERICAN DEPOSITORY RECEIPT.                                     
GDR  GLOBAL DEPOSITORY RECEIPT.                                       
*   NON-INCOME PRODUCING SECURITY.                                  
     ++   CONSISTS OF ONE OR MORE CLASS OF SECURITIES TRADED TOGETHER AS A UNIT;
STOCKS WITH ATTACHED WARRANTS.                              
(a)  COLLATERALIZED BY FEDERAL AGENCY AND U.S. TREASURY OBLIGATIONS.  
     (b)  THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $42,785,514. THE
 AGGREGATE GROSS UNREALIZED APPRECIATION IS $8,602,656 AND THE
         AGGREGATE GROSS UNREALIZED DEPRECIATION IS $387,129, RESULTING IN NET
UNREALIZED APPRECIATION OF $8,215,527.                      

 SEE NOTES TO FINANCIAL STATEMENTS

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FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT JANUARY 31, 2004:                    

                                                                [Download Table]

                                           UNREALIZED   
 CONTRACTS     IN EXCHANGE    DELIVERY   APPRECIATION/  
 TO DELIVER        FOR          DATE     (DEPRECIATION) 
------------------------------------------------------- 
                                                        
$     23,355   MXN  255,253   02/03/04   $         (281)
$      7,378   BRL   21,712   02/02/04               20 
BRL  518,480   $    175,935   02/04/04             (719)
                                         -------------- 
    Net unrealized depreciation          $         (980)
                                         ============== 

CURRENCY ABBREVIATIONS:                                                         

                                                                [Download Table]
                           
BRL         Brazilian Real.
MXN         Mexican Peso.  

SUMMARY OF INVESTMENTS                                                          

                                                                [Download Table]

                                                           PERCENT OF
INDUSTRY                                       VALUE       NET ASSETS
---------------------------------------------------------------------
                                                                     
Aerospace & Defense                        $     260,714      0.5%   
Banking                                          214,174      0.4    
Beverages: Alcoholic                           2,836,908      5.5    
Beverages: Non-Alcoholic                         612,790      1.2    
Broadcasting                                   2,235,600      4.4    
Chemicals: Specialty                              91,905      0.2    
Construction Materials                         1,048,729      2.0    
Discount Stores                                2,834,949      5.5    
Electric Utilities                             2,588,526      5.0    
Engineering & Construction                       129,497      0.3    
Food Retail                                    1,675,002      3.3    
Industrial Conglomerates                         506,263      1.0    
Integrated Oil                                 6,832,421     13.3    
Major                                                                
  Telecommunications                           5,495,042     10.7    
Oilfield Services/                                                   
  Equipment                                      576,788      1.1    
Other Metals/Minerals                          3,858,817      7.5    
Other Transportation                             474,075      0.9    
Precious Metals                            $     374,400      0.7%   
Pulp & Paper                                   1,301,721      2.5    
Real Estate Development                          135,749      0.3    
Regional Banks                                 6,609,830     12.8    
Specialty                                                            
  Telecommunications                             125,132      0.2    
Steel                                          1,672,803      3.3    
Wireless                                                             
  Telecommunications                           8,393,206     16.3    
Repurchase Agreement                             116,000      0.2    
                                           -------------     ----    
                                           $  51,001,041     99.1%   
                                           =============     ====    


                                                           PERCENT OF
TYPE OF INVESTMENT                             VALUE       NET ASSETS
---------------------------------------------------------------------
                                                                     
Common Stocks                              $  30,986,014     60.2%   
Preferred Stocks                              19,899,027     38.7    
Short-Term Investment                            116,000      0.2    
                                           -------------     ----    
                                           $  51,001,041     99.1%   
                                           =============     ====    

 SEE NOTES TO FINANCIAL STATEMENTS

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MORGAN STANLEY LATIN AMERICAN GROWTH FUND                                       
FINANCIAL STATEMENTS                                                            

STATEMENT OF ASSETS AND LIABILITIES                                             
JANUARY 31, 2004                                                                

                                                                [Download Table]
                                                                                   
ASSETS:                                                                            
Investments in securities, at value (cost $42,687,829)              $   51,001,041 
Cash (including $164,942 in foreign currency)                              165,070 
Receivable for:                                                                    
   Investments sold                                                      1,027,058 
   Dividends                                                               449,683 
   Shares of beneficial interest sold                                       37,382 
Prepaid expenses and other assets                                           81,089 
                                                                    -------------- 
     TOTAL ASSETS                                                       52,761,323 
                                                                    -------------- 
LIABILITIES:                                                                       
Unrealized depreciation on open forward foreign currency contracts             980 
Payable for:                                                                       
   Investments purchased                                                 1,072,712 
   Shares of beneficial interest redeemed                                   64,873 
   Investment management fee                                                57,149 
   Distribution fee                                                         42,276 
Accrued expenses and other payables                                         82,538 
                                                                    -------------- 
     TOTAL LIABILITIES                                                   1,320,528 
                                                                    -------------- 
     NET ASSETS                                                     $   51,440,795 
                                                                    ============== 
COMPOSITION OF NET ASSETS:                                                         
Paid-in-capital                                                     $   72,353,765 
Net unrealized appreciation                                              8,312,764 
Accumulated undistributed net investment income                            121,740 
Accumulated net realized loss                                          (29,347,474)
                                                                    -------------- 
     NET ASSETS                                                     $   51,440,795 
                                                                    ============== 
CLASS A SHARES:                                                                    
Net Assets                                                          $      647,125 
Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE)                   51,493 
     NET ASSET VALUE PER SHARE                                      $        12.57 
                                                                    ============== 
     MAXIMUM OFFERING PRICE PER SHARE,                                             
     (NET ASSET VALUE PLUS 5.54% OF NET ASSET VALUE)                $        13.27 
                                                                    ============== 
CLASS B SHARES:                                                                    
Net Assets                                                          $   46,208,970 
Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE)                3,830,676 
     NET ASSET VALUE PER SHARE                                      $        12.06 
                                                                    ============== 
CLASS C SHARES:                                                                    
Net Assets                                                          $      998,066 
Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE)                   82,672 
     NET ASSET VALUE PER SHARE                                      $        12.07 
                                                                    ============== 
CLASS D SHARES:                                                                    
Net Assets                                                          $    3,586,634 
Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE)                  282,945 
     NET ASSET VALUE PER SHARE                                      $        12.68 
                                                                    ============== 

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STATEMENT OF OPERATIONS                                                         
FOR THE YEAR ENDED JANUARY 31, 2004                                             

                                                                [Download Table]
                                                                                
NET INVESTMENT INCOME:                                                          
INCOME                                                                          
Dividends (net of $196,714 foreign withholding tax)              $    1,513,659 
Interest                                                                  3,787 
                                                                 -------------- 
   TOTAL INCOME                                                       1,517,446 
                                                                 -------------- 
EXPENSES                                                                        
Investment management fee                                               515,667 
Distribution fee (Class A shares)                                           885 
Distribution fee (Class B shares)                                       386,531 
Distribution fee (Class C shares)                                         5,086 
Transfer agent fees and expenses                                        174,731 
Professional fees                                                        68,253 
Shareholder reports and notices                                          64,328 
Registration fees                                                        43,262 
Custodian fees                                                           29,958 
Trustees' fees and expenses                                               5,766 
Other                                                                     3,877 
                                                                 -------------- 
   TOTAL EXPENSES                                                     1,298,344 
                                                                 -------------- 
   NET INVESTMENT INCOME                                                219,102 
                                                                 -------------- 
NET REALIZED AND UNREALIZED GAIN (LOSS):                                        
NET REALIZED GAIN/LOSS ON:                                                      
Investments                                                           3,385,418 
Foreign exchange transactions                                           (38,093)
                                                                 -------------- 
   NET REALIZED GAIN                                                  3,347,325 
                                                                 -------------- 
NET CHANGE IN UNREALIZED DEPRECIATION ON:                                       
Investments                                                          17,426,828 
Translation of forward foreign currency contracts, other assets                 
  and liabilities denominated in foreign currencies                         602 
                                                                 -------------- 
   NET APPRECIATION                                                  17,427,430 
                                                                 -------------- 
   NET GAIN                                                          20,774,755 
                                                                 -------------- 
NET INCREASE                                                     $   20,993,857 
                                                                 ============== 

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STATEMENT OF CHANGES IN NET ASSETS                                              

                                                        [Enlarge/Download Table]

                                                                              FOR THE YEAR       FOR THE YEAR   
                                                                                  ENDED              ENDED      
                                                                            JANUARY 31, 2004   JANUARY 31, 2003 
                                                                            ----------------   ---------------- 
                                                                                                                
INCREASE (DECREASE) IN NET ASSETS:                                                                              
OPERATIONS:                                                                                                     
Net investment income                                                       $        219,102   $        109,281 
Net realized gain (loss)                                                           3,347,325         (5,548,408)
Net change in unrealized depreciation                                             17,427,430         (8,339,982)
                                                                            ----------------   ---------------- 
   NET INCREASE (DECREASE)                                                        20,993,857        (13,779,109)
                                                                            ----------------   ---------------- 
DIVIDENDS TO SHAREHOLDERS FROM NET INVESTMENT INCOME:                                                           
Class A shares                                                                            --             (5,559)
Class B shares                                                                            --           (153,752)
Class C shares                                                                            --             (2,362)
Class D shares                                                                            --            (40,073)
                                                                            ----------------   ---------------- 

   TOTAL DIVIDENDS                                                                        --           (201,746)
                                                                            ----------------   ---------------- 

Net decrease from transactions in shares of beneficial interest                   (4,085,596)       (18,151,319)
                                                                            ----------------   ---------------- 

   NET INCREASE (DECREASE)                                                        16,908,261        (32,132,174)

NET ASSETS:                                                                                                     
Beginning of period                                                               34,532,534         66,664,708 
                                                                            ----------------   ---------------- 

END OF PERIOD                                                                                                   
(INCLUDING ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME OF $121,740 AND                                      
DIVIDENDS IN EXCESS OF NET INVESTMENT INCOME OF $59,269, RESPECTIVELY)      $     51,440,795   $     34,532,534 
                                                                            ================   ================ 

 SEE NOTES TO FINANCIAL STATEMENTS

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MORGAN STANLEY LATIN AMERICAN GROWTH FUND                                       
NOTES TO FINANCIAL STATEMENTS - JANUARY 31, 2004                                

1. ORGANIZATION AND ACCOUNTING POLICIES                                         
Morgan Stanley Latin American Growth Fund (the "Fund") is registered under the  
Investment Company Act of 1940, as amended (the "Act"), as a non-diversified,   
open-end management investment company. The Fund's investment objective is      
long-term capital appreciation. The Fund seeks to achieve its objective by      
investing primarily in equity securities of Latin American issuers. The Fund was
organized as a Massachusetts business trust on February 25, 1992 and commenced  
operations on December 30, 1992. On July 28, 1997, the Fund converted to a      
multiple class share structure.                                                 

The Fund offers Class A shares, Class B shares, Class C shares and Class D      
shares. The four classes are substantially the same except that most Class A    
shares are subject to a sales charge imposed at the time of purchase and some   
Class A shares, and most Class B shares and Class C shares are subject to a     
contingent deferred sales charge imposed on shares redeemed within one year, six
years and one year, respectively. Class D shares are not subject to a sales     
charge. Additionally, Class A shares, Class B shares and Class C shares incur   
distribution expenses.                                                          

The following is a summary of significant accounting policies:                  

A. VALUATION OF INVESTMENTS -- (1) an equity portfolio security listed or traded
on the New York Stock Exchange ("NYSE") or American Stock Exchange or other     
exchange is valued at its latest sale price prior to the time when assets are   
valued; if there were no sales that day, the security is valued at the mean     
between the last reported bid and asked price; (2) an equity portfolio security 
listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price;  
if there were no sales that day, the security is valued at the mean between the 
last reported bid and asked price; (3) all other portfolio securities for which 
over-the-counter market quotations are readily available are valued at the mean 
between the last reported bid and asked price. In cases where a security is     
traded on more than one exchange, the security is valued on the exchange        
designated as the primary market; (4) for equity securities traded on foreign   
exchanges, the last reported sale price or the latest bid price may be used if  
there were no sales on a particular day; (5) when market quotations are not     
readily available or Morgan Stanley Investment Advisors Inc. (the "Investment   
Manager") determines that the latest sale price, the bid price or the mean      
between the last reported bid and asked price do not reflect a security's market
value, portfolio securities are valued at their fair value as determined in good
faith under procedures established by and under the general supervision of the  
Fund's Trustees. Occasionally, developments affecting the closing prices of     
securities and other assets may occur between the times at which valuations of  
such securities are determined (that is, close of the foreign market on which   
the securities trade) and the close of business on the NYSE. If developments    
occur during such periods that are expected to materially affect the value of   
such securities, such valuations may be adjusted to reflect the estimated fair  
value of such securities as of the close of the NYSE, as determined in good     
faith by the Fund's Trustees or by the Investment Manager using a pricing       
service and/or procedures approved                                              

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by the Trustees of the Fund; (6) certain portfolio securities may be valued by  
an outside pricing service approved by the Fund's Trustees; and (7) short-term  
debt securities having a maturity date of more than sixty days at time of       
purchase are valued on a mark-to-market basis until sixty days prior to maturity
and thereafter at amortized cost based on their value on the 61st day.          
Short-term debt securities having a maturity date of sixty days or less at the  
time of purchase are valued at amortized cost.                                  

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on the 
trade date (date the order to buy or sell is executed). Realized gains and      
losses on security transactions are determined by the identified cost method.   
Dividend income and other distributions are recorded on the ex-dividend date    
except for certain dividends on foreign securities which are recorded as soon as
the Fund is informed after the ex-dividend date. Discounts are accreted and     
premiums are amortized over the life of the respective securities. Interest     
income is accrued daily.                                                        

C. REPURCHASE AGREEMENTS -- Pursuant to an Exemptive Order issued by the        
Securities and Exchange Commission, the Fund, along with other affiliated       
entities managed by the Investment Manager, may transfer uninvested cash        
balances into one or more joint repurchase agreement accounts. These balances   
are invested in one or more repurchase agreements and are collateralized by     
cash, U.S. Treasury or federal agency obligations. The Fund may also invest     
directly with institutions in repurchase agreements. The Fund's custodian       
receives the collateral, which is marked-to-market daily to determine that the  
value of the collateral does not decrease below the repurchase price plus       
accrued interest.                                                               

D. MULTIPLE CLASS ALLOCATIONS -- Investment income, expenses (other than        
distribution fees), and realized and unrealized gains and losses are allocated  
to each class of shares based upon the relative net asset value on the date such
items are recognized. Distribution fees are charged directly to the respective  
class.                                                                          

E. FOREIGN CURRENCY TRANSLATION AND FORWARD FOREIGN CURRENCY CONTRACTS -- The   
books and records of the Fund are maintained in U.S. dollars as follows: (1) the
foreign currency market value of investment securities, other assets and        
liabilities and forward foreign currency contracts ("forward contracts") are    
translated at the exchange rates prevailing at the end of the period; and (2)   
purchases, sales, income and expenses are translated at the exchange rates      
prevailing on the respective dates of such transactions. The resultant exchange 
gains and losses are recorded as realized and unrealized gain/loss on foreign   
exchange transactions. Pursuant to U.S. federal income tax regulations, certain 
foreign exchange gains/losses included in realized and unrealized gain/loss are 
included in or are a reduction of ordinary income for federal income tax        
purposes. The Fund does not isolate that portion of the results of operations   
arising as a result of changes in the foreign exchange rates from the changes in
the market prices of the securities. Forward contracts are valued daily at the  
appropriate exchange rates. The resultant unrealized exchange gains and losses  
are recorded as unrealized foreign currency gain or loss. The Fund records      
realized gains or losses on delivery of the currency or at the time the forward 
contract is extinguished (compensated) by entering into a closing transaction   
prior to delivery.                                                              

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F. FEDERAL INCOME TAX POLICY -- It is the Fund's policy to comply with the      
requirements of the Internal Revenue Code applicable to regulated investment    
companies and to distribute substantially all of its taxable income to its      
shareholders. Accordingly, no federal income tax provision is required.         

G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions to
shareholders are recorded on the ex-dividend date.                              

H. USE OF ESTIMATES -- The preparation of financial statements in accordance    
with generally accepted accounting principles requires management to make       
estimates and assumptions that affect the reported amounts and disclosures.     
Actual results could differ from those estimates.                               

2. INVESTMENT MANAGEMENT AGREEMENT                                              
Pursuant to an Investment Management Agreement, the Fund pays the Investment    
Manager a management fee, accrued daily and payable monthly, by applying the    
following annual rates to the net assets of the Fund determined as of the close 
of each business day: 1.25% to the portion of daily net assets not exceeding    
$500 million and 1.20% to the portion of the daily net assets exceeding $500    
million.                                                                        

3. PLAN OF DISTRIBUTION                                                         
Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the     
"Distributor"), an affiliate of the Investment Manager. The Fund has adopted a  
Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan
provides that the Fund will pay the Distributor a fee which is accrued daily and
paid monthly at the following annual rates: (i) Class A -- up to 0.25% of the   
average daily net assets of Class A; (ii) Class B -- 1.0% of the lesser of: (a) 
the average daily aggregate gross sales of the Class B shares since the         
inception of the Fund (not including reinvestment of dividend or capital gain   
distributions) less the average daily aggregate net asset value of the Class B  
shares redeemed since the Fund's inception upon which a contingent deferred     
sales charge has been imposed or waived; or (b) the average daily net assets of 
Class B; and (iii) Class C -- up to 1.0% of the average daily net assets of     
Class C.                                                                        

In the case of Class B shares, provided that the Plan continues in effect, any  
cumulative expenses incurred by the Distributor but not yet recovered may be    
recovered through the payment of future distribution fees from the Fund pursuant
to the Plan and contingent deferred sales charges paid by investors upon        
redemption of Class B shares. Although there is no legal obligation for the Fund
to pay expenses incurred in excess of payments made to the Distributor under the
Plan and the proceeds of contingent deferred sales charges paid by investors    
upon redemption of shares, if for any reason the Plan is terminated, the        
Trustees will consider at that time the manner in which to treat such expenses. 
The Distributor has advised the Fund that such excess amounts totaled           
$22,184,061 at January 31, 2004.                                                

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In the case of Class A shares and Class C shares, expenses incurred pursuant to 
the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily   
net assets of Class A or Class C, respectively, will not be reimbursed by the   
Fund through payments in any subsequent year, except that expenses representing 
a gross sales credit to Morgan Stanley Financial Advisors or other selected     
broker-dealer representatives may be reimbursed in the subsequent calendar year.
For the year ended January 31, 2004, the distribution fee was accrued for Class 
A shares and Class C shares at the annual rate of 0.23% and 1.0%, respectively. 

The Distributor has informed the Fund that for the year ended January 31, 2004, 
it received contingent deferred sales charges from certain redemptions of the   
Fund's Class B shares and Class C shares of $14,446 and $105, respectively and  
received $5,729 in front-end sales charges from sales of the Fund's Class A     
shares. The respective shareholders pay such charges which are not an expense of
the Fund.                                                                       

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES                       
The cost of purchases and proceeds from sales of portfolio securities, excluding
short-term investments, for the year ended January 31, 2004 aggregated          
$31,350,853 and $34,988,519, respectively.                                      

For the year ended January 31, 2004, the Fund incurred brokerage commissions of 
$2,273 with Morgan Stanley & Co., Inc., an affiliate of the Investment Manager  
and Distributor, for the portfolio transactions executed on behalf of the Fund. 

At January 31, 2004, Morgan Stanley Fund of Funds -- International Portfolio, an
affiliate of the Investment Manager and Distributor, held 189,137 Class D shares
of beneficial interest of the Fund.                                             

Morgan Stanley Trust, an affiliate of the Investment Manager and Distributor, is
the Fund's transfer agent. At January 31, 2004, the Fund had transfer agent fees
and expenses payable of approximately $4,700.                                   

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5. SHARES OF BENEFICIAL INTEREST                                                
Transactions in shares of beneficial interest were as follows:                  

                                                        [Enlarge/Download Table]

                                          FOR THE YEAR                   FOR THE YEAR          
                                             ENDED                          ENDED              
                                        JANUARY 31, 2004               JANUARY 31, 2003        
                                  ----------------------------   ----------------------------- 
                                     SHARES         AMOUNT          SHARES          AMOUNT     
                                  ------------  --------------   ------------  --------------- 
                                                                                               
CLASS A SHARES                                                                                 
Sold                                   42,684   $      498,529        11,758   $       117,308 
Reinvestment of dividends                  --               --           647             5,385 
Redeemed                              (31,240)        (332,161)      (26,931)         (255,052)
                                  -----------   --------------   -----------   --------------- 
Net increase (decrease)--Class A       11,444          166,368       (14,526)         (132,359)
                                  -----------   --------------   -----------   --------------- 
CLASS B SHARES                                                                                 
Sold                                  319,093        3,276,124       226,513         2,125,386 
Reinvestment of dividends                  --               --        17,246           139,347 
Redeemed                           (1,105,881)     (10,166,806)   (1,850,942)      (15,722,837)
                                  -----------   --------------   -----------   --------------- 
Net decrease--Class B                (786,788)      (6,890,682)   (1,607,183)      (13,458,104)
                                  -----------   --------------   -----------   --------------- 
CLASS C SHARES                                                                                 
Sold                                   55,618          581,610         4,480            44,946 
Reinvestment of dividends                  --               --           283             2,288 
Redeemed                              (14,923)        (141,884)      (14,795)         (125,864)
                                  -----------   --------------   -----------   --------------- 
Net increase (decrease)--Class C       40,695          439,726       (10,032)          (78,630)
                                  -----------   --------------   -----------   --------------- 
CLASS D SHARES                                                                                 
Sold                                  272,717        2,822,902       238,833         1,879,342 
Reinvestment of dividends                  --               --           156             1,305 
Redeemed                              (63,982)        (623,910)     (704,359)       (6,362,873)
                                  -----------   --------------   -----------   --------------- 
Net increase (decrease)--Class D      208,735        2,198,992      (465,370)       (4,482,226)
                                  -----------   --------------   -----------   --------------- 
Net decrease in Fund                 (525,914)  $   (4,085,596)   (2,097,111)  $   (18,151,319)
                                  ===========   ==============   ===========   =============== 

6. FEDERAL INCOME TAX STATUS                                                    
The amount of dividends and distributions from net investment income and net    
realized capital gains are determined in accordance with federal income tax     
regulations which may differ from generally accepted accounting principles.     
These "book/tax" differences are either considered temporary or permanent in    
nature. To the extent these differences are permanent in nature, such amounts   
are reclassified within the capital accounts based on their federal tax-basis   
treatment; temporary differences do not require reclassification. Dividends and 
distributions which exceed net investment income and net realized capital gains 
for tax purposes are reported as distributions of paid-in-capital.              

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The tax character of distributions paid was as follows:                         

                                                                [Download Table]

                   FOR THE YEAR    FOR THE YEAR    
                      ENDED           ENDED        
                 JANUARY 31, 2004  JANUARY 31, 2003
                 ----------------  ----------------
                                                   
Ordinary income                --  $        201,746

As of January 31, 2004, the tax-basis components of accumulated losses were as  
follows:                                                                        

                                                                [Download Table]
                                                              
Undistributed ordinary income                   $     183,294 
Undistributed long-term gains                              -- 
                                                ------------- 
Net accumulated earnings                              183,294 
Foreign tax credit pass-through                       136,813 
Capital loss carryforward*                        (29,249,788)
Post-October losses                                    (1,652)
Temporary differences                                (196,714)
Net unrealized appreciation                         8,215,077 
                                                ------------- 
Total accumulated losses                        $ (20,912,970)
                                                ============= 

*During the year ended January 31, 2004 the Fund utilized $1,050,646 of its net 
capital loss carryforward. As of January 31, 2004, the Fund had a net capital   
loss carryforward of $29,249,788 of which $19,838,661 will expire on January 31,
2005, $3,057,904 will expire on January 31, 2007, $2,899,656 will expire on     
January 31, 2008 and $3,453,567 will expire on January 31, 2011 to offset future
capital gains to the extent provided by regulations.                            

As of January 31, 2004, the Fund had temporary book/tax differences attributable
to post-October losses (foreign currency losses incurred after October 31 within
the taxable year which are deemed to arise on the first business day of the     
Fund's next taxable year), capital loss deferrals on wash sales and foreign tax 
credit pass-through and permanent book/tax differences attributable to foreign  
currency losses and an expired capital loss carryforward. To reflect            
reclassifications arising from the permanent differences, paid-in-capital was   
charged $56,575,173, accumulated undistributed net investment income was charged
$38,093 and accumulated net realized loss was credited $56,613,266.             

7. PURPOSES OF AND RISKS RELATING TO CERTAIN FINANCIAL INSTRUMENTS              
The Fund may enter into forward contracts to facilitate settlement of foreign   
currency denominated portfolio transactions or to manage foreign currency       
exposure associated with foreign currency denominated securities.               

Forward contracts involve elements of market risk in excess of the amounts      
reflected in the Statement of Assets and Liabilities. The Fund bears the risk of
an unfavorable change in foreign exchange rates                                 

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underlying the forward contracts. Risks may also arise upon entering into these 
contracts from the potential inability of the counterparties to meet the terms  
of their contracts.                                                             

At January 31, 2004, the Fund's cash balance consisted principally of interest  
bearing deposits with J.P. Morgan Chase, the Fund's custodian.                  

At January 31, 2004, investment in securities of issuers in Mexico and Brazil   
represented 40.1% and 49.6% of net assets, respectively. These investments, as  
well as other non-U.S. investments which involve risks and considerations not   
present with respect to U.S. securities, may be affected by economic or         
political developments in these regions.                                        

8. LEGAL MATTERS                                                                
The Investment Manager, certain affiliates of the Investment Manager and certain
investment companies advised by the Investment Manager or its affiliates,       
including the Fund, are named as defendants in a number of recently filed,      
similar class action complaints. These complaints generally allege that         
defendants, including the Fund, violated their statutory disclosure obligations 
and fiduciary duties by failing properly to disclose (i) that the Investment    
Manager and certain affiliates of the Investment Manager allegedly offered      
economic incentives to brokers and others to steer investors to the funds       
advised by the Investment Manager or its affiliates rather than funds managed by
other companies, and (ii) that the funds advised by the Investment Manager or   
its affiliates, including the Fund, allegedly paid excessive commissions to     
brokers in return for their alleged efforts to steer investors to these funds.  
The complaints seek, among other things, unspecified compensatory damages,      
rescissionary damages, fees and costs. The defendants intend to move to dismiss 
these actions and otherwise vigorously to defend them. While the Fund believes  
that it has meritorious defenses, the ultimate outcome of these matters is not  
presently determinable at this early stage of the litigation, and no provision  
has been made in the Fund's financial statements for the effect, if any, of     
these matters.                                                                  

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MORGAN STANLEY LATIN AMERICAN GROWTH FUND                                       
FINANCIAL HIGHLIGHTS                                                            

Selected ratios and per share data for a share of beneficial interest           
outstanding throughout each period:                                             

                                                        [Enlarge/Download Table]

                                                      FOR THE YEAR ENDED JANUARY 31,             
                                         ------------------------------------------------------- 
                                           2004       2003        2002        2001        2000   
                                         --------   --------    --------    --------    -------- 
                                                                                                 
CLASS A SHARES                                                                                   

SELECTED PER SHARE DATA:                                                                         
Net asset value, beginning of period     $   7.47   $  10.02    $  11.90    $  12.26    $   7.33 
                                         --------   --------    --------    --------    -------- 
Income (loss) from investment                                                                    
 operations:                                                                                     
   Net investment income (loss)++            0.11       0.08        0.14        0.00       (0.01)
   Net realized and unrealized gain                                                              
    (loss)                                   4.99      (2.51)      (2.02)      (0.36)       4.94 
                                         --------   --------    --------    --------    -------- 
Total income (loss) from investment                                                              
 operations                                  5.10      (2.43)      (1.88)      (0.36)       4.93 
                                         --------   --------    --------    --------    -------- 
Less dividends from net investment                                                               
 income                                         -      (0.12)          -           -           - 
                                         --------   --------    --------    --------    -------- 
Net asset value, end of period           $  12.57   $   7.47    $  10.02    $  11.90    $  12.26 
                                         ========   ========    ========    ========    ======== 
TOTAL RETURN+                               68.27%    (24.40)%    (15.80)%     (2.62)%     66.71%

RATIOS TO AVERAGE NET ASSETS(1):                                                                 
Expenses                                     2.43%      2.52%       2.20%       1.96%       2.28%
Net investment income                        1.25%      0.91%       1.15%       0.05%       0.16%

SUPPLEMENTAL DATA:                                                                               
Net assets, end of period, in thousands  $    647   $    299    $    547    $    936    $    751 
Portfolio turnover rate                        78%        57%         73%         44%         59%

----------                                                                      

++   THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES  
OUTSTANDING DURING THE PERIOD.                                    
+    DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE. CALCULATED BASED ON THE
NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD.        
  (1)  REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC
EXPENSES.                                                         

 SEE NOTES TO FINANCIAL STATEMENTS

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                                                        [Enlarge/Download Table]

                                                      FOR THE YEAR ENDED JANUARY 31,              
                                         -------------------------------------------------------  
                                           2004       2003        2002        2001        2000    
                                         --------   --------    --------    --------    --------  
                                                                                                  

CLASS B SHARES                                                                                    

SELECTED PER SHARE DATA:                                                                          
Net asset value, beginning of period     $   7.23   $   9.66    $  11.55    $  11.99    $   7.24  
                                         --------   --------    --------    --------    --------  
Income (loss) from investment                                                                     
 operations:                                                                                      
   Net investment income (loss)++            0.05       0.01        0.04       (0.09)      (0.06) 
   Net realized and unrealized gain                                                               
    (loss)                                   4.78      (2.41)      (1.93)      (0.35)       4.81  
                                         --------   --------    --------    --------    --------  
Total income (loss) from investment                                                               
 operations                                  4.83      (2.40)      (1.89)      (0.44)       4.75  
                                         --------   --------    --------    --------    --------  
Less dividends from net investment                                                                
 income                                         -      (0.03)          -           -           -  
                                         --------   --------    --------    --------    --------  
Net asset value, end of period           $  12.06   $   7.23    $   9.66    $  11.55    $  11.99  
                                         ========   ========    ========    ========    ========  
TOTAL RETURN+                               66.94%    (24.90)%    (16.36)%     (3.43)%     65.19% 

RATIOS TO AVERAGE NET ASSETS(1):                                                                  
Expenses                                     3.20%      3.27%       2.96%       2.77%       3.06% 
Net investment income (loss)                 0.48%      0.16%       0.39%      (0.76)%     (0.62)%

SUPPLEMENTAL DATA:                                                                                
Net assets, end of period, in thousands  $ 46,209   $ 33,372    $ 60,159    $ 99,431    $136,699  
Portfolio turnover rate                        78%        57%         73%         44%         59% 

----------                                                                      
++   THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES  
OUTSTANDING DURING THE PERIOD.                                    
+    DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE. CALCULATED BASED ON THE
NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD.        
  (1)  REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC
EXPENSES.                                                         

 SEE NOTES TO FINANCIAL STATEMENTS

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                                                        [Enlarge/Download Table]

                                                      FOR THE YEAR ENDED JANUARY 31,              
                                         -------------------------------------------------------  
                                           2004       2003        2002        2001        2000    
                                         --------   --------    --------    --------    --------  
                                                                                                  
CLASS C SHARES                                                                                    

SELECTED PER SHARE DATA:                                                                          
Net asset value, beginning of period     $   7.23   $   9.69    $  11.57    $  12.02    $   7.24  
                                         --------   --------    --------    --------    --------  
Income (loss) from investment                                                                     
 operations:                                                                                      
   Net investment income (loss)++            0.04       0.01        0.04       (0.09)      (0.06) 
   Net realized and unrealized gain                                                               
    (loss)                                   4.80      (2.42)      (1.92)      (0.36)       4.84  
                                         --------   --------    --------    --------    --------  
Total income (loss) from investment                                                               
 operations                                  4.84      (2.41)      (1.88)      (0.45)       4.78  
                                         --------   --------    --------    --------    --------  
Less dividends from net investment                                                                
 income                                         -      (0.05)          -           -           -  
                                         --------   --------    --------    --------    --------  
Net asset value, end of period           $  12.07   $   7.23    $   9.69    $  11.57    $  12.02  
                                         ========   ========    ========    ========    ========  
TOTAL RETURN+                               67.08%    (24.88)%    (16.34)%     (3.42)%     65.47% 

RATIOS TO AVERAGE NET ASSETS(1):                                                                  
Expenses                                     3.20%      3.24%       2.88%       2.77%       2.95% 
Net investment income (loss)                 0.48%      0.19%       0.47%      (0.76)%     (0.51)%

SUPPLEMENTAL DATA:                                                                                
Net assets, end of period, in thousands  $    998   $    304    $    504    $    887    $    776  
Portfolio turnover rate                        78%        57%         73%         44%         59% 

----------                                                                                        

++   THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES  
OUTSTANDING DURING THE PERIOD.                                    
+    DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE. CALCULATED BASED ON THE
NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD.        
  (1)  REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC
EXPENSES.                                                         

 SEE NOTES TO FINANCIAL STATEMENTS

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                                                        [Enlarge/Download Table]

                                                      FOR THE YEAR ENDED JANUARY 31,             
                                         ------------------------------------------------------- 
                                           2004       2003        2002        2001        2000   
                                         --------   --------    --------    --------    -------- 
                                                                                                 
CLASS D SHARES                                                                                   

SELECTED PER SHARE DATA:                                                                         
Net asset value, beginning of period     $   7.52   $  10.11    $  11.97    $  12.30    $   7.35 
                                         --------   --------    --------    --------    -------- 
Income (loss) from investment                                                                    
 operations:                                                                                     

   Net investment income (loss)++            0.13       0.15        0.14        0.00       (0.02)
   Net realized and unrealized gain                                                              
    (loss)                                   5.03      (2.59)      (2.00)      (0.33)       4.97 
                                         --------   --------    --------    --------    -------- 
Total income (loss) from investment                                                              
 operations                                  5.16      (2.44)      (1.86)      (0.33)       4.95 
                                         --------   --------    --------    --------    -------- 
Less dividends from net investment                                                               
 income                                         -      (0.15)          -           -           - 
                                         --------   --------    --------    --------    -------- 
Net asset value, end of period           $  12.68   $   7.52    $  10.11    $  11.97    $  12.30 
                                         ========   ========    ========    ========    ======== 
TOTAL RETURN+                               68.62%    (24.24)%    (15.54)%     (2.37)%     66.80%

RATIOS TO AVERAGE NET ASSETS(1):                                                                 
Expenses                                     2.20%      2.27%       1.96%       1.77%       2.06%
Net investment income                        1.48%      1.16%       1.39%       0.24%       0.38%

SUPPLEMENTAL DATA:                                                                               
Net assets, end of period, in thousands  $  3,587   $    558    $  5,455    $  9,262    $    588 
Portfolio turnover rate                        78%        57%         73%         44%         59%

----------                                                                      
++   THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES  
OUTSTANDING DURING THE PERIOD.                                    
+    CALCULATED BASED ON THE NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF 
THE PERIOD.                                                       
  (1)  REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC
EXPENSES.                                                         

SEE NOTES TO FINANCIAL STATEMENTS 

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MORGAN STANLEY LATIN AMERICAN GROWTH FUND                                       
INDEPENDENT AUDITORS' REPORT                                                    

TO THE SHAREHOLDERS AND BOARD OF                                                
TRUSTEES OF MORGAN STANLEY LATIN AMERICAN GROWTH FUND:                          

We have audited the accompanying statement of assets and liabilities of Morgan  
Stanley Latin American Growth Fund (the "Fund"), including the portfolio of     
investments, as of January 31, 2004, and the related statements of operations   
for the year then ended and changes in net assets for each of the two years in  
the period then ended, and the financial highlights for each of the five years  
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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and       
perform the audit to obtain reasonable assurance about whether the financial    
statements and financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of January 31, 2004, by correspondence with the custodian   
and brokers; where replies were not received from brokers, we performed other   
auditing procedures. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating the    
overall financial statement presentation. We believe that our audits provide a  
reasonable basis for our opinion.                                               

In our opinion, the financial statements and financial highlights referred to   
above present fairly, in all material respects, the financial position of Morgan
Stanley Latin American Growth Fund as of January 31, 2004, 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 in the period then ended, in conformity with accounting          
principles generally accepted in the United States of America.                  

Deloitte & Touche LLP                                                           
NEW YORK, NEW YORK                                                              
MARCH 18, 2004                                                                  

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MORGAN STANLEY LATIN AMERICAN GROWTH FUND                                       
TRUSTEE AND OFFICER INFORMATION                                                 

INDEPENDENT TRUSTEES:                                                           

                                                        [Enlarge/Download Table]

                                                                                                  NUMBER OF                         
                                                                                                 PORTFOLIOS                         
                                                        TERM OF                                   IN FUND                           
                                         POSITION(S)   OFFICE AND                                 COMPLEX                           
        NAME, AGE AND ADDRESS OF         HELD WITH     LENGTH OF      PRINCIPAL OCCUPATION(S)     OVERSEEN     OTHER DIRECTORSHIPS  
          INDEPENDENT TRUSTEE            REGISTRANT   TIME SERVED*     DURING PAST 5 YEARS**    BY TRUSTEE***    HELD BY TRUSTEE    
---------------------------------------  -----------  -------------  -------------------------  -------------  -------------------- 
                                                                                                                                    
Michael Bozic (63)                       Trustee      Since          Retired; Director or       208            Director of Weirton  
c/o Kramer Levin Naftalis & Frankel LLP               April 1994     Trustee of the Retail                     Steel Corporation.   
Counsel to the Independent Trustees                                  Funds (since April 1994)                                       
919 Third Avenue                                                     and the Institutional                                          
New York, NY                                                         Funds (since July 2003);                                       
                                                                     formerly Vice Chairman of                                      
                                                                     Kmart Corporation                                              
                                                                     (December 1998-October                                         
                                                                     2000), Chairman and Chief                                      
                                                                     Executive Officer of                                           
                                                                     Levitz Furniture                                               
                                                                     Corporation (November                                          
                                                                     1995-November 1998) and                                        
                                                                     President and Chief                                            
                                                                     Executive Officer of                                           
                                                                     Hills Department Stores                                        
                                                                     (May 1991 - July 1995);                                        
                                                                     formerly variously                                             
                                                                     Chairman, Chief Executive                                      
                                                                     Officer, President and                                         
                                                                     Chief Operating Officer                                        
                                                                     (1987-1991) of the Sears                                       
                                                                     Merchandise Group of                                           
                                                                     Sears, Roebuck & Co.                                           

Edwin J. Garn (71)                       Trustee      Since          Director or Trustee of     208            Director of Franklin 
c/o Summit Ventures LLC                               January 1993   the Retail Funds (since                   Covey (time          
1 Utah Center                                                        January 1993) and the                     management systems), 
201 S. Main Street                                                   Institutional Funds                       BMW Bank of North    
Salt Lake City, UT                                                   (since July 2003); member                 America, Inc.        
                                                                     of the Utah Regional                      (industrial loan     
                                                                     Advisory Board of Pacific                 corporation), United 
                                                                     Corp.; formerly United                    Space Alliance (joint
                                                                     States Senator (R-Utah)                   venture between      
                                                                     (1974-1992) and Chairman,                 Lockheed Martin and  
                                                                     Senate Banking Committee                  the Boeing Company)  
                                                                     (1980-1986), Mayor of                     and Nuskin Asia      
                                                                     Salt Lake City, Utah                      Pacific (multilevel  
                                                                     (1971-1974), Astronaut,                   marketing); member of
                                                                     Space Shuttle Discovery                   the board of various 
                                                                     (April 12-19, 1985), and                  civic and charitable 
                                                                     Vice Chairman, Huntsman                   organizations.       
                                                                     Corporation (chemical                                          
                                                                     company).                                                      

Wayne E. Hedien (69)                     Trustee      Since          Retired; Director or       208            Director of The PMI  
c/o Kramer Levin Naftalis & Frankel LLP               September      Trustee of the Retail                     Group Inc. (private  
Counsel to the Independent Trustees                   1997           Funds (since September                    mortgage insurance); 
919 Third Avenue                                                     1997) and the                             Trustee and Vice     
New York, NY                                                         Institutional Funds                       Chairman of The Field
                                                                     (since July 2003);                        Museum of Natural    
                                                                     formerly associated with                  History; director of 
                                                                     the Allstate Companies                    various other        
                                                                     (1966-1994), most                         business and         
                                                                     recently as Chairman of                   charitable           
                                                                     The Allstate Corporation                  organizations.       
                                                                     (March 1993-December                                           
                                                                     1994) and Chairman and                                         
                                                                     Chief Executive Officer                                        
                                                                     of its wholly-owned                                            
                                                                     subsidiary, Allstate                                           
                                                                     Insurance Company (July                                        
                                                                     1989-December 1994).                                           

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                                                        [Enlarge/Download Table]

                                                                                                  NUMBER OF                         
                                                                                                 PORTFOLIOS                         
                                                        TERM OF                                   IN FUND                           
                                         POSITION(S)   OFFICE AND                                 COMPLEX                           
        NAME, AGE AND ADDRESS OF         HELD WITH     LENGTH OF     PRINCIPAL OCCUPATION(S)     OVERSEEN     OTHER DIRECTORSHIPS   
          INDEPENDENT TRUSTEE            REGISTRANT   TIME SERVED*     DURING PAST 5 YEARS**    BY TRUSTEE***    HELD BY TRUSTEE    
---------------------------------------  -----------  -------------  -------------------------  -------------  -------------------- 
                                                                                                                                    
Dr. Manuel H. Johnson (54)               Trustee      Since          Chairman of the Audit      208            Director of NVR, Inc.
c/o Johnson Smick International, Inc.                 July 1991      Committee and Director or                 (home construction); 
2099 Pennsylvania Avenue, N.W.                                       Trustee of the Retail                     Chairman and Trustee 
Suite 950                                                            Funds (since July 1991)                   of the Financial     
Washington, D.C.                                                     and the Institutional                     Accounting Foundation
                                                                     Funds (since July 2003);                  (oversight           
                                                                     Senior Partner, Johnson                   organization of the  
                                                                     Smick International,                      Financial Accounting 
                                                                     Inc., a consulting firm;                  Standards Board);    
                                                                     Co-Chairman and a founder                 Director of RBS      
                                                                     of the Group of Seven                     Greenwich Capital    
                                                                     Council (G7C), an                         Holdings (financial  
                                                                     international economic                    holding company).    
                                                                     commission; formerly Vice                                      
                                                                     Chairman of the Board of                                       
                                                                     Governors of the Federal                                       
                                                                     Reserve System and                                             
                                                                     Assistant Secretary of                                         
                                                                     the U.S. Treasury.                                             

Joseph J. Kearns (61)                    Trustee      Since          Deputy Chairman of the     209            Director of Electro  
PMB754                                                July 2003      Audit Committee and                       Rent Corporation     
23852 Pacific Coast Highway                                          Director or Trustee of                    (equipment leasing), 
Malibu, CA                                                           the Retail Funds (since                   The Ford Family      
                                                                     July 2003) and the                        Foundation, and the  
                                                                     Institutional Funds                       UCLA Foundation.     
                                                                     (since August 1994);                                           
                                                                     previously Chairman of                                         
                                                                     the Audit Committee of                                         
                                                                     the Institutional Funds                                        
                                                                     (October 2001-July 2003);                                      
                                                                     President, Kearns &                                            
                                                                     Associates LLC                                                 
                                                                     (investment consulting);                                       
                                                                     formerly CFO of the                                            
                                                                     J. Paul Getty Trust.                                           

Michael E. Nugent (67)                   Trustee      Since          Chairman of the Insurance  208            Director of various  
c/o Triumph Capital, L.P.                             July 1991      Committee and Director or                 business             
445 Park Avenue                                                      Trustee of the Retail                     organizations.       
New York, NY                                                         Funds (since July 1991)                                        
                                                                     and the Institutional                                          
                                                                     Funds (since July 2001);                                       
                                                                     General Partner of                                             
                                                                     Triumph Capital, L.P., a                                       
                                                                     private investment                                             
                                                                     partnership; formerly                                          
                                                                     Vice President, Bankers                                        
                                                                     Trust Company and BT                                           
                                                                     Capital Corporation                                            
                                                                     (1984-1988).                                                   

Fergus Reid (71)                         Trustee      Since          Chairman of the            209            Trustee and Director 
c/o Lumelite Plastics Corporation                     July 2003      Governance Committee and                  of certain investment
85 Charles Colman Blvd.                                              Director or Trustee of                    companies in the     
Pawling, NY                                                          the Retail Funds (since                   JPMorgan Funds       
                                                                     July 2003) and the                        complex managed by JP
                                                                     Institutional Funds                       Morgan Investment    
                                                                     (since June 1992);                        Management Inc.      
                                                                     Chairman of Lumelite                                           
                                                                     Plastics Corporation.                                          

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INTERESTED TRUSTEES:                                                            

                                                        [Enlarge/Download Table]

                                                                                                  NUMBER OF                         
                                                                                                 PORTFOLIOS                         
                                                         TERM OF                                  IN FUND                           
                                         POSITION(S)   OFFICE AND                                 COMPLEX                           
        NAME, AGE AND ADDRESS OF          HELD WITH     LENGTH OF     PRINCIPAL OCCUPATION(S)     OVERSEEN     OTHER DIRECTORSHIPS  
          INTERESTED TRUSTEE             REGISTRANT   TIME SERVED*     DURING PAST 5 YEARS**    BY TRUSTEE***    HELD BY TRUSTEE    
---------------------------------------  -----------  -------------  -------------------------  -------------  -------------------- 
                                                                                                                                    
Charles A. Fiumefreddo (70)              Chairman of  Since          Chairman and Director or   208            None                 
c/o Morgan Stanley Trust                 the Board    July 1991      Trustee of the Retail                                          
Harborside Financial Center,             and Trustee                 Funds (since July 1991)                                        
Plaza Two,                                                           and the Institutional                                          
Jersey City, NJ                                                      Funds (since July 2003);                                       
                                                                     formerly Chief Executive                                       
                                                                     Officer of the Retail                                          
                                                                     Funds (until                                                   
                                                                     September 2002).                                               

James F. Higgins (55)                    Trustee      Since          Director or Trustee of     208            Director of AXA      
c/o Morgan Stanley Trust                              June 2000      the Retail Funds (since                   Financial, Inc. and  
Harborside Financial Center,                                         June 2000) and the                        The Equitable Life   
Plaza Two,                                                           Institutional Funds                       Assurance Society of 
Jersey City, NJ                                                      (since July 2003); Senior                 the United States    
                                                                     Advisor of Morgan Stanley                 (financial services).
                                                                     (since August 2000);                                           
                                                                     Director of the                                                
                                                                     Distributor and Dean                                           
                                                                     Witter Realty Inc.;                                            
                                                                     previously President and                                       
                                                                     Chief Operating Officer                                        
                                                                     of the Private Client                                          
                                                                     Group of Morgan Stanley                                        
                                                                     (May 1999-August 2000),                                        
                                                                     and President and Chief                                        
                                                                     Operating Officer of                                           
                                                                     Individual Securities of                                       
                                                                     Morgan Stanley (February                                       
                                                                     1997-May 1999).                                                

Philip J. Purcell (60)                   Trustee      Since          Director or Trustee of     208            Director of American 
1585 Broadway                                         April 1994     the Retail Funds (since                   Airlines, Inc. and   
New York, NY                                                         April 1994) and the                       its parent company,  
                                                                     Institutional Funds                       AMR Corporation.     
                                                                     (since July 2003);                                             
                                                                     Chairman of the Board of                                       
                                                                     Directors and Chief                                            
                                                                     Executive Officer of                                           
                                                                     Morgan Stanley and Morgan                                      
                                                                     Stanley DW Inc.; Director                                      
                                                                     of the Distributor;                                            
                                                                     Chairman of the Board of                                       
                                                                     Directors and Chief                                            
                                                                     Executive Officer of                                           
                                                                     Novus Credit Services                                          
                                                                     Inc.; Director and/or                                          
                                                                     officer of various Morgan                                      
                                                                     Stanley subsidiaries.                                          

----------                                                                      
*  THIS IS THE EARLIEST DATE THE TRUSTEE BEGAN SERVING THE FUNDS ADVISED BY 
  MORGAN STANLEY INVESTMENT ADVISORS INC. (THE "INVESTMENT MANAGER ") (THE
"RETAIL FUNDS ").                                                     
**  THE DATES REFERENCED BELOW INDICATING COMMENCEMENT OF SERVICES AS         
DIRECTOR/TRUSTEE FOR THE RETAIL FUNDS AND THE FUNDS ADVISED BY MORGAN 
STANLEY INVESTMENT MANAGEMENT INC., MORGAN STANLEY INVESTMENTS LP AND 
   MORGAN STANLEY AIP GP LP (THE "INSTITUTIONAL FUNDS") REFLECT THE EARLIEST
   DATE THE DIRECTOR/TRUSTEE BEGAN SERVING THE RETAIL OR INSTITUTIONAL FUNDS
AS APPLICABLE.                                                        
***  THE FUND COMPLEX INCLUDES ALL OPEN-END AND CLOSED-END FUNDS (INCLUDING ALL 
   OF THEIR PORTFOLIOS) ADVISED BY THE INVESTMENT MANAGER AND ANY FUNDS THAT
   HAVE AN INVESTMENT ADVISOR THAT IS AN AFFILIATED PERSON OF THE INVESTMENT
    MANAGER (INCLUDING BUT NOT LIMITED TO MORGAN STANLEY INVESTMENT MANAGEMENT
INC. AND MORGAN STANLEY INVESTMENTS LP).                              

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OFFICERS:                                                                       

                                                        [Enlarge/Download Table]

                                                     TERM OF                                                          
                                  POSITION(S)       OFFICE AND                                                        
   NAME, AGE AND ADDRESS OF        HELD WITH        LENGTH OF                                                         
      EXECUTIVE OFFICER           REGISTRANT       TIME SERVED*       PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS**   
------------------------------  ---------------  ----------------  ---------------------------------------------------
                                                                                                                      
Mitchell M. Merin (50)          President        Since May 1999    President and Chief Operating Officer of Morgan    
1221 Avenue of the Americas                                        Stanley Investment Management Inc.; President,     
New York, NY                                                       Director and Chief Executive Officer of the        
                                                                   Investment Manager and Morgan Stanley Services;    
                                                                   Chairman and Director of the Distributor; Chairman 
                                                                   and Director of the Transfer Agent; Director of    
                                                                   various Morgan Stanley subsidiaries; President of  
                                                                   the Institutional Funds (since July 2003) and      
                                                                   President of the Retail Funds (since May 1999);    
                                                                   Trustee (since July 2003) and President (since     
                                                                   December 2002) of the Van Kampen Closed-End Funds; 
                                                                   Trustee (since May 1999) and President (since      
                                                                   October 2002) of the Van Kampen Open-End Funds.    

Ronald E. Robison (65)          Executive Vice   Since             Chief Global Operations Officer and Managing       
1221 Avenue of the Americas     President and    April 2003        Director of Morgan Stanley Investment Management   
New York, NY                    Principal                          Inc.; Managing Director of Morgan Stanley & Co.    
                                Executive                          Incorporated; Managing Director of Morgan Stanley; 
                                Officer                            Managing Director, Chief Administrative Officer    
                                                                   and Director of the Investment Manager and Morgan  
                                                                   Stanley Services; Chief Executive Officer and      
                                                                   Director of the Transfer Agent; Managing Director  
                                                                   and Director of the Distributor; Executive Vice    
                                                                   President and Principal Executive Officer of the   
                                                                   Institutional Funds (since July 2003); previously  
                                                                   President and Director of the Institutional Funds  
                                                                   (March 2001-July 2003).                            

Barry Fink (49)                 Vice President   Since             General Counsel (since May 2000) and Managing      
1221 Avenue of the Americas     and General      February 1997     Director (since December 2000) of Morgan Stanley   
New York, NY                    Counsel                            Investment Management; Managing Director (since    
                                                                   December 2000), Secretary (since February 1997)    
                                                                   and Director (since July 1998) of the Investment   
                                                                   Manager and Morgan Stanley Services; Assistant     
                                                                   Secretary of Morgan Stanley DW; Vice President of  
                                                                   the Institutional Funds (since July 2003);         
                                                                   Managing Director, Secretary and Director of the   
                                                                   Distributor; previously Secretary of the Retail    
                                                                   Funds (February 1997-July 2003); previously Vice   
                                                                   President and Assistant General Counsel of the     
                                                                   Investment Manager and Morgan Stanley Services     
                                                                   (February 1997-December 2001).                     

Joseph J. McAlinden (61)        Vice President   Since July 1995   Managing Director and Chief Investment Officer of  
1221 Avenue of the Americas                                        the Investment Manager and Morgan Stanley          
New York, NY                                                       Investment Management Inc., Director of the        
                                                                   Transfer Agent, Chief Investment Officer of the    
                                                                   Van Kampen Funds; Vice President of the            
                                                                   Institutional Funds (since July 2003) and the      
                                                                   Retail Funds (since July 1995).                    

Stefanie V. Chang (37)          Vice President   Since July 2003   Executive Director of Morgan Stanley & Co.         
1221 Avenue of the Americas                                        Incorporated and Morgan Stanley Investment         
New York, NY                                                       Management Inc. and Vice President of the          
                                                                   Institutional Funds (since December 1997) and the  
                                                                   Retail Funds (since July 2003); formerly practiced 
                                                                   law with the New York law firm of Rogers & Wells   
                                                                   (now Clifford Chance LLP).                         

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                                                        [Enlarge/Download Table]

                                                     TERM OF                                                          
                                  POSITION(S)       OFFICE AND                                                        
   NAME, AGE AND ADDRESS OF       HELD WITH         LENGTH OF                                                         
      EXECUTIVE OFFICER           REGISTRANT       TIME SERVED*       PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS**   
------------------------------  ---------------  ----------------  ---------------------------------------------------
                                                                                                                      
Francis J. Smith (38)           Treasurer and    Treasurer since   Executive Director of the Investment Manager and   
c/o Morgan Stanley Trust        Chief Financial  July 2003 and     Morgan Stanley Services (since December 2001);     
Harborside Financial Center,    Officer          Chief Financial   previously Vice President of the Retail Funds      
Plaza Two,                                       Officer since     (September 2002-July 2003); previously Vice        
Jersey City, NJ                                  September 2002    President of the Investment Manager and Morgan     
                                                                   Stanley Services (August 2000-November 2001) and   
                                                                   Senior Manager at PricewaterhouseCoopers LLP       
                                                                   (January 1998-August 2000).                        

Thomas F. Caloia (57)           Vice President   Since July 2003   Executive Director (since December 2002) and       
c/o Morgan Stanley Trust                                           Assistant Treasurer of the Investment Manager, the 
Harborside Financial Center,                                       Distributor and Morgan Stanley Services;           
Plaza Two,                                                         previously Treasurer of the Retail Funds (April    
Jersey City, NJ                                                    1989-July 2003); formerly First Vice President of  
                                                                   the Investment Manager, the Distributor and Morgan 
                                                                   Stanley Services.                                  

Mary E. Mullin (36)             Secretary        Since July 2003   Vice President of Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas                                        and Morgan Stanley Investment Management Inc.;     
New York, NY                                                       Secretary of the Institutional Funds (since June   
                                                                   1999) and the Retail Funds (since July 2003);      
                                                                   formerly practiced law with the New York law firms 
                                                                   of McDermott, Will & Emery and Skadden, Arps,      
                                                                   Slate, Meagher & Flom LLP.                         

-----------                                                                     
*   THIS IS THE EARLIEST DATE THE OFFICER BEGAN SERVING THE RETAIL FUNDS. EACH
   OFFICER SERVES AN INDEFINITE TERM, UNTIL HIS OR HER SUCCESSOR IS ELECTED.
**   THE DATES REFERENCED BELOW INDICATING COMMENCEMENT OF SERVICE AS AN OFFICER
FOR THE RETAIL AND INSTITUTIONAL FUNDS REFLECT THE EARLIEST DATE THE  
OFFICER BEGAN SERVING THE RETAIL OR INSTITUTIONAL FUNDS AS APPLICABLE.

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TRUSTEES                                                                        
Michael Bozic                                                                   
Charles A. Fiumefreddo                                                          
Edwin J. Garn                                                                   
Wayne E. Hedien                                                                 
James F. Higgins                                                                
Dr. Manuel H. Johnson                                                           
Joseph J. Kearns                                                                
Michael E. Nugent                                                               
Philip J. Purcell                                                               
Fergus Reid                                                                     

OFFICERS                                                                        
Charles A. Fiumefreddo                                                          
CHAIRMAN OF THE BOARD                                                           

Mitchell M. Merin                                                               
PRESIDENT                                                                       

Ronald E. Robison                                                               
EXECUTIVE VICE PRESIDENT and PRINCIPAL EXECUTIVE OFFICER                        

Barry Fink                                                                      
VICE PRESIDENT and GENERAL COUNSEL                                              

Joseph J. McAlinden                                                             
VICE PRESIDENT                                                                  

Stefanie V. Chang                                                               
VICE PRESIDENT                                                                  

Francis J. Smith                                                                
TREASURER and CHIEF FINANCIAL OFFICER                                           

Thomas F. Caloia                                                                
VICE PRESIDENT                                                                  

Mary E. Mullin                                                                  
SECRETARY                                                                       

TRANSFER AGENT                                                                  
Morgan Stanley Trust                                                            
Harborside Financial Center, Plaza Two                                          
Jersey City, New Jersey 07311                                                   

INDEPENDENT AUDITORS                                                            
Deloitte & Touche LLP                                                           
Two World Financial Center                                                      
New York, New York 10281                                                        

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

This report is submitted for the general information of the shareholders of the 
Fund. For more detailed information about the Fund, its fees and expenses and   
other pertinent information, please read its Prospectus. The Fund's Statement of
Additional Information contains additional information about the Fund, including
its trustees. It is available, without charge, by calling (800) 869-NEWS.       

This report is not authorized for distribution to prospective investors in the  
Fund unless preceded or accompanied by an effective Prospectus. Read the        
Prospectus carefully before investing.                                          

Investments and services offered through Morgan Stanley DW Inc., member SIPC.   
Morgan Stanley Distributors Inc., member NASD.                                  

(C)2004 Morgan Stanley                                                          

[MORGAN STANLEY LOGO]                                                           

37939RPT-00-13912 Co4-AP 3/04                                                   

                                                                       [GRAPHIC]

                                                            MORGAN STANLEY FUNDS

                                                                  MORGAN STANLEY
                                                                  LATIN AMERICAN
                                                                     GROWTH FUND

                                                                   ANNUAL REPORT
                                                                JANUARY 31, 2004

[MORGAN STANLEY LOGO]                                                           

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Item 2. Code of Ethics.                                                         

(a)    The Fund has adopted a code of ethics (the "Code of Ethics") that applies
to its principal executive officer, principal financial officer, principal      
accounting officer or controller, or persons performing similar functions,      
regardless of whether these individuals are employed by the Fund or a third     
party.                                                                          

(b)    No information need be disclosed pursuant to this paragraph.             

(c)    Not applicable.                                                          

(d)    Not applicable.                                                          

(e)    Not applicable.                                                          

(f)                                                                             

(1)    The Fund's Code of Ethics is attached hereto as Exhibit A. 

(2)    Not applicable.                                            

(3)    Not applicable.                                            

Item 3. Audit Committee Financial Expert.                                       

The Fund's Board of Trustees has determined that it has two "audit committee    
financial experts" serving on its audit committee, each of whom are             
"independent" Trustees: Dr. Manuel H. Johnson and Joseph J. Kearns. Under       
applicable securities laws, a person who is determined to be an audit committee 
financial expert will not be deemed an "expert" for any purpose, including      
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial   
expert. The designation or identification of a person as an audit committee     
financial expert does not impose on such person any duties, obligations, or     
liabilities that are greater than the duties, obligations, and liabilities      
imposed on such person as a member of the audit committee and Board of Trustees 
in the absence of such designation or identification.                           

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Item 4. Principal Accountant Fees and Services.                                 

(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:               

2004                                                    

                                                                [Download Table]

                             REGISTRANT          COVERED ENTITIES(1)   
                                                                       
AUDIT FEES               $           34,290                      N/A   

NON-AUDIT FEES                                                         
    AUDIT-RELATED FEES   $              684(2)   $         2,847,161(2)
    TAX FEES             $            6,515(3)   $           736,810(4)
    ALL OTHER FEES       $                0      $                 0   
TOTAL NON-AUDIT FEES     $            7,199      $         3,583,971   

TOTAL                    $           41,489      $         3,583,971   

2003                                                    

                                                                [Download Table]

                             REGISTRANT          COVERED ENTITIES(1)   
                                                                       
AUDIT FEES               $           33,460                      N/A   

NON-AUDIT FEES                                                         
      AUDIT-RELATED FEES $              656(2)   $         2,818,115(2)
      TAX FEES           $            8,797(3)   $           365,427(4)
      ALL OTHER FEES     $                0      $           501,166(5)
TOTAL NON-AUDIT FEES     $            9,453      $         3,684,708   

TOTAL                    $           42,913      $         3,684,708   

N/A- Not applicable, as not required by Item 4.                   

      (1)    Covered Entities include the Adviser (excluding sub-advisors) and
              any entity controlling, controlled by or under common control with
         the Adviser that provides ongoing services to the Registrant.

(2)    Audit-Related Fees represent assurance and related services
          provided that are reasonably related to the performance of the
          audit of the financial statements of the Covered Entities' and
             funds advised by the Adviser or its affiliates, specifically data
    verification and agreed-upon procedures related to asset
   securitizations and agreed-upon procedures engagements.

   (3)    Tax Fees represent tax compliance, tax planning and tax advice
              services provided in connection with the preparation and review of
the Registrant's tax returns.                       

   (4)    Tax Fees represent tax compliance, tax planning and tax advice
      services provided in connection with the review of Covered
Entities' tax returns.                              

    (5)    All other fees represent project management for future business
          applications and improving business and operational processes.

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(e)(1) The audit committee's pre-approval policies and procedures are as        
follows:                                                                        

 AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
 MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

 AS ADOPTED JULY 31, 2003(1)

1.     STATEMENT OF PRINCIPLES                                                  

     The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent  
Auditors to the Fund and Covered Entities in order to assure that services      
performed by the Independent Auditors do not impair the auditor's independence  
from the Fund.                                                                  

The SEC has issued rules specifying the types of services that an 
independent auditor may not provide to its audit client, as well as the audit   
committee's administration of the engagement of the independent auditor. The    
SEC's rules establish two different approaches to pre-approving services, which 
the SEC considers to be equally valid. Proposed services either: may be         
pre-approved without consideration of specific case-by-case services by the     
Audit Committee ("GENERAL PRE-APPROVAL"); or require the specific pre-approval  
of the Audit Committee or its delegate ("SPECIFIC PRE-APPROVAL"). The Audit     
Committee believes that the combination of these two approaches in this Policy  
will result in an effective and efficient procedure to pre-approve services     
performed by the Independent Auditors. As set forth in this Policy, unless a    
type of service has received general pre-approval, it will require specific     
pre-approval by the Audit Committee (or by any member of the Audit Committee to 
which pre-approval authority has been delegated) if it is to be provided by the 
Independent Auditors. Any proposed services exceeding pre-approved cost levels  
or budgeted amounts will also require specific pre-approval by the Audit        
Committee.                                                                      

      The appendices to this Policy describe the Audit, Audit-related, Tax and
All Other services that have the general pre-approval of the Audit Committee.   
The term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states 
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific     
pre-approval from the Audit Committee. The Audit Committee will add to or       
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.                                                   

----------                                                                      
(1)    This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
     Procedures (the "POLICY"), adopted as of the date above, supercedes and
       replaces all prior versions that may have been adopted from time to time.

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     The purpose of this Policy is to set forth the policy and procedures by
which the Audit Committee intends to fulfill its responsibilities. It does not  
delegate the Audit Committee's responsibilities to pre-approve services         
performed by the Independent Auditors to management.                            

    The Fund's Independent Auditors have reviewed this Policy and believes
that implementation of the Policy will not adversely affect the Independent     
Auditors' independence.                                                         

2.     DELEGATION                                                               

 As provided in the Act and the SEC's rules, the Audit Committee may
delegate either type of pre-approval authority to one or more of its members.   
The member to whom such authority is delegated must report, for informational   
purposes only, any pre-approval decisions to the Audit Committee at its next    
scheduled meeting.                                                              

3.     AUDIT SERVICES                                                           

    The annual Audit services engagement terms and fees are subject to the
specific pre-approval of the Audit Committee. Audit services include the annual 
financial statement audit and other procedures required to be performed by the  
Independent Auditors to be able to form an opinion on the Fund's financial      
statements. These other procedures include information systems and procedural   
reviews and testing performed in order to understand and place reliance on the  
systems of internal control, and consultations relating to the audit. The Audit 
Committee will approve, if necessary, any changes in terms, conditions and fees 
resulting from changes in audit scope, Fund structure or other items.           

       In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit    
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services     
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,      
etc.), periodic reports and other documents filed with the SEC or other         
documents issued in connection with securities offerings.                       

      The Audit Committee has pre-approved the Audit services in Appendix B.1.
All other Audit services not listed in Appendix B.1 must be specifically        
pre-approved by the Audit Committee (or by any member of the Audit Committee to 
which pre-approval has been delegated).                                         

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4.     AUDIT-RELATED SERVICES                                                   

Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Fund's      
financial statements and, to the extent they are Covered Services, the Covered  
Entities or that are traditionally performed by the Independent Auditors.       
Because the Audit Committee believes that the provision of Audit-related        
services does not impair the independence of the auditor and is consistent with 
the SEC's rules on auditor independence, the Audit Committee may grant general  
pre-approval to Audit-related services. Audit-related services include, among   
others, accounting consultations related to accounting, financial reporting or  
disclosure matters not classified as "Audit services"; assistance with          
understanding and implementing new accounting and financial reporting guidance  
from rulemaking authorities; agreed-upon or expanded audit procedures related to
accounting and/or billing records required to respond to or comply with         
financial, accounting or regulatory reporting matters; and assistance with      
internal control reporting requirements under Forms N-SAR and/or N-CSR.         

The Audit Committee has pre-approved the Audit-related services in
Appendix B.2. All other Audit-related services not listed in Appendix B.2 must  
be specifically pre-approved by the Audit Committee (or by any member of the    
Audit Committee to which pre-approval has been delegated).                      

5.     TAX SERVICES                                                             

    The Audit Committee believes that the Independent Auditors can provide
Tax services to the Fund and, to the extent they are Covered Services, the      
Covered Entities, such as tax compliance, tax planning and tax advice without   
impairing the auditor's independence, and the SEC has stated that the           
Independent Auditors may provide such services.                                 

       Pursuant to the preceding paragraph, the Audit Committee has pre-approved
the Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be      
specifically pre-approved by the Audit Committee (or by any member of the Audit 
Committee to which pre-approval has been delegated).                            

6.     ALL OTHER SERVICES                                                       

    The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other     
types of non-audit services are permitted. Accordingly, the Audit Committee     
believes it may grant general pre-approval to those permissible non-audit       
services classified as All Other services that it believes are routine and      
recurring services, would not impair the independence of the auditor and are    
consistent with the SEC's rules on auditor independence.                        

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     The Audit Committee has pre-approved the All Other services in Appendix
B.4. Permissible All Other services not listed in Appendix B.4 must be          
specifically pre-approved by the Audit Committee (or by any member of the Audit 
Committee to which pre-approval has been delegated).                            

7.     PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS                              

Pre-approval fee levels or budgeted amounts for all services to be
provided by the Independent Auditors will be established annually by the Audit  
Committee. Any proposed services exceeding these levels or amounts will require 
specific pre-approval by the Audit Committee. The Audit Committee is mindful of 
the overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services.                                       

8.     PROCEDURES                                                               

All requests or applications for services to be provided by the   
Independent Auditors that do not require specific approval by the Audit         
Committee will be submitted to the Fund's Chief Financial Officer and must      
include a detailed description of the services to be rendered. The Fund's Chief 
Financial Officer will determine whether such services are included within the  
list of services that have received the general pre-approval of the Audit       
Committee. The Audit Committee will be informed on a timely basis of any such   
services rendered by the Independent Auditors. Requests or applications to      
provide services that require specific approval by the Audit Committee will be  
submitted to the Audit Committee by both the Independent Auditors and the Fund's
Chief Financial Officer, and must include a joint statement as to whether, in   
their view, the request or application is consistent with the SEC's rules on    
auditor independence.                                                           

      The Audit Committee has designated the Fund's Chief Financial Officer to
monitor the performance of all services provided by the Independent Auditors and
to determine whether such services are in compliance with this Policy. The      
Fund's Chief Financial Officer will report to the Audit Committee on a periodic 
basis on the results of its monitoring. Both the Fund's Chief Financial Officer 
and management will immediately report to the chairman of the Audit Committee   
any breach of this Policy that comes to the attention of the Fund's Chief       
Financial Officer or any member of management.                                  

9.     ADDITIONAL REQUIREMENTS                                                  

  The Audit Committee has determined to take additional measures on an
annual basis to meet its responsibility to oversee the work of the Independent  
Auditors and to assure the auditor's independence from the Fund, such as        
reviewing a formal written statement from the Independent Auditors delineating  
all relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No.                                                

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1, and discussing with the Independent Auditors its methods and procedures for  
ensuring independence.                                                          

10.    COVERED ENTITIES                                                         

      Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment   
adviser(s) that provides ongoing services to the Fund(s). Beginning with        
non-audit service contracts entered into on or after May 6, 2003, the Fund's    
audit committee must pre-approve non-audit services provided not only to the    
Fund but also to the Covered Entities if the engagements relate directly to the 
operations and financial reporting of the Fund. This list of Covered Entities   
would include:                                                                  

MORGAN STANLEY RETAIL FUNDS                                       
Morgan Stanley Investment Advisors Inc.                           
Morgan Stanley & Co. Incorporated                                 
Morgan Stanley DW Inc.                                            
Morgan Stanley Investment Management                              
Morgan Stanley Investments LP                                     
Van Kampen Asset Management Inc.                                  
Morgan Stanley Services Company, Inc.                             
Morgan Stanley Distributors Inc.                                  
Morgan Stanley Trust FSB                                          

MORGAN STANLEY INSTITUTIONAL FUNDS                                
Morgan Stanley Investment Management Inc.                         
Morgan Stanley Investments LP                                     
Morgan Stanley & Co. Incorporated                                 
Morgan Stanley Distribution, Inc.                                 
Morgan Stanley AIP GP LP                                          
Morgan Stanley Alternative Investment Partners LP                 

(e)(2) Beginning with non-audit service contracts entered into on or after May  
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact 
on the operations or financial reporting of the Registrant. 100% of such        
services were pre-approved by the audit committee pursuant to the Audit         
Committee's pre-approval policies and procedures (attached hereto).             

(f)    Not applicable.                                                          

(g)    See table above.                                                         

(h)    The audit committee of the Board of Trustees has considered whether the  
provision of services other than audit services performed by the auditors to the
Registrant and                                                                  

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Covered Entities is compatible with maintaining the auditors' independence in   
performing audit services.                                                      

Item 5. Audit Committee of Listed Registrants.                                  

Applicable only for reports covering periods ending on or after the earlier of  
(i) the first annual shareholder meeting after January 15, 2004 or (ii) October 
31, 2004.                                                                       

Item 6. [Reserved.]                                                             

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End       
Management Investment Companies.                                                

Applicable only to annual reports filed by closed-end funds.                    

Item 8. [Reserved.]                                                             

Item 9 - Controls and Procedures                                                

(a) The Fund's principal executive officer and principal financial officer have 
concluded that the Fund's disclosure controls and procedures are sufficient to  
ensure that information required to be disclosed by the Fund in this Form N-CSR 
was recorded, processed, summarized and reported within the time periods        
specified in the Securities and Exchange Commission's rules and forms, based    
upon such officers' evaluation of these controls and procedures as of a date    
within 90 days of the filing date of the report.                                

There were no significant changes or corrective actions with regard to  
significant deficiencies or material weaknesses in the Fund's internal controls 
or in other factors that could significantly affect the Fund's internal controls
subsequent to the date of their evaluation.                                     

(b) There were no changes in the registrant's internal control over financial   
reporting that occurred during the registrant's most recent fiscal half-year    
(the registrant's second fiscal half-year in the case of an annual report) that 
has materially affected, or is reasonably likely to materially affect, the      
registrant's internal control over financial reporting.                         

N-CSR
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Item 10 Exhibits                                                                

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is 
attached hereto.                                                                

(b) A separate certification for each principal executive officer and principal 
financial officer of the registrant are attached hereto as part of EX-99.CERT.  

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report  
to be signed on its behalf by the undersigned, thereunto duly authorized.       

Morgan Stanley Latin American Growth Fund                                       

/s/ Ronald E. Robison                                                           
Ronald E. Robison                                                               
Principal Executive Officer                                                     
March 19, 2004                                                                  

     Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates      
indicated.                                                                      

/s/ Ronald E. Robison                                                           
Ronald E. Robison                                                               
Principal Executive Officer                                                     
March 19, 2004                                                                  

/s/ Francis Smith                                                               
Francis Smith                                                                   
Principal Financial Officer                                                     
March 19, 2004                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-CSR’ Filing		Date		First		Last			Other Filings
		1/31/11		19
		1/31/08		19
		1/31/07		19
		1/31/05		19					24F-2NT,  NSAR-B
		10/31/04		39
Filed on / Effective on:		4/1/04
		3/19/04		40
		3/18/04		25
For Period End:		1/31/04		1		31			24F-2NT,  NSAR-B
		1/15/04		39
		7/31/03		34					N-CSRS,  N-CSRS/A,  NSAR-A
		5/6/03		38
		1/31/03		5		19			24F-2NT,  N-30D,  NSAR-B
		1/31/02		5					24F-2NT,  N-30D,  N-30D/A,  NSAR-B
		1/31/01		5					24F-2NT,  N-30D,  NSAR-B
		1/1/01		6
		12/31/00		6
		1/31/00		5					24F-2NT,  N-30D,  NSAR-B
		1/31/99		5					24F-2NT,  N-30D,  NSAR-B
		1/31/98		5					N-30D,  NSAR-B
		7/28/97		14
		1/31/97		5					24F-2NT,  N-30D,  NSAR-B
		1/31/96		5					24F-2NT,  N-30D,  NSAR-B
		1/31/95		5
		1/31/94		5
		12/30/92		14
		2/25/92		14
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