Morgan
Stanley Dividend Growth Securities Inc.
522 Fifth Avenue
New York,
NY 10036
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Larry L. Greene, Senior Counsel, Division of Investment Management
Dear Mr. Greene:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
“Act”), the Fund hereby
submits this application for withdrawal of the above referenced filing, as filed with the
Securities and Exchange Commission (the
“Commission”) on
April 28, 2010 (the
“Amendment”). The
Amendment was filed pursuant to Rule 485(a) under the Act and was scheduled to become automatically
effective on
June 30, 2010. No securities have been sold in connection with this Amendment.
This Amendment was filed pursuant to Rule 485(a) under the Act to incorporate changes to the
Prospectus and Statement of Additional Information of the Fund in compliance with changes to Form
N-1A and to make usual and customary
“annual update” changes. As of
June 1, 2010, substantially
all of the assets of the Fund were combined with those of a newly organized mutual fund advised by
an affiliate of Invesco Ltd. (the
“New Fund”). A registration statement relating to the New Fund
was filed with the Commission on
June 1, 2010. Therefore, the Fund respectfully requests that this
application to withdraw the Amendment be approved by the Commission as soon as possible.
If you have any questions, please do not hesitate to contact me at (
212) 296-6984.
Sincerely,
cc: Richard Pfordte
Frank Donaty
