Morgan Stanley Latin American Growth Fund – ‘PRE 14A’ for 9/28/04

On:  Friday, 6/18/04, at 3:36pm ET   ·   For:  9/28/04   ·   Accession #:  950136-4-1969   ·   File #:  811-06608

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement                           12     47K 

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

SCHEDULE 14A
(RULE 14A-101)

 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      
[X] Preliminary Proxy Statement          [ ] CONFIDENTIAL, FOR USE OF THE       
[ ] Definitive Proxy Statement               COMMISSION ONLY (AS PERMITTED BY   
[ ] Definitive Additional Materials          RULE 14A-6(E)(2))                  
[ ] Soliciting Material Pursuant                                                
to Section 240.14a-12                                                   

 MORGAN STANLEY LATIN AMERICAN GROWTH FUND
--------------------------------------------------------------------------------

 (Names of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              
[X]   No fee required.                                                          
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

 (1)   Title of each class of securities to which transaction applies:

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

(2)   Aggregate number of securities to which transaction applies:  

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

  (3)   Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
      the filing fee is calculated and state how it was determined):

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

(4)   Proposed maximum aggregate value of transaction:              

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

(5)   Total fee paid:                                               

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

[ ]   Fee paid previously with preliminary materials.                           

[ ]   Check box if any part of the fee is offset as provided by Exchange Act    
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by the registration   
 statement number, or the Form or Schedule and the date of its filing.

(1)   Amount Previously Paid:                                       

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

(2)   Form, Schedule or Registration Statement No.:                 

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

(3)   Filing Party:                                                 

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(4)   Date Filed:                                                   

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 MORGAN STANLEY LATIN AMERICAN GROWTH FUND

c/o Morgan Stanley Trust
 Harborside Financial Center, Plaza Two, Jersey City, NJ 07311
Toll Free (800) 869-NEWS

 -----------------------------------------------------------
 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 28, 2004
 -----------------------------------------------------------

 Notice is hereby given that a Special Meeting of Shareholders of MORGAN
STANLEY LATIN AMERICAN GROWTH FUND (the "Fund") will be held at 1221 Avenue of  
the Americas, 5th Floor, New York, NY 10020 in the North Conference Room, on    
Tuesday, September 28, 2004 (the "Meeting") at 9:00 a.m., Eastern Time, for the 
following purposes:                                                             

     1. To approve or disapprove a Plan of Liquidation and Dissolution
   pursuant to which the Fund's assets will be liquidated, known liabilities
    satisfied and remaining proceeds distributed to Shareholders (the "Plan");
and                                                                   

         2. To consider and act upon any other matters which may properly come
before the Meeting or any adjournments thereof.                       

 Shareholders of record of the Fund at the close of business on June 21,
2004 are entitled to notice of, and to vote at, the Meeting. If you cannot be   
present in person, your management would greatly appreciate your filling in,    
signing and returning the enclosed proxy promptly in the envelope provided for  
that purpose. You may also vote by telephone or via the Internet in the manner  
indicated in the enclosed proxy.                                                

 In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with  
respect to the Fund, the persons named as proxies may propose one or more       
adjournments of the Meeting to permit further solicitation of proxies. Any such 
adjournment will require the affirmative vote of the holders of a majority of   
the Fund's shares present in person or by proxy at the Meeting. The persons     
named as proxies will vote in favor of such adjournment those proxies they are  
entitled to vote in favor of the Plan and will vote against any such adjournment
those proxies to be voted against the Plan.                                     

                                By order of the Board of Trustees,

                                  MARY E. MULLIN
                                   Secretary
July 7, 2004                                                                    

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

 IMPORTANT

YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO    
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY OR BY VOTING BY        
TELEPHONE OR VIA THE INTERNET IN THE MANNER INDICATED IN THE ENCLOSED PROXY. IF 
YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE     
ENCLOSED PROXY, OR VOTE BY TELEPHONE OR VIA INTERNET IN THE MANNER INDICATED IN 
THE ENCLOSED PROXY, IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED      
STATES.                                                                         

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

THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR        
APPROVAL OF THE PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE FUND'S
ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS   
DISTRIBUTED TO SHAREHOLDERS.                                                    

 YOUR VOTE IS IMPORTANT.

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 MORGAN STANLEY LATIN AMERICAN GROWTH FUND
C/O MORGAN STANLEY TRUST
 HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NJ 07311
TOLL FREE (800) 869-NEWS

----------------------------
 PROXY STATEMENT
 SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 28, 2004
----------------------------

  This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Trustees") of Morgan Stanley Latin       
American Growth Fund (the "Fund") for use at the Special Meeting of Shareholders
of the Fund to be held on September 28, 2004, and at any adjournments thereof   
(the "Meeting") for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders (the "Notice of Special Meeting"). The first mailing of 
this Proxy Statement is expected to be made on or about July 7, 2004.           

    If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares         
represented by the proxy in accordance with the instructions marked thereon.    
Unmarked proxies will be voted in favor of the Plan. A proxy may be revoked at  
any time prior to its exercise by any of the following: written notice of       
revocation to the Secretary of the Fund, execution and delivery of a later dated
proxy to the Secretary of the Fund (if returned and received in time to be      
voted), or attendance and voting at the Meeting. Attendance at the Meeting will 
not in and of itself revoke a proxy.                                            

The holders of shares ("Shareholders") of the Fund as of the close of 
business on June 21, 2004, the record date for the determination of Shareholders
entitled to notice of and to vote at the Meeting (the "Record Date"), are       
entitled to one vote for each share held and a fractional vote for a fractional 
share. As of June 21, 2004, the Record Date, the Fund had _______ shares        
outstanding.                                                                    

  The table below sets forth the owners of 5% or more of the shares of the
Fund on the Record Date. The percentage ownership of shares of the Fund changes 
from time to time depending on purchases and redemptions by Shareholders and the
total number of shares outstanding.                                             

                                                           PERCENTAGE OF
                 SHAREHOLDER           NUMBER OF SHARES     OUTSTANDING SHARES
                 -----------           ----------------     ------------------
[TO BE PROVIDED]                                                                
CLASS A                                                                         

CLASS B                                                                         

CLASS C                                                                         

CLASS D                                                                         

PROXIES                                                                         

  All costs of the Meeting, including, but not limited to, the preparation
and mailing of proxy materials and the solicitation of proxies, will be borne by
Morgan Stanley Investment Advisors Inc., the Fund's investment manager (the     
"Investment Manager"). The solicitation of proxies will be by mail, which may be
supplemented by solicitation by telephone or otherwise through Trustees and     
officers of the Fund and officers and regular employees of certain affiliates of
the Fund, including Morgan Stanley Services Company Inc., Morgan Stanley DW Inc.
and Morgan Stanley Trust, without special compensation.                         

    In certain instances Morgan Stanley Trust, Alamo and/or D.F. King may call
Shareholders to ask if they would be willing to have their votes recorded by    
telephone. The telephone voting procedure is designed to authenticate           
Shareholders' identities, to allow Shareholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their          
instructions have been recorded properly. No recommendation will be made as     

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to how a Shareholder should vote on any proposal other than to refer to the     
recommendations of the Board. The Fund has been advised by counsel that these   
procedures are consistent with the requirements of applicable law. Shareholders 
voting by telephone in this manner will be asked for their social security      
number or other identifying information and will be given an opportunity to     
authorize proxies to vote their shares in accordance with their instructions. To
ensure that the Shareholders' instructions have been recorded correctly they    
will receive a confirmation of their instructions in the mail. A special        
toll-free number set forth in the confirmation will be available in case the    
information contained in the confirmation is incorrect. Although a Shareholder's
vote may be taken by telephone, each Shareholder will receive a copy of this    
Proxy Statement and may vote by mail using the enclosed proxy card or by        
touchtone telephone or the Internet as indicated in the enclosed proxy. The last
proxy vote received in time to be voted, whether by proxy card, touchtone       
telephone or Internet, will be the last vote that is counted and will revoke all
previous votes by the Shareholder. With respect to recorded telephone calls by  
Alamo reminding Shareholders to vote, expenses would be approximately $1.00 per 
outbound telephone contact. With respect to the solicitation of a telephonic    
vote by Alamo or D.F. King, approximate additional expenses would range between 
$3.75 and $6.00 per telephone vote transacted, $2.75 and $3.25 per outbound or  
inbound telephone contact and costs relating to obtaining Shareholders'         
telephone numbers and providing additional materials upon Shareholder request,  
which would be borne by the Investment Manager.                                 

(1) APPROVAL OR DISAPPROVAL OF A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO
WHICH THE FUND'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND     
REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS.                                 

BACKGROUND                                                                      

The Fund commenced operations on December 30, 1992 and since that date
through December 31, 2003, the Fund's net assets have grown to only $50.2       
million. The anticipated growth of the Fund's assets through increased sales of 
shares has not been achieved.                                                   

The Investment Manager believes it is unlikely that the Fund will     
experience material growth in assets in the foreseeable future. Because of the  
inefficiencies, higher costs and disadvantageous economies of scale attendant   
with the Fund's small asset base, the Investment Manager has concluded that it  
would be in the best interests of the Fund and its Shareholders to liquidate the
Fund and has recommended that this course of action be considered by the        
Trustees.                                                                       

     At a meeting on April 22, 2004, the Trustees considered whether it would be
appropriate and in the best interests of the Fund and its Shareholders to       
liquidate the Fund and, after careful consideration of the matter, the Trustees 
approved the liquidation and termination of the Fund pursuant to the terms of a 
Plan of Liquidation and Dissolution (the "Plan"), a copy of which is attached as
Exhibit A. The Trustees also directed that the Plan be submitted to the Fund's  
Shareholders for approval. In evaluating the Plan, the Trustees considered a    
number of factors, including the amount of the Fund's total assets, the Fund's  
expense ratio and the likelihood that additional sales of the Fund's shares     
could increase the assets to a more viable level. The Trustees also considered  
the likelihood of finding a suitable candidate for a merger with the Fund. Based
on consideration of the foregoing and all other factors deemed relevant by it,  
the Trustees determined that approval of the Plan was in the best interests of  
the Fund and its Shareholders.                                                  

    If Shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the   
investment objective and policies of the Fund as currently in effect. However,  
in such case, the Trustees would determine what alternative action, if any,     
should be taken.                                                                

Effective April 30, 2004, the Fund ceased offering its shares.        

DESCRIPTION OF THE PLAN                                                         

    The Plan will become effective on the date of its approval by Shareholders
(the "Effective Date"). Following Shareholder approval, the Fund will, as soon  
as reasonable and practicable after the Effective Date, complete the sale of the
portfolio securities it holds in order to convert its assets to cash and will   
not engage in any business activity except for the purpose of winding up its    
business and affairs, preserving the value of its assets and distributing assets
to Shareholders after the payment to (or reservation of assets for payment to)  
all creditors of the Fund. After the distribution of assets to Shareholders, the
Fund will be dissolved in accordance with the Plan and Massachusetts law. The   
Plan provides that the Trustees may authorize such variations from, or          
amendments to, the                                                              

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provisions of the Plan as may be necessary or appropriate to effect the         
dissolution, complete liquidation and termination of the existence of the Fund  
in accordance with the purposes intended to be accomplished by the Plan.        

     As soon as practicable after the Effective Date, and in any event within 60
days thereafter, the Fund will mail to each Shareholder of record who has not   
redeemed its shares a liquidating distribution equal to the Shareholder's       
proportionate interest in the remaining assets of the Fund and information      
concerning the sources of the liquidating distribution.                         

  Except as may be otherwise agreed to between the Fund and the Investment
Manager, all expenses incurred by or allocable to the Fund in carrying out the  
Plan and dissolving the Fund shall be borne by the Investment Manager.          

  If a Shareholder of the Fund's Class B shares or Class C shares would be
subject to a contingent deferred sales charge (a "CDSC") upon the sale of such  
shares, the Fund will waive any such CDSC in connection with the liquidation of 
the Fund pursuant to the Plan. The adoption of the Plan will not affect the     
right of Shareholders to redeem shares of the Fund before the Fund's liquidation
at its then current net asset value per share; however, any applicable CDSC     
would not be waived in such a case.                                             

  All officers of the Fund, as well as all entities serving the Fund, will
continue in their present positions and capacities until such time as the Fund  
is liquidated and dissolved.                                                    

 The Plan provides for the termination of the Fund under the laws of The
Commonwealth of Massachusetts. The Fund intends to ?le an appropriate notice of 
termination with the Office of the Secretary of State of Massachusetts. Such    
notice will state that the Board of Trustees approved the termination of the    
Fund pursuant to the Plan and will specify the exact date of termination.       
Massachusetts law does not provide rights of appraisal or similar rights of     
dissent to Shareholders with respect to the proposed liquidation and            
termination. The Fund will also file a Form N-8F with the Securities and        
Exchange Commission to deregister as an investment company.                     

GENERAL INCOME TAX CONSEQUENCES                                                 

The following is only a general summary of the U.S. federal income tax
consequences of the Plan and is limited in scope. This summary is based on the  
federal tax laws and regulations in effect on the date of this Proxy Statement, 
all of which are subject to change by legislative or administrative action,     
possibly with retroactive effect. While this summary discusses the effect of    
certain federal income tax provisions on the Fund resulting from its liquidation
and dissolution, the Fund has not sought a ruling from the Internal Revenue     
Service (the "IRS") with respect to the liquidation and dissolution of the Fund.
The statements below are, therefore, not binding upon the IRS, and there can be 
no assurance that the IRS will concur with this summary or that the tax         
consequences to any Shareholder upon receipt of a liquidating distribution will 
be as set forth below.                                                          

While this summary addresses some of the U.S. federal income tax      
consequences of the Plan, neither state nor local tax consequences of the Plan  
are discussed. Implementing the Plan may impose unanticipated tax consequences  
on Shareholders and affect Shareholders differently, depending on their         
particular tax situations independent of the Plan. SHAREHOLDERS SHOULD CONSULT  
WITH THEIR OWN TAX ADVISERS REGARDING THE APPLICATION OF CURRENT U.S. FEDERAL   
INCOME TAX LAWS TO THEIR PARTICULAR SITUATION AND WITH RESPECT TO STATE, LOCAL  
AND OTHER TAX CONSEQUENCES OF THE PLAN.                                         

    Prior to or on the last day of the Fund's final taxable year, the Trustees
may authorize a capital gain dividend that would be distributed in addition to  
the final liquidation distribution. (The Fund had accumulated net realized      
losses as of April 30, 2004 and does not currently expect to realize significant
net gains on the sale of assets in connection with the liquidation. Therefore,  
it is currently expected that Shareholders will not receive a capital gain      
dividend.) Within 60 days after the close of the Fund's final taxable year, the 
Fund will notify Shareholders as to the amount of any capital gain dividend , as
well as the final liquidation distribution.                                     

The Fund expects to retain its qualification as a regulated investment
company ("RIC") under the Internal Revenue Code of 1986, as amended (the        
"Code"), during the liquidation period and, therefore, expects to not be taxed  
on any of its net capital gains realized from the sale of its assets or ordinary
income earned that it timely distributes to Shareholders. In the unlikely event 
that the Fund should lose its status as a RIC during the liquidation process,   
the Fund would be subject to taxes which would reduce any or all of the types of
liquidating distributions, and result in the inability of the Fund to pass      
through credits against foreign taxes paid.                                     

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     The Fund anticipates that it will generally report the amount received upon
liquidation (i.e., the final liquidation distribution) for federal income tax   
purposes as full payment in exchange for the Shareholder's shares. Assuming the 
final liquidation distribution constitutes such a payment for federal income tax
purposes, it will be treated as a taxable sale and will have the following      
consequences: A Shareholder who is a U.S. citizen or resident or otherwise      
subject to U.S. income taxes will be taxed only to the extent the amount of the 
balance of the distribution exceeds his or her adjusted tax basis in such       
shares; if the amount received is less than his or her adjusted tax basis, the  
Shareholder will realize a loss. The Shareholder's gain or loss will generally  
be a capital gain or capital loss if such shares are held as capital assets. If 
such shares, which are held as capital assets, are held for more than one year, 
then any gain or loss will generally constitute a long-term capital gain or     
long-term capital loss, as the case may be. If the Shareholder held the shares  
for not more than one year, any gain or loss will be a short-term capital gain  
or loss and will be taxed at ordinary income tax rates. The ability to deduct   
capital losses may be limited.                                                  

  Corporate Shareholders should note that there is no preferential federal
income tax rate applicable to capital gains for corporations under the Code.    
Accordingly, all income recognized by a corporate Shareholder pursuant to the   
liquidation of the Fund, regardless of its character as capital gains or        
ordinary income, will be subject to tax at the same federal income tax rate.    

     Under certain provisions of the Code, some Shareholders may be subject to a
backup withholding tax ("backup withholding") on the liquidation distribution   
(including any capital gain dividend or the distribution treated as payment for 
shares, as described above). Generally, Shareholders subject to backup          
withholding will be those for whom no taxpayer identification number is on file 
with the Fund, those who, to the Fund's knowledge, have furnished an incorrect  
number, and those with respect to whom the Fund has been notified by the IRS as 
having under-reported their federal tax liability. An individual's taxpayer     
identification number is his or her social security number. Certain Shareholders
specified in the Code may be exempt from backup withholding. The backup         
withholding tax is not an additional tax and may be credited against a          
taxpayer's federal income tax liability.                                        

THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS OF THE FUND APPROVE THE
PLAN OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.                      

 REQUIRED VOTE

   Approval of the Plan is to be determined by the vote of a majority of the
outstanding shares of the Fund as defined under the Investment Company Act of   
1940, as amended, which means an affirmative vote of the lesser of (1) a        
majority of the outstanding shares of the Fund, or (2) 67% or more of the shares
of the Fund represented at the Meeting if more than 50% of the outstanding      
shares of the Fund are present or represented by proxy. For this purpose,       
abstentions and broker non-votes (that is, proxies from brokers or nominees     
indicating that such persons have not received instructions from the beneficial 
owner or other persons entitled to vote shares on a particular proposal with    
respect to which the brokers or nominees do not have discretionary power) will  
be counted in determining whether a quorum is present at the Meeting, but will  
not be counted as votes cast at the Meeting.                                    

 SHAREHOLDER PROPOSALS

The Fund does not hold regular Shareholders' meetings. Proposals of   
Shareholders of the Fund intended to be presented at the next meeting of        
Shareholders must be received a reasonable time prior to the mailing of the     
proxy materials sent in connection with the meeting, for inclusion in the proxy 
statement for that meeting.                                                     

 REPORTS TO SHAREHOLDERS

  The Fund's most recent Annual Report for its most recent fiscal year has
been sent previously to Shareholders and is available without charge upon       
request by calling (800) 869-NEWS.                                              

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OTHER BUSINESS

     The management of the Fund knows of no other matters which may be presented
at the Meeting. However, if any matters not now known properly come before the  
Meeting, it is the intention of the persons named in the enclosed form of proxy 
to vote all shares that they are entitled to vote on any such matter, utilizing 
such proxy in accordance with their best judgment on such matters.              

                                    By order of the Board of Trustees,

                                      MARY E. MULLIN
                                       Secretary

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                                                                       EXHIBIT A

 PLAN OF LIQUIDATION AND DISSOLUTION

  The following Plan of Liquidation and Dissolution (the "Plan") of Morgan
Stanley Latin American Growth Fund (the "Fund"), a trust organized and existing 
under the laws of The Commonwealth of Massachusetts, which has operated as an   
open-end diversified management investment company registered under the         
Investment Company Act of 1940, as amended (the "Investment Company Act"), is   
intended to accomplish the complete liquidation and dissolution of the Fund in  
conformity with the provisions of the Fund's Declaration of Trust dated February
25, 1992, as amended (the "Declaration"), and under Massachusetts law.          

   WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Fund and its Shareholders to         
liquidate and to dissolve the Fund, and the Board, on April 22, 2004, considered
the matter and determined to recommend the termination of the Fund pursuant to  
this Plan;                                                                      

NOW, THEREFORE, the liquidation and dissolution of the Fund shall be  
carried out in the manner hereinafter set forth:                                

   1.   Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of  
         Shareholders of the Fund ("Meeting") called for the purpose of voting
          upon the Plan. Approval of the Plan is to be determined by the vote of
         a majority of the outstanding shares of the Fund as defined under the
         Investment Company Act, which means an affirmative vote of the lesser
          of (1) a majority of the outstanding shares of the Fund, or (2) 67% or
          more of the shares of the Fund represented at the Meeting if more than
        50% of the outstanding shares of the Fund are present or represented
   by proxy. The date of such adoption and approval of the Plan by
Shareholders is hereinafter called the "Effective Date."    

2.   Dissolution. As promptly as practicable after the Effective Date,
  consistent with the provisions of this Plan, the Fund shall be
 liquidated and dissolved pursuant to applicable provisions of
Massachusetts law.                                          

  3.   Cessation of Business. After the Effective Date, the Fund shall not
          engage in any business activities except for the purpose of winding up
    its business and affairs, preserving the value of its assets and
  distributing its assets to Shareholders in accordance with the
          provisions of this Plan after the payment to (or reservation of assets
     for payment to) all creditors of the Fund; provided that the Fund
     shall, prior to the making of the final liquidating distribution,
       continue to honor requests for the redemption of shares and may, as
        determined to be appropriate by the Board, make payment of dividends
       and other distributions to Shareholders and permit the reinvestment
thereof in additional shares.                               

 4.   Liquidation of Assets. The Fund shall cause the liquidation of its
          assets to cash form as is practicable consistent with the terms of the
Plan.                                                       

     5.   Payment of Debts. As soon as practicable after the Effective Date, the
       Fund shall determine and pay (or reserve sufficient amounts to pay)
          the amount of all known or reasonably ascertainable liabilities of the
     Fund incurred or expected to be incurred prior to the date of the
liquidating distribution provided in Section 6 below.       

   6.   Liquidating Distribution. As soon as practicable after the Effective
        Date, the Fund will mail the following to each Shareholder of record
         who has not redeemed its shares: (i) a liquidating distribution equal
          to the Shareholder's proportionate interest in the remaining assets of
          the Fund (after the payments and creation of the reserves contemplated
       by Section 5 above), and (ii) information concerning the sources of
the liquidating distribution.                               

  7.   Expenses of Liquidation and Dissolution. Except as may be otherwise
         agreed to between the Fund and its investment manager, Morgan Stanley
          Investment Advisors Inc., all expenses incurred by or allocable to the
         Fund in carrying out this Plan and dissolving the Fund shall be borne
by Morgan Stanley Investment Advisors Inc.                  

    8.   Power of the Board of Trustees. The Board and, subject to the general
          direction of the Board, the officers of the Fund, shall have authority
          to do or authorize any and all acts and things as provided for in this
          Plan and any and all such further acts and things as they may consider
  necessary or desirable to carry out the purposes of this Plan,
including without limitation, the execution and ?ling of all
         certificates, documents, information returns, tax returns, forms, and
other papers which may be necessary or appropriate to       

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         implement this Plan or which may be required by the provisions of the
       Investment Company Act, the Securities Act of 1933, as amended, and
applicable Massachusetts law.                               

    The death, resignation or other disability of any Trustee or any
          officer of the Fund shall not impair the authority of the surviving or
         remaining Trustees or officers to exercise any of the powers provided
for in this Plan.                                           

     9.   Amendment of the Plan. The Board shall have the authority to authorize
     such variations from or amendments to the provisions of this Plan
    (other than the terms of the liquidating distribution) as may be
necessary or appropriate to effect the dissolution, complete
 liquidation and termination of existence of the Fund, and the
          distribution of assets to Shareholders in accordance with the purposes
intended to be accomplished by this Plan.                   

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 EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!           

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

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

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

  IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

       3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS.

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

PLEASE DETACH AT PERFORATION BEFORE MAILING.                                    

PROXY               MORGAN STANLEY LATIN AMERICAN GROWTH FUND             PROXY 
 SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 2004

This Proxy Card is solicited by the Board of Trustees of the above-referenced   
fund (the "Fund").                                                              

The undersigned shareholder hereby appoints Stefanie V. Chang Yu, Joseph J.     
McAlinden and Barry Fink, and each of them, as proxies for the undersigned, with
full power of substitution and resubstitution, and hereby instructs said        
proxies, and each of them, to cast the votes attributable to the undersigned's  
interest with respect to the Fund as directed on the reverse side at the Special
Meeting of Shareholders of the Morgan Stanley Latin American Growth Fund on     
September 28, 2004 at 9:00 a.m., Eastern time or any adjournment thereof. The   
undersigned, by completing this form, does hereby authorize the Fund to exercise
its discretion in voting upon such other business as may properly come before   
the Meeting.                                                                    

THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED BY THE FUND IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE VOTES          
ATTRIBUTABLE TO THIS PROXY CARD WILL BE VOTED FOR THE PROPOSAL LISTED ON THE    
REVERSE SIDE.                                                                   

                          VOTE VIA THE INTERNET:
                                 HTTPS://VOTE.PROXY-DIRECT.COM
                                          VOTE VIA THE TELEPHONE: 1-866-241-6192
                                          --------------------------------------
                     999 99999 999 999
                                          --------------------------------------

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

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

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

                    ------------------------------------------------------------
Date                                    

 (Please see reverse side)

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 EVERY SHAREHOLDER'S VOTE IS IMPORTANT

 PLEASE SIGN, DATE AND RETURN YOUR
 PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE:              [X]                          

 THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
 FOLLOWING PROPOSAL.

1. Approval of a Plan of Liquidation and Dissolution pursuant to which the      
Fund's assets will be liquidated, known liabilities satisfied and remaining     
proceeds distributed to Shareholders.                                           

 FOR            AGAINST              ABSTAIN

[ ]              [ ]                   [ ]

SIGN THE PROXY CARD ON THE REVERSE SIDE AND RETURN AS SOON AS POSSIBLE
 IN THE ENCLOSED ENVELOPE.

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
For Period End:		9/28/04		2		10			DEF 14A,  NSAR-A
		7/7/04		2		3			DEF 14A
		6/21/04		2		3
Filed on:		6/18/04
		4/30/04		4		5
		4/22/04		4		8
		12/31/03		4
		12/30/92		4
		2/25/92		8
									List all Filings