For the year ended September 30, 2003, the Fund incurred brokerage commissions of $28,415 with Morgan Stanley & Co., Inc. an affiliate of the Investment Manager, Sub-Advisor and Distributor, for portfolio transactions executed on behalf of the Fund.
At September 30, 2003, Morgan Stanley Fund of Funds—Domestic Portfolio, an affiliate of the Investment Manager, Sub-Advisor and Distributor, held 228,639 Class D shares of beneficial interest of the Fund.
Morgan Stanley Trust, an affiliate of the Investment Manager, Sub-Advisor and Distributor, is the Fund's transfer agent. At September 30, 2003, the Fund had transfer agent fees and expenses payable of approximately $5,300.
Morgan Stanley Value Fund
Notes to Financial Statements
September 30, 2003 continued
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.
As of September 30, 2003, the tax-basis components of accumulated losses were as follows:
| | | | | | |
| Undistributed ordinary income | | $ | 501,994 | |
| Undistributed long-term gains | | | — | |
| Net accumulated earnings | | | 501,994 | |
| Capital loss carryforward* | | | (97,181,120 | ) |
| Post-October losses | | | (33,543,452 | ) |
| Net unrealized appreciation | | | 27,444,189 | |
| Total accumulated losses | | $ | (102,778,389 | ) |
|
* As of September 30, 2003, the Fund had a net capital loss carryforward of $97,181,120 of which $423,788 will expire on September 30, 2008, $1,571,663 will expire on September 30, 2009, $5,788,690 will expire on September 30, 2010, and $89,396,979 will expire on September 30, 2011 to offset future capital gains to the extent provided by regulations.
As of September 30, 2003, the Fund had temporary book/tax differences attributable to post-October losses (capital 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) and capital loss deferrals on wash sales.
16
Morgan Stanley Value Fund
Financial Highlights
Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:
| | | | | | | | | | | | | | | | | | | | | | |
| | |
FOR THE YEAR ENDED SEPTEMBER 30, | | FOR THE PERIOD
NOVEMBER 25, 1998*
THROUGH
SEPTEMBER 30, 1999 |
| | | 2003 | | 2002 | | 2001 | | 2000 |
| Class A Shares |
| Selected Per Share Data: |
| Net asset value, beginning of period | | $ | 7.86 | | | $ | 10.74 | | | $ | 10.33 | | | $ | 9.30 | | | $ | 10.00 | |
| Income (loss) from investment operations: |
| Net investment income‡ | | | 0.07 | | | | 0.04 | | | | 0.06 | | | | 0.05 | | | | 0.05 | |
| Net realized and unrealized gain (loss) | | | 2.17 | | | | (2.92 | ) | | | 0.35 | | | | 0.98 | | | | (0.74 | ) |
| Total income (loss) from investment operations | | | 2.24 | | | | (2.88 | ) | | | 0.41 | | | | 1.03 | | | | (0.69 | ) |
| Less dividends in excess of net investment income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) |
| Net asset value, end of period | | $ | 10.10 | | | $ | 7.86 | | | $ | 10.74 | | | $ | 10.33 | | | $ | 9.30 | |
| Total Return† | | | 28.50 | % | | | (26.82 | )% | | | 3.97 | % | | | 11.08 | % | | | (6.88) | % (1) |
| Ratios to Average Net Assets(3): |
| Expenses | | | 1.53 | % | | | 1.42 | % | | | 1.45 | % | | | 1.58 | % | | | 1.59 | %(2) |
| Net investment income | | | 0.78 | % | | | 0.36 | % | | | 0.50 | % | | | 0.51 | % | | | 0.54 | %(2) |
| Supplemental Data: |
| Net assets, end of period, in thousands | | | $12,972 | | | | $11,396 | | | | $26,350 | | | | $7,335 | | | | $5,779 | |
| Portfolio turnover rate | | | 61 | % | | | 56 | % | | | 45 | % | | | 158 | % | | | 52 | %(1) |
|
| * | Commencement of operations. |
| ‡ | 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) | Not annualized. |
| (2) | Annualized. |
| (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
17
Morgan Stanley Value Fund
Financial Highlights continued
| | | | | | | | | | | | | | | | | | | | | | |
| | |
FOR THE YEAR ENDED SEPTEMBER 30, | | FOR THE PERIOD
NOVEMBER 25, 1998*
THROUGH
SEPTEMBER 30, 1999 |
| | | 2003 | | 2002 | | 2001 | | 2000 |
| Class B Shares |
| Selected Per Share Data: |
| Net asset value, beginning of period | | $ | 7.64 | | | $ | 10.52 | | | $ | 10.20 | | | $ | 9.25 | | | $ | 10.00 | |
| Income (loss) from investment operations: |
| Net investment income (loss)‡ | | | 0.00 | | | | (0.04 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.02 | ) |
| Net realized and unrealized gain (loss) | | | 2.10 | | | | (2.84 | ) | | | 0.35 | | | | 0.97 | | | | (0.72 | ) |
| Total income (loss) from investment operations | | | 2.10 | | | | (2.88 | ) | | | 0.32 | | | | 0.95 | | | | (0.74 | ) |
| Less dividends in excess of net investment income. | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) |
| Net asset value, end of period | | $ | 9.74 | | | $ | 7.64 | | | $ | 10.52 | | | $ | 10.20 | | | $ | 9.25 | |
| Total Return† | | | 27.49 | % | | | (27.38 | )% | | | 3.14 | % | | | 10.27 | % | | | (7.45) | % (1) |
| Ratios to Average Net Assets(3): |
| Expenses | | | 2.28 | % | | | 2.18 | % | | | 2.21 | % | | | 2.34 | % | | | 2.34 | %(2) |
| Net investment income (loss) | | | 0.03 | % | | | (0.40 | )% | | | (0.26 | )% | | | (0.25 | )% | | | (0.21) | % (2) |
| Supplemental Data: |
| Net assets, end of period, in thousands | | | $304,486 | | | | $321,210 | | | | $470,659 | | | | $115,873 | | | | $122,040 | |
| Portfolio turnover rate | | | 61 | % | | | 56 | % | | | 45 | % | | | 158 | % | | | 52 | %(1) |
|
| * | Commencement of operations. |
| ‡ | 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) | Not annualized. |
| (2) | Annualized. |
| (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
18
Morgan Stanley Value Fund
Financial Highlights continued
| | | | | | | | | | | | | | | | | | | | | | |
| | |
FOR THE YEAR ENDED SEPTEMBER 30, | | FOR THE PERIOD
NOVEMBER 25, 1998*
THROUGH
SEPTEMBER 30, 1999 |
| | | 2003 | | 2002 | | 2001 | | 2000 |
| Class C Shares |
| Selected Per Share Data: |
| Net asset value, beginning of period | | $ | 7.64 | | | $ | 10.52 | | | $ | 10.20 | | | $ | 9.26 | | | $ | 10.00 | |
| Income (loss) from investment operations: |
| Net investment income (loss)‡ | | | 0.01 | | | | (0.04 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.01 | ) |
| Net realized and unrealized gain (loss) | | | 2.10 | | | | (2.84 | ) | | | 0.35 | | | | 0.96 | | | | (0.72 | ) |
| Total income (loss) from investment operations | | | 2.11 | | | | (2.88 | ) | | | 0.32 | | | | 0.94 | | | | (0.73 | ) |
| Less dividends in excess of net investment income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) |
| Net asset value, end of period | | $ | 9.75 | | | $ | 7.64 | | | $ | 10.52 | | | $ | 10.20 | | | $ | 9.26 | |
| Total Return† | | | 27.62 | % | | | (27.38 | )% | | | 3.14 | % | | | 10.15 | % | | | (7.35) | % (1) |
| Ratios to Average Net Assets(3): |
| Expenses | | | 2.21 | % | | | 2.18 | % | | | 2.21 | % | | | 2.34 | % | | | 2.21 | %(2) |
| Net investment income (loss) | | | 0.10 | % | | | (0.40 | )% | | | (0.26 | )% | | | (0.25 | )% | | | (0.08) | % (2) |
| Supplemental Data: |
| Net assets, end of period, in thousands | | | $22,068 | | | | $21,688 | | | | $28,097 | | | | $6,349 | | | | $6,263 | |
| Portfolio turnover rate | | | 61 | % | | | 56 | % | | | 45 | % | | | 158 | % | | | 52 | %(1) |
|
| * | Commencement of operations. |
| ‡ | 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) | Not annualized. |
| (2) | Annualized. |
| (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
19
Morgan Stanley Value Fund
Financial Highlights continued
| | | | | | | | | | | | | | | | | | | | | | |
| | |
FOR THE YEAR ENDED SEPTEMBER 30, | | FOR THE PERIOD
NOVEMBER 25, 1998*
THROUGH
SEPTEMBER 30, 1999 |
| | | 2003 | | 2002 | | 2001 | | 2000 |
| Class D Shares |
| Selected Per Share Data: |
| Net asset value, beginning of period | | $ | 7.94 | | | $ | 10.83 | | | $ | 10.39 | | | $ | 9.32 | | | $ | 10.00 | |
| Income (loss) from investment operations: |
| Net investment income‡ | | | 0.09 | | | | 0.06 | | | | 0.09 | | | | 0.07 | | | | 0.06 | |
| Net realized and unrealized gain (loss) | | | 2.20 | | | | (2.95 | ) | | | 0.35 | | | | 1.00 | | | | (0.72 | ) |
| Total income (loss) from investment operations | | | 2.29 | | | | (2.89 | ) | | | 0.44 | | | | 1.07 | | | | (0.66 | ) |
| Less dividends in excess of net investment income | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) |
| Net asset value, end of period | | $ | 10.23 | | | $ | 7.94 | | | $ | 10.83 | | | $ | 10.39 | | | $ | 9.32 | |
| Total Return† | | | 28.84 | % | | | (26.69 | )% | | | 4.23 | % | | | 11.48 | % | | | (6.65) | % (1) |
| Ratios to Average Net Assets(3): |
| Expenses | | | 1.28 | % | | | 1.18 | % | | | 1.21 | % | | | 1.34 | % | | | 1.34 | %(2) |
| Net investment income | | | 1.03 | % | | | 0.60 | % | | | 0.74 | % | | | 0.75 | % | | | 0.79 | %(2) |
| Supplemental Data: |
| Net assets, end of period, in thousands | | | $45,204 | | | | $25,424 | | | | $13,944 | | | | $4,156 | | | | $66 | |
| Portfolio turnover rate | | | 61 | % | | | 56 | % | | | 45 | % | | | 158 | % | | | 52 | %(1) |
|
| * | Commencement of operations. |
| ‡ | 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) | Not annualized. |
| (2) | Annualized. |
| (3) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
20
Morgan Stanley Value Fund
Independent Auditors' Report
To the Shareholders and Board of Trustees of
Morgan Stanley Value Fund:
We have audited the accompanying statement of assets and liabilities of Morgan Stanley Value Fund (the "Fund"), including the portfolio of investments, as of September 30, 2003, 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 periods presented. 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 September 30, 2003, by correspondence with the custodian and brokers. 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 Value Fund as of September 30, 2003, 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 periods presented, in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
New York, New York
November 19, 2003
21
Morgan Stanley Value Fund
Trustee and Officer Information
Independent Trustees:
| | | | | | | | | | | | | | | | | | | | | | |
Name, Age and Address of
Independent Trustee | | Position(s) Held with Registrant | | Term of
Office and
Length of
Time
Served* | | Principal Occupation(s)
During Past 5 Years** | | Number of Portfolios
in Fund Complex Overseen by Trustee*** | | Other Directorships Held by Trustee |
Michael Bozic (62)
c/o Mayer, Brown, Rowe & Maw LLP Counsel to the Independent Directors
1675 Broadway
New York, NY
| | Trustee
| | Since
April 1994 | | Retired; Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since April 1994) and the Institutional 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. | | 216 | | Director of Weirton Steel Corporation.
|
Edwin J. Garn (70)
c/o Summit Ventures LLC
1 Utah Center
201 S. Main Street
Salt Lake City, UT
| | Trustee
| | Since January 1993 | | Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since January 1993) and the Institutional Funds (since July 2003); member of the Utah Regional Advisory Board of Pacific Corp.; formerly United States Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee (1980-1986), Mayor of Salt Lake City, Utah (1971-1974), Astronaut, Space Shuttle Discovery (April 12-19, 1985), and Vice Chairman, Huntsman Corporation (chemical company). | | 216 | | Director of Franklin Covey (time management systems), BMW Bank of North America, Inc. (industrial loan corporation), United Space Alliance (joint venture between Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member of the board of various civic and charitable organizations.
|
Wayne E. Hedien (69)
c/o Mayer, Brown, Rowe & Maw LLP
Counsel to the Independent Directors
1675 Broadway
New York, NY
| | Trustee
| | Since September 1997 | | Retired; Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003; (Since September 1997) and the Institutional Funds (since July 2003); formerly associated with the Allstate Companies (1966-1994), most recently as Chairman of The Allstate Corporation (March 1993-December 1994) and Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company (July 1989-December 1994). | | 216 | | Director of The PMI Group Inc. (private mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural History; director of various other business and charitable organizations. |
|
22
Morgan Stanley Value Fund
Trustee and Officer Information continued
| | | | | | | | | | | | | | | | | | | | | | |
Name, Age and Address of
Independent Trustee | | Position(s) Held with Registrant | | Term of
Office and
Length of
Time
Served* | | Principal Occupation(s)
During Past 5 Years** | | Number of Portfolios
in Fund Complex Overseen by Trustee*** | | Other Directorships Held by Trustee |
Dr. Manuel H. Johnson (54)
c/o Johnson Smick International, Inc.
2099 Pennsylvania
Avenue, N.W.
Suite 950
Washington, D.C. | | Trustee
| | Since
July 1991
| | Chairman of the Audit Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 1991) and the Institutional Funds (since July 2003); Senior Partner, Johnson Smick International, Inc., a consulting firm; Co-Chairman and a founder of the Group of Seven Council (G7C), an international economic commission; formerly Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. | | 216 | | Director of NVR, Inc. (home construction); Chairman and Trustee of the Financial Accounting Foundation (oversight organization of the Financial Accounting Standards Board); Director of RBS Greenwich Capital Holdings (financial holding company).
|
Joseph J. Kearns (61)
PMB754
23852 Pacific Coast Highway
Malibu, CA
| | Trustee
| | Since
July 2003
| | Deputy Chairman of the Audit Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 2003) and the Institutional Funds (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. | | 217 | | Director of Electro Rent Corporation (equipment leasing), The Ford Family Foundation, and the UCLA Foundation.
|
Michael E. Nugent (67)
c/o Triumph Capital, L.P.
445 Park Avenue
New York, NY
| | Trustee
| | Since
July 1991
| | Chairman of the Insurance Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (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). | | 216 | | Director of various business organizations.
|
Fergus Reid (71)
85 Charles Colman Blvd.
Pawling, NY
| | Trustee
| | Since
July 2003
| | Chairman of the Governance Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 2003) and the Institutional Funds (since June 1992); Chairman of Lumelite Plastics Corporation. | | 217 | | Trustee and Director of certain investment companies in the JPMorgan Funds complex managed by JP Morgan Investment Management Inc.
|
|
23
Morgan Stanley Value Fund
Trustee and Officer Information continued
Interested Trustees:
| | | | | | | | | | | | | | | | | | | | | | |
Name, Age and Address of
Interested Trustee | | Position(s) Held with Registrant | | Term of
Office and
Length of
Time
Served* | | Principal Occupation(s)
During Past 5 Years** | | Number of Portfolios
in Fund Complex Overseen by Trustee*** | | Other Directorships Held by Trustee |
Charles A. Fiumefreddo (70)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ
| | Chairman of the Board and Trustee
| | Since
July 1991 | | Chairman and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 1991) and the Institutional Funds (since July 2003); formerly Chief Executive Officer of the Retail Funds and the TCW/DW Term Trust 2003 (until September 2002). | | 216 | | None
|
James F. Higgins (55)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ
| | Trustee
| | Since
June 2000
| | Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since June 2000) and the Institutional Funds (since July 2003); Senior Advisor of Morgan Stanley (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).
| | 216 | | Director of AXA Financial, Inc. and The Equitable Life Assurance Society of the United States (financial services).
|
Philip J. Purcell (60)
1585 Broadway
New York, NY
| | Trustee
| | Since
April 1994
| | Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since April 1994) and the Institutional Funds (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.
| | 216 | | Director of American Airlines, Inc. and its parent company, AMR Corporation. |
|
| * | 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). |
24
Morgan Stanley Value Fund
Trustee and Officer Information continued
Officers:
| | | | | | | | | | | | | | |
Name, Age and Address of
Executive Officer | | Position(s)
Held with
Registrant | |
Term of
Office and
Length of
Time
Served* | | Principal Occupation(s) During Past 5 Years** |
Mitchell M. Merin (50)
1221 Avenue of the Americas
New York, NY
| | President
| | Since May 1999
| | President and Chief Operating Officer of Morgan Stanley Investment Management Inc.; President, Director and Chief Executive Officer of the Investment Manager and Morgan Stanley Services; Chairman, Chief Executive Officer and Director of the Distributor; Chairman and Director of the Transfer Agent; Director of various Morgan Stanley subsidiaries; President Morgan Stanley Investments LP (since February 2003); President of the Institutional Funds (since July 2003) and President of the Retail Funds and TCW/DW Term Trust 2003 (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 (64)
1221 Avenue of the Americas
New York, NY
| | Executive Vice President and Principal Executive Officer
| | Since April 2003
| | Chief Global Operations Officer and Managing Director of Morgan Stanley Investment Management Inc.; Managing Director of Morgan Stanley & Co. Incorporated; Managing Director of Morgan Stanley; Managing Director, Chief Administrative Officer and Director of the Investment Manager and Morgan Stanley Services; Chief Executive Officer and Director of the Transfer Agent; Executive Vice President and Principal Executive Officer of the Institutional Funds (since July 2003); and the TCW/DW Term Trust 2003 (since April 2003); previously President of the Institutional Funds (March 2001-July 2003) and Director of the Institutional Funds (March 2001-July 2003). |
Barry Fink (48)
1221 Avenue of the Americas
New York, NY
| | Vice President and General Counsel
| | Since
February 1997
| | General Counsel (since May 2000) and Managing Director (since December 2000) of Morgan Stanley 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; Chief Legal Officer of Morgan Stanley Investments LP (since July 2002); Vice President of the Institutional Funds (since July 2003); Vice President and Secretary 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 (60)
1221 Avenue of the Americas
New York, NY
| | Vice President
| | Since July 1995
| | Managing Director and Chief Investment Officer of the Investment Manager, Morgan Stanley Investment Management Inc. and Morgan Stanley Investments LP; 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 (36)
1221 Avenue of the Americas
New York, NY
| | Vice President
| | Since July 2003
| | Executive Director of Morgan Stanley & Co. and Morgan Stanley Investment 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). |
|
25
Morgan Stanley Value Fund
Trustee and Officer Information continued
| | | | | | | | | | | | | | |
Name, Age and Address of
Executive Officer | | Position(s)
Held with
Registrant | |
Term of
Office and
Length of
Time
Served* | | Principal Occupation(s) During Past 5 Years** |
Francis J. Smith (38)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ
| | Treasurer and Chief Financial Officer
| | Treasurer since July 2003 and Chief Financial Officer since September 2002
| | Executive Director of the Investment Manager and Morgan Stanley Services (since December 2001); previously Vice President of the Retail Funds (September 2002-July 2003); previously Vice 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)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ | | Vice President
| | Since July 2003
| | Executive Director (since December 2002) and Assistant Treasurer of the Investment Manager, the Distributor and Morgan Stanley Services; previously Treasurer of the Retail Funds (April 1989-July 2003); formerly First Vice President of the Investment Manager, the Distributor and Morgan Stanley Services.
|
Mary E. Mullin (36)
1221 Avenue of the Americas
New York, NY
| | Secretary
| | Since July 2003
| | Vice President of Morgan Stanley & Co. Incorporated and Morgan Stanley Investment Management Inc.; 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. |
26
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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 Sub-Advisor Morgan Stanley Investments LP
One Tower Bridge
West Conshohocken, Pennsylvania 19428 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. © 2003 Morgan Stanley 
36045RPT-00-12729J03-AP-10/03 | | MORGAN STANLEY FUNDS |
Morgan Stanley
Value Fund
Annual Report
September 30, 2003
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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) The Fund has amended its Code of Ethics during the period covered by the
shareholder report presented in Item 1 hereto
(d) The Fund has granted a waiver or an implicit waiver from a provision of its
Code of Ethics.
(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.
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.
2
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.
Items 4 - 8 are not applicable
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 Value Fund
Ronald E. Robison
Principal Executive Officer
November 19, 2003
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.
Ronald E. Robison
Principal Executive Officer
November 19, 2003
Francis Smith
Principal Financial Officer
November 19, 2003
3
EXHIBIT 10 A
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ADOPTED JULY 31, 2003
I. This Code of Ethics (the "Code") for the investment companies within the
Morgan Stanley complex identified in Exhibit A (collectively, "Funds" and
each, a "Fund") applies to each Fund's Principal Executive Officer,
President, Principal Financial Officer and Treasurer (or persons performing
similar functions) ("Covered Officers" each of whom are set forth in
Exhibit B) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships.
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a company files with, or submits to, the Securities
and Exchange Commission ("SEC") and in other public communications
made by the Fund;
o compliance with applicable laws and governmental rules and
regulations;
o prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest. Any question about the application of the Code
should be referred to the General Counsel or his/her designee (who is set forth
in Exhibit C).
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
4
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes, or appears to interfere, with the interests of, or his
service to, the Fund. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" (as defined in the Investment Company Act)
of the Fund. The Fund's and its investment adviser's compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside the parameters of this
Code, unless or until the General Counsel determines that any violation of such
programs and procedures is also a violation of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and its investment adviser of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Fund or for the investment adviser, or for both), be involved
in establishing policies and implementing decisions that will have different
effects on the Fund and its investment adviser. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Fund and the investment adviser and is consistent with the performance by
the Covered Officers of their duties as officers of the Fund. Thus, if performed
in conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, such activities will be deemed to have been handled
ethically. In addition, it is recognized by the Funds' Boards of
Directors/Trustees ("Boards") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.
Each Covered Officer must not:
o use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally (directly or
indirectly) to the detriment of the Fund;
5
o cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Fund; or
o use material non-public knowledge of portfolio transactions made or
contemplated for, or actions proposed to be taken by, the Fund to
trade personally or cause others to trade personally in contemplation
of the market effect of such transactions.
Each Covered Officer must, at the time of signing this Code, report to the
General Counsel all affiliations or significant business relationships outside
the Morgan Stanley complex and must update the report annually.
Conflict of interest situations should always be approved by the General
Counsel and communicated to the relevant Fund or Fund's Board. Any activity or
relationship that would present such a conflict for a Covered Officer would
likely also present a conflict for the Covered Officer if an immediate member of
the Covered Officer's family living in the same household engages in such an
activity or has such a relationship. Examples of these include:
o service or significant business relationships as a director on the
board of any public or private company;
o accepting directly or indirectly, anything of value, including gifts
and gratuities in excess of $100 per year from any person or entity
with which the Fund has current or prospective business dealings, not
including occasional meals or tickets for theatre or sporting events
or other similar entertainment; provided it is business-related,
reasonable in cost, appropriate as to time and place, and not so
frequent as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other than its
investment adviser, principal underwriter, or any affiliated person
thereof; and
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Fund for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself/herself with the
disclosure and compliance requirements generally applicable to the
Funds;
o each Covered Officer must not knowingly misrepresent, or cause others
to misrepresent, facts about the Fund to others, whether within or
outside the
6
Fund, including to the Fund's Directors/Trustees and auditors, or to
governmental regulators and self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Funds and their investment advisers with the goal of promoting full,
fair, accurate, timely and understandable disclosure in the reports
and documents the Funds file with, or submit to, the SEC and in other
public communications made by the Funds; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Boards that he has
received, read and understands the Code;
o annually thereafter affirm to the Boards that he has complied with the
requirements of the Code;
o not retaliate against any other Covered Officer, other officer or any
employee of the Funds or their affiliated persons for reports of
potential violations that are made in good faith; and
o notify the General Counsel promptly if he/she knows or suspects of any
violation of this Code. Failure to do so is itself a violation of this
Code.
The General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any waivers(1) sought
by a Covered Officer must be considered by the Board of the relevant Fund or
Funds.
The Funds will follow these procedures in investigating and enforcing this
Code:
o the General Counsel will take all appropriate action to investigate
any potential violations reported to him;
- --------------
(1) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics."
7
o if, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take
any further action;
o any matter that the General Counsel believes is a violation will be
reported to the relevant Fund's Audit Committee;
o if the directors/trustees/managing general partners who are not
"interested persons" as defined by the Investment Company Act (the
"Independent Directors/Trustees/Managing General Partners") of the
relevant Fund concur that a violation has occurred, they will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss the Covered Officer or other appropriate
disciplinary actions;
o the Independent Directors/Trustees/Managing General Partners of the
relevant Fund will be responsible for granting waivers of this Code,
as appropriate; and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' investment advisers, principal
underwriters, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code unless any provision of this Code conflicts
with any applicable federal or state law, in which case the requirements of such
law will govern. The Funds' and their investment advisers' and principal
underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act
and Morgan Stanley's Code of Ethics are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibits A, B
or C, must be approved or ratified by a majority vote of the Board of each
Fund, including a majority of Independent Directors/Trustees/Managing General
Partners.
VII. CONFIDENTIALITY
8
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Independent
Directors/Trustees/Managing General Partners of the relevant Fund or Funds and
their counsel, the relevant Fund or Funds and their counsel and the relevant
investment adviser and its counsel.
9
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion
I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations incurred by me as a result of my being subject
to the Code. I hereby agree to abide by the above Code.
__________________________
Date:_____________________
10
EXHIBIT B
INSTITUTIONAL FUNDS
COVERED OFFICERS
Mitchell M. Merin - President
Ronald E. Robison - Executive Vice President and Principal Executive Officer
James W. Garrett - Chief Financial Officer and Treasurer
RETAIL FUNDS
COVERED OFFICERS
Mitchell M. Merin - President
Ronald E. Robison - Executive Vice President and Principal Executive Officer
Frank Smith - Chief Financial Officer and Treasurer
11
EXHIBIT C
GENERAL COUNSEL
Barry Fink
12
EXHIBIT 10 B1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
CERTIFICATIONS
I, Ronald E. Robison, certify that:
1. I have reviewed this report on Form N-CSR of Morgan Stanley
Value Fund;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a
statement of cash flows) of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Rule 30a-2(c) under
the Investment Company Act of 1940) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):
13
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize, and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 19, 2003
Ronald E. Robison
Principal Executive Officer
14
EXHIBIT 10 B2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
CERTIFICATIONS
I, Francis Smith, certify that:
1. I have reviewed this report on Form N-CSR of Morgan Stanley
Value Fund;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a
statement of cash flows) of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Rule 30a-2(c) under
the Investment Company Act of 1940) for the registrant and
have:
(i) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is
being prepared;
(ii) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this report (the
"Evaluation Date"); and
(iii) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):
15
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize, and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 19, 2003
Francis Smith
Principal Financial Officer
16
SECTION 906 CERTIFICATION
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Morgan Stanley Value Fund
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended September 30, 2003 that is accompanied
by this certification, the undersigned hereby certifies that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Issuer.
Date: November 19, 2003 Ronald E. Robison
Principal Executive Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Value Fund and will be retained by Morgan Stanley
Value Fund and furnished to the Securities and Exchange Commission or its staff
upon request.
17
SECTION 906 CERTIFICATION
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Morgan Stanley Value Fund
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended September 30, 2003 that is accompanied
by this certification, the undersigned hereby certifies that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Issuer.
Date: November 19, 2003 Francis Smith
Principal Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Value Fund and will be retained by Morgan Stanley
Value Fund and furnished to the Securities and Exchange Commission or its staff
upon request.
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