UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-06683
Morgan Stanley Health Sciences Trust
(Exact name of registrant as specified in charter)
1221 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip code)
Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
(Name and address of agent for service)
Registrant's telephone number, including area code: 212-762-4000
Date of fiscal year end: July 31, 2003
Date of reporting period: July 31, 2003
Item 1 - Report to Shareholders
Welcome, Shareholder:
In this report, you'll learn about how your investment in Morgan Stanley Health Sciences Trust performed during the annual period. The portfolio management team will provide an overview of the market climate, and discuss some of the factors that helped or hindered performance during the reporting period. In addition, this report includes the Fund's financial statements and a list of Fund investments, as well as other information.
| This material must be preceded or accompanied by a prospectus for the fund being offered. Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and, therefore, the value of the Fund shares may be less than what you paid for them. Accordingly you can lose money investing in this Fund. |
| |
| |
| Fund Report |
| For the year ended July 31, 2003 |
| |
Total Return for the Twelve Months Ended July 31, 2003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | | | Class B | | | | Class C | | | | Class D | | | | S&P 500 Index1 | | | | Lipper Health/ Biotechnology Funds Index2 |
17.14% | | | | | 16.18 | % | | | | | 16.09 | % | | | | | 17.38 | % | | | | | 10.65 | % | | | | | 17.62 | % |
|
The performance of the Fund's four share classes varies because each has different expenses. The Fund's total return figures assume the reinvestment of all distributions, but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. Past performance is no guarantee of future results. See Performance Summary for standardized performance information. |
Market Conditions
During the first several months of the fiscal year ended July 31, 2003, the equity markets were plagued by fallout from corporate accounting scandals and continued sluggishness in the economy. These concerns were further exacerbated by uncertainty over the possibility of war in Iraq. From March through July, however, the equity markets rallied sharply as investors began to perceive the beneficial effects of accommodative monetary and fiscal policy on economic results and corporate earnings.
Health-care ranked among the hardest-hit sectors at the beginning of the period. Biotechnology companies had suffered a severe decline resulting not from fundamental weakness but from lack of investor confidence in the market as a whole. Pharmaceuticals, generally considered among the safest sectors, had just endured one of their worst periods of performance of the past 10 years. As the market rallied later in the period, however, health-care issues rebounded strongly. Biotechnology in particular outperformed the broad market significantly.
The buoyancy of the health-care sector can be credited to several factors. The entire industry stands to benefit from increased consumer demand as the U.S. population continues to age. The pace of scientific innovation has increased as well, raising the potential for revolutionary new treatments and enabling companies to bring drugs to market much more quickly. And in a victory for patients seeking new forms of treatment, FDA Commissioner Mark McLellan has sped up the approval process for potentially important drugs.
Performance Analysis
The Fund's return outperformed the S&P 500 by a significant margin. Its overweighting and stock selection in biotechnology worked to the Fund's advantage. Good news for biotech companies included early FDA approval for some drugs and forward movement for others on the strength of persuasive clinical data.
Our underweighting and stock selection in health-care services detracted from the Fund's return. Positive pricing trends continued for services companies such as hospitals and HMOs, resulting in stronger-than-expected earnings for the period. An underweighting in the medical devices industry also hindered the Fund's performance relative to its benchmark. This industry performed better than any
2
other in the health-care sector, as many device companies brought new technologies to the market.
| | | | | | |
TOP 10 HOLDINGS | | |
Amgen Inc. | | | 6.1 | % |
Pfizer Inc. | | | 5.6 | |
Gilead Sciences, Inc. | | | 4.6 | |
Wyeth | | | 3.7 | |
Celgene Corp. | | | 2.9 | |
Merck & Co., Inc. | | | 2.5 | |
Amylin Pharmaceuticals, Inc. | | | 2.1 | |
Telik, Inc. | | | 2.0 | |
IDEC Pharmaceuticals Corp. | | | 2.0 | |
NPS Pharmaceuticals, Inc. | | | 1.9 | |
|
| | | | | | |
TOP FIVE INDUSTRIES | | |
Biotechnology | | | 40.1 | % |
Pharmaceuticals Major | | | 20.6 | |
Medical Specialties | | | 13.3 | |
Managed Health Care | | | 5.2 | |
Pharmaceuticals: Other | | | 5.0 | |
|
Subject to change daily. All percentages are as a percentage of net assets. Provided for informational purposes only and should not be deemed as a recommendation to buy the securities mentioned. Morgan Stanley is a full service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisor services. |
Investment Strategy
The Fund will normally invest at least 80 percent of its assets in common stocks (including depositary receipts) of health science companies throughout the world. Health science companies include, among others,
| | |
| • | Hospitals, clinical test laboratories, convalescent and mental health care facilities and home care businesses |
| | |
| • | Pharmaceutical companies and companies involved in biotechnology, medical diagnostics, biochemicals, and nuclear research and development |
| | |
| • | Companies that produce and manufacture medical, dental and optical supplies and equipment |
| | |
| • | Companies that provide services to health care companies |
| | |
| • | HMOs and other health insurance companies |
Annual Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 350-6414, 8:00 a.m. to 8:00 p.m. ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
Proxy Voting Policies and Procedures
A description of the Fund's policies and procedures with respect to the voting of proxies relating to the Fund's portfolio securities is available without charge, upon request, by calling (800) 869-NEWS. This information is also available on the Securities and Exchange Commission's website at http://www.sec.gov.
3
Performance of a $10,000 Investment — Class B
Past performance is not predictive of future returns. Investment return and principal value will fluctuate. When you sell fund shares, they may be worth less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class B, Class C, and Class D shares will vary due to differences in sales charges and expenses. |
4
Average Annual Total Returns — Period Ended July 31, 2003
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Class A Shares* (since 07/28/97) | | | | Class B Shares** (since 10/30/92) | | | | Class C Shares† (since 07/28/97) | | | | Class D Shares†† (since 07/28/97) |
Symbol | | | | HCRAX | | | | HCRBX | | | | HCRCX | | | | HCRDX |
1 Year | | | | | 17.14% | 3 | | | | | 16.18% | 3 | | | | | 16.09% | 3 | | | | | 17.38% | 3 |
| | | | | 10.99 | 4 | | | | | 11.18 | 4 | | | | | 15.09 | 4 | | | | | | |
5 Years | | | | | 11.96 | 3 | | | | | 11.07 | 3 | | | | | 11.07 | 3 | | | | | 12.18 | 3 |
| | | | | 10.76 | 4 | | | | | 10.80 | 4 | | | | | 11.07 | 4 | | | | | | |
10 Years | | | | | | | | | | | 13.24 | 3 | | | | | | | | | | | | |
| | | | | | | | | | | 13.24 | 4 | | | | | | | | | | | | |
Since Inception | | | | | 11.70 | 3 | | | | | 11.41 | 3 | | | | | 10.86 | 3 | | | | | 11.92 | 3 |
| | | | | 10.70 | 4 | | | | | 11.41 | 4 | | | | | 10.86 | 4 | | | | | | |
|
Notes on Performance
| (1) | The Standard and Poor's 500 Index (S&P 500®) is a broad-based index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. The Index does not include any expenses, fees or charges. Such costs would lower performance. It is not possible to invest directly in an index. |
| (2) | The Lipper Health/Biotechnology Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Health/Biotechnology Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. |
| (3) | Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges. |
| (4) | Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund's current prospectus for complete details on fees and sales charges. |
| * | The maximum front-end sales charge for Class A is 5.25%. |
| ** | The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years. |
| † | The maximum contingent deferred sales charge for Class C is 1% for shares redeemed within one year of purchase. |
| †† | Class D has no sales charge. |
| ‡ | Closing value assuming a complete redemption on July 31, 2003. |
5
Morgan Stanley Health Sciences Trust
Portfolio of Investments July 31, 2003
| | | | | | | | | | |
NUMBER OF SHARES | | | | VALUE |
| | | | Common Stocks (94.6%) | |
| | | | Biotechnology (40.1%) | |
| 169,400 | | | Abgenix, Inc.* | | $ | 2,149,686 | |
| 154,400 | | | Adolor Corp.* | | | 2,076,680 | |
| 214,500 | | | Alkermes, Inc.* | | | 2,831,400 | |
| 179,800 | | | Alteon, Inc.* | | | 262,508 | |
| 495,200 | | | Amgen Inc.* | | | 34,456,016 | |
| 502,500 | | | Amylin Pharmaceuticals, Inc.* | | | 12,044,925 | |
| 73,200 | | | Antigenics Inc.* | | | 915,732 | |
| 142,400 | | | Applera Corp. – Celera Genomics Group* | | | 1,432,544 | |
| 14,800 | | | Biogen, Inc.* | | | 568,616 | |
| 204,900 | | | BioMarin Pharmaceutical, Inc.* | | | 2,221,116 | |
| 445,850 | | | Celgene Corp.* | | | 16,322,568 | |
| 64,200 | | | Cephalon, Inc.* | | | 3,208,716 | |
| 42,100 | | | Chiron Corp.* | | | 1,919,760 | |
| 173,700 | | | CuraGen Corp.* | | | 851,130 | |
| 243,700 | | | CV Therapeutics, Inc.* | | | 8,697,653 | |
| 67,300 | | | Exact Sciences Corp.* | | | 1,151,503 | |
| 324,700 | | | Exelixis, Inc.* | | | 2,678,775 | |
| 86,100 | | | Gen-Probe Inc.* | | | 4,735,500 | |
| 16,755 | | | Genentech, Inc.* | | | 1,352,966 | |
| 43,000 | | | Genta Inc.* | | | 568,890 | |
| 93,100 | | | Genzyme Corp.* | | | 4,695,964 | |
| 377,500 | | | Gilead Sciences, Inc.* | | | 25,877,625 | |
| 174,400 | | | Human Genome Sciences, Inc.* | | | 2,394,512 | |
| 72,500 | | | ICOS Corp.* | | | 3,162,450 | |
| 327,890 | | | IDEC Pharmaceuticals Corp.* | | | 11,095,798 | |
| 176,650 | | | ImClone Systems, Inc.* | | | 7,387,503 | |
| 86,550 | | | InterMune Inc.* | | | 1,627,140 | |
| 305,550 | | | Isis Pharmaceuticals, Inc.* | | | 1,585,804 | |
| 94,600 | | | Ligand Pharmaceuticals Inc. (Class B)* | | | 1,213,718 | |
| 90,000 | | | Luminex Corp.* | | | 486,000 | |
| 133,100 | | | Martek Biosciences Corp.* | | | 6,458,145 | |
| 96,300 | | | Medicines Company (The)* | | | 2,614,545 | |
| 150,392 | | | MedImmune, Inc.* | | | 5,893,862 | |
| 140,700 | | | MGI Pharma, Inc.* | | $ | 5,400,066 | |
| 105,050 | | | Neurocrine Biosciences, Inc.* | | | 5,639,084 | |
| 431,700 | | | NPS Pharmaceuticals, Inc.* | | | 11,021,301 | |
| 47,300 | | | Onyx Pharmaceuticals, Inc.* | | | 743,083 | |
| 93,000 | | | OSI Pharmaceuticals Inc.* | | | 3,125,730 | |
| 213,400 | | | Protein Design Labs, Inc.* | | | 2,722,984 | |
| 583,900 | | | Telik, Inc.* | | | 11,146,651 | |
| 121,250 | | | Trimeris, Inc.* | | | 5,377,438 | |
| 329,800 | | | Tularik Inc.* | | | 3,756,422 | |
| 212,650 | | | Vicuron Pharmaceuticals, Inc.* | | | 2,811,233 | |
| | | | | | | 226,683,742 | |
| | | | Electrical Products (0.3%) | |
| 37,900 | | | Wilson Greatbatch Technologies, Inc.* | | | 1,482,269 | |
| | | | Hospital/Nursing Management (2.7%) | |
| 117,600 | | | Community Health Care* | | | 2,610,720 | |
| 66,700 | | | HCA Inc. | | | 2,351,175 | |
| 60,400 | | | Health Management Associates, Inc. (Class A) | | | 1,206,188 | |
| 321,500 | | | Tenet Healthcare Corp.* | | | 4,430,270 | |
| 87,700 | | | Universal Health Services, Inc. (Class B)* | | | 4,494,625 | |
| | | | | | | 15,092,978 | |
| | | | Managed Health Care (5.2%) | |
| 16,900 | | | Aetna Inc. | | | 1,041,378 | |
| 24,300 | | | Anthem, Inc.* | | | 1,834,893 | |
| 246,100 | | | Caremark Rx, Inc.* | | | 6,157,422 | |
| 11,600 | | | CIGNA Corp. | | | 542,648 | |
| 107,700 | | | Mid Atlantic Medical Services, Inc.* | | | 5,856,726 | |
| 19,600 | | | PacifiCare Health Systems, Inc.* | | | 1,095,640 | |
| 103,800 | | | UnitedHealth Group Inc. | | | 5,406,942 | |
| 150,900 | | | WellChoice, Inc.* | | | 4,692,990 | |
| 32,000 | | | WellPoint Health Networks, Inc.* | | | 2,676,800 | |
| | | | | | | 29,305,439 | |
|
See Notes to Financial Statements
6
Morgan Stanley Health Sciences Trust
Portfolio of Investments July 31, 2003 continued
| | | | | | | | | | |
NUMBER OF SHARES | | | | VALUE |
| | | | Medical Distributors (1.0%) | |
| 58,200 | | | AmerisourceBergen Corp. | | $ | 3,671,838 | |
| 75,550 | | | McKesson Corp. | | | 2,437,243 | |
| | | | | | | 6,109,081 | |
| | | | Medical Specialties (13.3%) | |
| 90,000 | | | Alcon, Inc. (Switzerland) | | | 4,587,300 | |
| 169,600 | | | Align Technology, Inc.* | | | 2,204,800 | |
| 77,300 | | | American Medical System Holdings* | | | 1,389,081 | |
| 199,200 | | | Applera Corp. – Applied Biosystems Group | | | 4,312,680 | |
| 108,900 | | | Atrix Laboratories, Inc.* | | | 2,678,940 | |
| 58,500 | | | Bard (C.R.), Inc. | | | 4,010,760 | |
| 44,700 | | | Beckman Coulter, Inc. | | | 1,981,998 | |
| 93,900 | | | Becton, Dickinson & Co. | | | 3,439,557 | |
| 66,000 | | | Boston Scientific Corp.* | | | 4,173,180 | |
| 109,600 | | | Cooper Companies, Inc. (The) | | | 3,841,480 | |
| 58,200 | | | CTI Molecular Imaging, Inc.* | | | 923,052 | |
| 90,600 | | | Dade Behring Holdings, Inc.* | | | 2,237,820 | |
| 137,400 | | | Edwards Lifesciences Corp.* | | | 3,880,176 | |
| 97,700 | | | Guidant Corp. | | | 4,613,394 | |
| 209,834 | | | Medtronic, Inc. | | | 10,806,451 | |
| 30,000 | | | Nobel Biocare Holding AG (Switzerland) | | | 2,169,110 | |
| 2,000 | | | Nobel Biocare Holding AG (Sweden) | | | 143,330 | |
| 34,600 | | | Penwest Pharmaceuticals Co.* | | | 801,682 | |
| 76,500 | | | SonoSite, Inc.* | | | 1,672,290 | |
| 70,900 | | | St. Jude Medical, Inc.* | | | 3,803,785 | |
| 269,400 | | | Thoratec Corp.* | | | 4,054,470 | |
| 121,800 | | | Varian Medical Systems, Inc.* | | | 7,473,648 | |
| | | | | | | 75,198,984 | |
| | | | Pharmaceuticals: Generic Drugs (1.6%) | |
| 39,700 | | | Barr Laboratories, Inc.* | | | 2,681,735 | |
| 60,100 | | | ICN Pharmaceuticals, Inc. | | | 938,161 | |
| 43,800 | | | Taro Pharmaceuticals Industries Ltd. (Israel)* | | $ | 2,390,166 | |
| 75,600 | | | Watson Pharmaceuticals, Inc.* | | | 3,019,464 | |
| | | | | | | 9,029,526 | |
| | | | Pharmaceuticals: Major (20.6%) | |
| 137,650 | | | Abbott Laboratories | | | 5,402,763 | |
| 24,000 | | | AstraZeneca PLC (ADR) (United Kingdom) | | | 965,280 | |
| 21,900 | | | Aventis SA (ADR) (France) | | | 1,091,715 | |
| 369,550 | | | Bristol-Myers Squibb Co. | | | 9,682,210 | |
| 121,500 | | | GlaxoSmithKline PLC (ADR) (United Kingdom) | | | 4,654,665 | |
| 104,000 | | | Johnson & Johnson | | | 5,386,160 | |
| 74,750 | | | Lilly (Eli) & Co. | | | 4,921,540 | |
| 258,200 | | | Merck & Co., Inc. | | | 14,273,296 | |
| 139,000 | | | Novartis AG (ADR) (Switzerland) | | | 5,364,010 | |
| 945,168 | | | Pfizer Inc. | | | 31,530,804 | |
| 57,400 | | | Roche Holdings AG (Switzerland) | | | 4,792,751 | |
| 56,500 | | | Sanofi-Synthelabo S.A. (France) | | | 3,179,103 | |
| 20,000 | | | Schering AG | | | 837,833 | |
| 197,400 | | | Schering-Plough Corp. | | | 3,351,852 | |
| 457,700 | | | Wyeth | | | 20,861,966 | |
| | | | | | | 116,295,948 | |
| | | | Pharmaceuticals: Other (5.0%) | |
| 49,200 | | | Allergan, Inc. | | | 3,959,616 | |
| 333,650 | | | Allos Therapeutics Inc.* | | | 767,395 | |
| 21,600 | | | Altana AG (ADR) (Germany) | | | 1,333,800 | |
| 25,000 | | | Angiotech Pharmaceuticals, Inc. (Canada)* | | | 1,106,250 | |
| 88,000 | | | Biovail Corp. (Canada)* | | | 3,378,320 | |
| 65,100 | | | Bradley Pharmaceuticals Inc.* | | | 1,217,370 | |
| 27,000 | | | Cima Labs, Inc.* | | | 777,600 | |
| 62,500 | | | Connetics Corp.* | | | 1,135,000 | |
| 65,000 | | | Esperion Therapeutics, Inc.* | | | 1,048,450 | |
|
See Notes to Financial Statements
7
Morgan Stanley Health Sciences Trust
Portfolio of Investments July 31, 2003 continued
| | | | | | | | | | |
NUMBER OF SHARES | | | | VALUE |
| 114,000 | | | Forest Laboratories, Inc.* | | $ | 5,458,320 | |
| 40,000 | | | Fujisawa Pharmaceutical Co., Ltd. (Japan) | | | 774,076 | |
| 113,800 | | | Inspire Pharmaceuticals, Inc.* | | | 1,718,380 | |
| 102,500 | | | Teva Pharmaceutical Industries Ltd. (ADR) (Israel) | | | 5,877,350 | |
| | | | | | | 28,551,927 | |
| | | | Services to the Health Industry (4.2%) | |
| 96,900 | | | Cerner Corp.* | | | 3,066,885 | |
| 24,900 | | | Express Scripts, Inc. (Class A)* | | | 1,643,400 | |
| 82,600 | | | IMS Health Inc. | | | 1,597,484 | |
| 45,248 | | | Laboratory Corp. of America Holdings* | | | 1,437,529 | |
| 14,400 | | | NDC Health Corp. | | | 288,144 | |
| 101,800 | | | Omnicare, Inc. | | | 3,458,146 | |
| 21,500 | | | Quest Diagnostics Inc.* | | | 1,284,840 | |
| 379,900 | | | Specialty Laboratories, Inc.* | | | 3,844,588 | |
| 44,250 | | | Stericycle, Inc.* | | | 1,997,003 | |
| 79,000 | | | VistaCare, Inc. (Class A)* | | | 2,263,429 | |
| 242,300 | | | WebMD Corp.* | | | 2,926,984 | |
| | | | | | | 23,808,432 | |
| | | | Wholesale Distributors (0.6%) | |
| 96,700 | | | Fisher Scientific International, Inc.* | | | 3,655,260 | |
| | | | Total Common Stocks (Cost $396,840,526) | | | 535,213,586 | |
|
| | | | | | | | | | |
PRINCIPAL AMOUNT IN THOUSANDS | | | | VALUE |
| | | | Short-Term Investment (6.0%) Repurchase Agreement | |
$ | 33,677 | | | Joint repurchase agreement account 1.11% due 08/01/03 (dated 07/31/03; proceeds $33,678,038) (a) (Cost $33,677,000) | | $ | 33,677,000 | |
|
| | | | | | | | | | |
Total Investments (Cost $430,517,526) (b) | | | 100.6 | % | | | 568,890,586 | |
Liabilities in Excess of Other Assets | | | (0.6 | ) | | | (3,505,710 | ) |
Net Assets | | | 100.0 | % | | $ | 565,384,876 | |
|
| ADR | American Depository Receipt. |
| * | Non-income producing security. |
| (a) | Collateralized by federal agency and U.S. Treasury obligations. |
| (b) | The aggregate cost for federal income tax purposes is $441,009,548. The aggregate gross unrealized appreciation is $138,017,865 and the aggregate gross unrealized depreciation is $10,136,827, resulting in net unrealized appreciation of $127,881,038. |
See Notes to Financial Statements
8
Morgan Stanley Health Sciences Trust
Financial Statements
Statement of Assets and Liabilities
July 31, 2003
| | | | | | |
Assets: |
Investments in securities, at value | | | | |
(cost $430,517,526) | | $ | 568,890,586 | |
Receivable for: | | | | |
Shares of beneficial interest sold | | | 574,058 | |
Dividends | | | 221,991 | |
Foreign withholding taxes reclaimed | | | 68,447 | |
Prepaid expenses and other assets | | | 54,239 | |
Total Assets | | | 569,809,321 | |
Liabilities: | | | | |
Payable for: | | | | |
Investments purchased | | | 2,808,288 | |
Shares of beneficial interest redeemed | | | 567,439 | |
Investment management fee | | | 472,390 | |
Distribution fee | | | 446,776 | |
Accrued expenses and other payables | | | 129,552 | |
Total Liabilities | | | 4,424,445 | |
Net Assets | | $ | 565,384,876 | |
Composition of Net Assets: |
Paid-in-capital | | $ | 473,722,443 | |
Net unrealized appreciation | | | 138,380,613 | |
Accumulated net investment loss | | | (50,908 | ) |
Accumulated net realized loss | | | (46,667,272 | ) |
Net Assets | | $ | 565,384,876 | |
Class A Shares: | | | | |
Net Assets | | $12,091,417 |
Shares Outstanding (unlimited authorized, $.01 par value) | | 696,062 |
Net Asset Value Per Share | | $17.37 |
Maximum Offering Price Per Share, |
(net asset value plus 5.54% of net asset value) | | $18.33 |
Class B Shares: | | |
Net Assets | | $505,402,967 |
Shares Outstanding (unlimited authorized, $.01 par value) | | 30,718,442 |
Net Asset Value Per Share | | $16.45 |
Class C Shares: | | |
Net Assets | | $23,398,232 |
Shares Outstanding (unlimited authorized, $.01 par value) | | 1,421,845 |
Net Asset Value Per Share | | $16.46 |
Class D Shares: | | |
Net Assets | | $24,492,260 |
Shares Outstanding (unlimited authorized, $.01 par value) | | 1,389,099 |
Net Asset Value Per Share | | $17.63 |
|
See Notes to Financial Statements
9
Morgan Stanley Health Sciences Trust
Financial Statements continued
Statement of Operations
For the year ended July 31, 2003
| | | | | | |
Net Investment Loss: | | | | |
Income | | | | |
Dividends (net of $67,334 foreign withholding tax) | | $ | 3,000,211 | |
Interest | | | 469,599 | |
Total Income | | | 3,469,810 | |
Expenses | | | | |
Investment management fee | | | 5,202,413 | |
Distribution fee (Class A shares) | | | 25,165 | |
Distribution fee (Class B shares) | | | 4,697,704 | |
Distribution fee (Class C shares) | | | 205,381 | |
Transfer agent fees and expenses | | | 1,092,224 | |
Shareholder reports and notices | | | 84,688 | |
Registration fees | | | 76,466 | |
Professional fees | | | 53,340 | |
Custodian fees | | | 43,095 | |
Trustees' fees and expenses | | | 21,170 | |
Other | | | 13,698 | |
Total Expenses | | | 11,515,344 | |
Net Investment Loss | | | (8,045,534 | ) |
Net Realized and Unrealized Gain (Loss): | | | | |
Net Realized Gain/Loss on: | | | | |
Investments | | | (14,267,871 | ) |
Foreign exchange transactions | | | 1,268 | |
Net Realized Loss | | | (14,266,603 | ) |
Net Change in Unrealized Appreciation/Depreciation on: |
Investments | | | 99,716,533 | |
Translation of other assets and liabilities denominated in foreign currencies | | | 3,537 | |
Net Appreciation | | | 99,720,070 | |
Net Gain | | | 85,453,467 | |
Net Increase | | $ | 77,407,933 | |
|
See Notes to Financial Statements
10
Morgan Stanley Health Sciences Trust
Financial Statements continued
Statement of Changes in Net Assets
| | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, 2003 | | FOR THE YEAR ENDED JULY 31, 2002 |
Increase (Decrease) in Net Assets: | | | | | | | | |
Operations: | | | | | | | | |
Net investment loss | | $ | (8,045,534 | ) | | $ | (10,810,365 | ) |
Net realized loss | | | (14,266,603 | ) | | | (11,353,293 | ) |
Net change in unrealized appreciation/depreciation | | | 99,720,070 | | | | (108,337,905 | ) |
Net Increase (Decrease) | | | 77,407,933 | | | | (130,501,563 | ) |
Distributions to Shareholders from Net Realized Gain: |
Class A shares | | | (35,572 | ) | | | (150,654 | ) |
Class B shares | | | (1,699,150 | ) | | | (9,096,404 | ) |
Class C shares | | | (74,767 | ) | | | (337,319 | ) |
Class D shares | | | (75,237 | ) | | | (450,452 | ) |
Total Distributions | | | (1,884,726 | ) | | | (10,034,829 | ) |
Net increase (decrease) from transactions in shares of beneficial interest | | | (73,882,322 | ) | | | 15,347,089 | |
Net Increase (Decrease) | | | 1,640,885 | | | | (125,189,303 | ) |
Net Assets: | | | | | | | | |
Beginning of period | | | 563,743,991 | | | | 688,933,294 | |
End of period |
(Including accumulated net investment losses of $50,908 and $49,166, respectively) | | $ | 565,384,876 | | | $ | 563,743,991 | |
|
See Notes to Financial Statements
11
Morgan Stanley Health Sciences Trust
Notes to Financial Statements July 31, 2003
1. Organization and Accounting Policies
Morgan Stanley Health Sciences Trust (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a non-diversified, open-end management investment company. The Fund's investment objective is capital appreciation. The Fund seeks to achieve its objective by investing in securities of companies in the health sciences industry throughout the world. The Fund was organized as a Massachusetts business trust on May 26, 1992 and commenced operations on October 30, 1992. On July 28, 1997, the Fund converted to a multiple class share structure.
The Fund offers Class A shares, Class B shares, Class C shares and Class D shares. The four classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, and most Class B shares and Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within one year, six years and one year, respectively. Class D shares are not subject to a sales charge. Additionally, Class A shares, Class B shares and Class C shares incur distribution expenses.
The following is a summary of significant accounting policies:
A. Valuation of Investments — (1) an equity portfolio security listed or traded on the New York or American Stock Exchange or other exchange is valued at its latest sale price prior to the time when assets are valued; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (2) an equity portfolio security listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (3) all other equity portfolio securities for which over-the-counter market quotations are readily available are valued at the mean between the last reported bid and asked price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (4) for equity securities traded on foreign exchanges, the last reported sale price or the latest bid price may be used if there were no sales on a particular day; (5) when market quotations are not readily available or Morgan Stanley Investment Advisors Inc. (the "Investment Manager") determines that the latest sale price, the bid price or the mean between the last reported bid and asked price do not reflect a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees; (6) certain portfolio securities may be valued by an outside pricing service approved by the Fund's Trustees; and (7) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost.
B. Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified
12
Morgan Stanley Health Sciences Trust
Notes to Financial Statements July 31, 2003 continued
cost method. Dividend income and other distributions are recorded on the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily.
C. Repurchase Agreements — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated entities managed by the Investment Manager, may transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are invested in one or more repurchase agreements and are collateralized by cash, U.S. Treasury or federal agency obligations. The Fund may also invest directly with institutions in repurchase agreements. The Fund's custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest.
D. Multiple Class Allocations — Investment income, expenses (other than distribution fees), and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Distribution fees are charged directly to the respective class.
E. Foreign Currency Translation and Forward Foreign Currency Contracts — The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities, other assets and liabilities and forward foreign currency contracts ("forward contracts") are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions. The resultant exchange gains and losses are recorded as realized and unrealized gain/loss on foreign exchange transactions. Pursuant to U.S. Federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gain/loss are included in or are a reduction of ordinary income for federal income tax purposes. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of the securities. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and losses are recorded as unrealized foreign currency gain or loss. The Fund records realized gains or losses on delivery of the currency or at the time the forward contract is extinguished (compensated) by entering into a closing transaction prior to delivery.
F. Federal Income Tax Policy — It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required.
G. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.
H. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
13
Morgan Stanley Health Sciences Trust
Notes to Financial Statements July 31, 2003 continued
2. Investment Management Agreement
Pursuant to an Investment Management Agreement, the Fund pays a management fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined at the close of each business day: 1.0% to the portion of daily net assets not exceeding $500 million; 0.95% to the portion of daily net assets exceeding $500 million but not exceeding $1 billion; and 0.925% to the portion of daily net assets in excess of $1 billion.
3. Plan of Distribution
Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A – up to 0.25% of the average daily net assets of Class A; (ii) Class B – 1.0% of the lesser of: (a) the average daily aggregate gross sales of the Class B shares since the inception of the Fund (not including reinvestment of dividend or capital gain distributions) less the average daily aggregate net asset value of the Class B shares redeemed since the Fund's inception upon which a contingent deferred sales charge has been imposed or waived; or (b) the average daily net assets of Class B; and (iii) Class C – up to 1.0% of the average daily net assets of Class C.
In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $13,616,301 at July 31, 2003.
In the case of Class A shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily net assets of Class A or Class C, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors or other selected broker-dealer representatives may be reimbursed in the subsequent calendar year. For the year ended July 31, 2003, the distribution fee was accrued for Class A shares and Class C shares at the annual rate of 0.24% and 1.0%, respectively.
The Distributor has informed the Fund that for the year ended July 31, 2003, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares, Class B shares and Class C shares of $554, $887,130 and $6,783, respectively and received $80,184 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges which are not an expense of the Fund.
14
Morgan Stanley Health Sciences Trust
Notes to Financial Statements July 31, 2003 continued
4. Security Transactions and Transactions with Affiliates
The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the year ended July 31, 2003, aggregated $401,299,705 and $484,989,612, respectively. Included in the aforementioned are purchases and sales with other Morgan Stanley Funds of $640,088 and $282,768, respectively including a net realized loss of $29,411.
For the year ended July 31, 2003, the Fund incurred brokerage commissions of $130,365 with Morgan Stanley & Co., Inc., an affiliate of the Investment Manager and Distributor, for portfolio transactions executed on behalf of the Fund.
At July 31, 2003, Morgan Stanley Funds of Funds – Domestic Portfolio, an affiliate of the Investment Manager and Distributor, held 95,057 Class D shares of beneficial interest of the Fund.
Morgan Stanley Trust, an affiliate of the Investment Manager and Distributor, is the Fund's transfer agent. At July 31, 2003, the Fund had transfer agent fees and expenses payable of approximately $6,100.
The Fund has an unfunded noncontributory defined benefit pension plan covering all independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on years of service and compensation during the last five years of service. Aggregate pension costs for the year ended July 31, 2003 included in Trustees' fees and expenses in the Statement of Operations amounted to $6,102. At July 31, 2003, the Fund had an accrued pension liability of $50,908 which is included in accrued expenses in the Statement of Assets and Liabilities.
15
Morgan Stanley Health Sciences Trust
Notes to Financial Statements July 31, 2003 continued
5. Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:
| | | | | | | | | | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, 2003 | | FOR THE YEAR ENDED JULY 31, 2002 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT |
CLASS A SHARES | | | | | | | | | | | | | | | | |
Sold | | | 246,785 | | | $ | 3,692,061 | | | | 720,948 | | | $ | 12,608,327 | |
Reinvestment of distributions | | | 2,359 | | | | 34,477 | | | | 8,044 | | | | 146,158 | |
Redeemed | | | (248,861 | ) | | | (3,727,569 | ) | | | (719,883 | ) | | | (12,155,103 | ) |
Net increase (decrease) – Class A | | | 283 | | | | (1,031 | ) | | | 9,109 | | | | 599,382 | |
CLASS B SHARES | | | | | | | | | | | | | | | | |
Sold | | | 3,603,818 | | | | 52,016,674 | | | | 10,367,754 | | | | 175,136,618 | |
Reinvestment of distributions | | | 112,363 | | | | 1,562,972 | | | | 479,263 | | | | 8,353,542 | |
Redeemed | | | (8,915,052 | ) | | | (125,533,704 | ) | | | (11,513,517 | ) | | | (183,209,448 | ) |
Net increase (decrease) – Class B | | | (5,198,871 | ) | | | (71,954,058 | ) | | | (666,500 | ) | | | 280,712 | |
CLASS C SHARES | | | | | | | | | | | | | | | | |
Sold | | | 329,685 | | | | 4,806,060 | | | | 648,326 | | | | 10,851,807 | |
Reinvestment of distributions | | | 5,061 | | | | 70,454 | | | | 18,449 | | | | 321,562 | |
Redeemed | | | (399,731 | ) | | | (5,660,851 | ) | | | (507,154 | ) | | | (8,074,519 | ) |
Net increase (decrease) – Class C | | | (64,985 | ) | | | (784,337 | ) | | | 159,621 | | | | 3,098,850 | |
CLASS D SHARES | | | | | | | | | | | | | | | | |
Sold | | | 493,927 | | | | 7,641,299 | | | | 1,671,059 | | | | 29,051,831 | |
Reinvestment of distributions | | | 1,641 | | | | 24,318 | | | | 5,696 | | | | 104,626 | |
Redeemed | | | (570,224 | ) | | | (8,808,513 | ) | | | (1,013,163 | ) | | | (17,788,312 | ) |
Net increase (decrease) – Class D | | | (74,656 | ) | | | (1,142,896 | ) | | | 663,592 | | | | 11,368,145 | |
Net increase (decrease) in Fund | | | (5,338,229 | ) | | $ | (73,882,322 | ) | | | 165,822 | | | $ | 15,347,089 | |
|
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.
16
Morgan Stanley Health Sciences Trust
Notes to Financial Statements July 31, 2003 continued
The tax character of distributions paid was as follows:
| | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, 2003 | | FOR THE YEAR ENDED JULY 31, 2002 |
Long-term capital gains | | $ | 1,884,726 | | | $ | 10,034,829 | |
|
As of July 31, 2003, the tax-basis components of accumulated earnings were as follows:
| | | | | | | | | | |
Net accumulated earnings | | | — | | | | | |
Capital loss carryforward* | | $ | (27,059,965 | ) |
Post-October losses | | | (9,115,286 | ) |
Temporary differences | | | (50,908 | ) |
Net unrealized appreciation | | | 127,888,592 | |
Total accumulated earnings | | $ | 91,662,433 | |
|
*As of July 31, 2003, the Fund had a net capital loss carryforward of $27,059,965 which will expire on July 31, 2011 to offset future capital gains to the extent provided by regulations.
As of July 31, 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 and permanent book/tax differences primarily attributable to a net operating loss. To reflect reclassifications arising from the permanent differences, paid-in-capital was charged $8,075,517, accumulated net investment loss was credited $8,043,792 and net realized loss was credited $31,725.
7. Purposes of and Risks Relating to Certain Financial Instruments
The Fund may enter into forward contracts to facilitate settlement of foreign currency denominated portfolio transactions or to manage foreign currency exposure associated with foreign currency denominated securities.
Forward contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rates underlying the forward contracts. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
At July 31, 2003, there were no outstanding forward contracts.
17
Morgan Stanley Health Sciences Trust
Financial Highlights
Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:
| | | | | | | | | | | | | | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, | |
| | 2003 | | 2002 | | 2001 | | 2000 | | 1999 |
Class A Shares |
Selected Per Share Data: |
Net asset value, beginning of period | | $ | 14.88 | | | $ | 18.14 | | | $ | 19.81 | | | $ | 13.39 | | | $ | 15.31 | |
Income (loss) from investment operations: |
Net investment loss‡ | | | (0.13 | ) | | | (0.15 | ) | | | (0.13 | ) | | | (0.13 | ) | | | (0.10 | ) |
Net realized and unrealized gain (loss) | | | 2.67 | | | | (2.87 | ) | | | 1.04 | | | | 7.51 | | | | 1.59 | |
Total income (loss) from investment operations | | | 2.54 | | | | (3.02 | ) | | | 0.91 | | | | 7.38 | | | | 1.49 | |
Less distributions from net realized gain | | | (0.05 | ) | | | (0.24 | ) | | | (2.58 | ) | | | (0.96 | ) | | | (3.41 | ) |
Net asset value, end of period | | $ | 17.37 | | | $ | 14.88 | | | $ | 18.14 | | | $ | 19.81 | | | $ | 13.39 | |
Total Return† | | | 17.14 | % | | | (16.88) | % | | | 3.65 | % | | | 58.44 | % | | | 10.03 | % |
Ratios to Average Net Assets(1): |
Expenses | | | 1.50 | % | | | 1.44 | % | | | 1.35 | % | | | 1.45 | % | | | 1.47 | % |
Net investment loss | | | (0.83 | )% | | | (0.88 | )% | | | (0.66 | )% | | | (0.79) | % | | | (0.74 | )% |
Supplemental Data: |
Net assets, end of period, in thousands | | | $12,091 | | | | $10,354 | | | | $12,455 | | | | $8,996 | | | | $707 | |
Portfolio turnover rate | | | 82 | % | | | 84 | % | | | 145 | % | | | 191 | % | | | 148 | % |
|
| ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
| † | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. |
| (1) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
18
Morgan Stanley Health Sciences Trust
Financial Highlights continued
| | | | | | | | | | | | | | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, | |
| | 2003 | | 2002 | | 2001 | | 2000 | | 1999 |
Class B Shares |
Selected Per Share Data: |
Net asset value, beginning of period | | $ | 14.21 | | | $ | 17.46 | | | $ | 19.30 | | | $ | 13.17 | | | $ | 15.22 | |
Income (loss) from investment operations: |
Net investment loss‡ | | | (0.23 | ) | | | (0.27 | ) | | | (0.27 | ) | | | (0.24 | ) | | | (0.21 | ) |
Net realized and unrealized gain (loss) | | | 2.52 | | | | (2.74 | ) | | | 1.01 | | | | 7.33 | | | | 1.57 | |
Total income (loss) from investment operations | | | 2.29 | | | | (3.01 | ) | | | 0.74 | | | | 7.09 | | | | 1.36 | |
Less distributions from net realized gain | | | (0.05 | ) | | | (0.24 | ) | | | (2.58 | ) | | | (0.96 | ) | | | (3.41 | ) |
Net asset value, end of period | | $ | 16.45 | | | $ | 14.21 | | | $ | 17.46 | | | $ | 19.30 | | | $ | 13.17 | |
Total Return† | | | 16.18 | % | | | (17.48 | )% | | | 2.81 | % | | | 57.16 | % | | | 9.12 | % |
Ratios to Average Net Assets(1): | | | | | | | | | | | | | | | | | | | | |
Expenses | | | 2.26 | % | | | 2.20 | % | | | 2.16 | % | | | 2.20 | % | | | 2.27 | % |
Net investment loss | | | (1.59) | % | | | (1.64 | )% | | | (1.47 | )% | | | (1.54 | )% | | | (1.54 | )% |
Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period, in thousands | | | $505,403 | | | | $510,208 | | | | $638,640 | | | | $519,365 | | | | $295,446 | |
Portfolio turnover rate | | | 82 | % | | | 84 | % | | | 145 | % | | | 191 | % | | | 148 | % |
|
| ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
| † | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. |
| (1) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
19
Morgan Stanley Health Sciences Trust
Financial Highlights continued
| | | | | | | | | | | | | | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, | |
| | 2003 | | 2002 | | 2001 | | 2000 | | 1999 |
Class C Shares |
Selected Per Share Data: | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 14.21 | | | $ | 17.46 | | | $ | 19.30 | | | $ | 13.18 | | | $ | 15.23 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | |
Net investment loss‡ | | | (0.23 | ) | | | (0.27 | ) | | | (0.27 | ) | | | (0.25 | ) | | | (0.21 | ) |
Net realized and unrealized gain (loss) | | | 2.53 | | | | (2.74 | ) | | | 1.01 | | | | 7.33 | | | | 1.57 | |
Total income (loss) from investment operations | | | 2.30 | | | | (3.01 | ) | | | 0.74 | | | | 7.08 | | | | 1.36 | |
Less distributions from net realized gain | | | (0.05 | ) | | | (0.24 | ) | | | (2.58 | ) | | | (0.96 | ) | | | (3.41 | ) |
Net asset value, end of period | | $ | 16.46 | | | $ | 14.21 | | | $ | 17.46 | | | $ | 19.30 | | | $ | 13.18 | |
Total Return† | | | 16.09 | % | | | (17.37 | )% | | | 2.80 | % | | | 57.04 | % | | | 9.13 | % |
Ratios to Average Net Assets(1): | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | 2.26 | % | | | 2.20 | % | | | 2.16 | % | | | 2.20 | % | | | 2.27 | % |
Net investment loss | | | (1.59 | )% | | | (1.64 | )% | | | (1.47 | )% | | | (1.54 | )% | | | (1.54 | )% |
Supplemental Data: | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period, in thousands | | | $23,398 | | | | $21,124 | | | | $23,178 | | | | $14,048 | | | | $1,562 | |
Portfolio turnover rate | | | 82 | % | | | 84 | % | | | 145 | % | | | 191 | % | | | 148 | % |
|
| ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
| † | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. |
| (1) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
20
Morgan Stanley Health Sciences Trust
Financial Highlights continued
| | | | | | | | | | | | | | | | | | | | | | |
| | FOR THE YEAR ENDED JULY 31, | |
| | 2003 | | 2002 | | 2001 | | 2000 | | 1999 |
Class D Shares |
Selected Per Share Data: | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 15.07 | | | $ | 18.32 | | | $ | 19.96 | | | $ | 13.46 | | | $ | 15.35 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | |
Net investment loss‡ | | | (0.09 | ) | | | (0.11 | ) | | | (0.09 | ) | | | (0.10 | ) | | | (0.09 | ) |
Net realized and unrealized gain (loss) | | | 2.70 | | | | (2.90 | ) | | | 1.03 | | | | 7.56 | | | | 1.61 | |
Total income (loss) from investment operations | | | 2.61 | | | | (3.01 | ) | | | 0.94 | | | | 7.46 | | | | 1.52 | |
Less distributions from net realized gain | | | (0.05 | ) | | | (0.24 | ) | | | (2.58 | ) | | | (0.96 | ) | | | (3.41 | ) |
Net asset value, end of period | | $ | 17.63 | | | $ | 15.07 | | | $ | 18.32 | | | $ | 19.96 | | | $ | 13.46 | |
Total Return† | | | 17.38 | % | | | (16.66 | )% | | | 3.79 | % | | | 58.74 | % | | | 10.22 | % |
Ratios to Average Net Assets(1): | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | 1.26 | % | | | 1.20 | % | | | 1.16 | % | | | 1.20 | % | | | 1.27 | % |
Net investment loss | | | (0.59 | )% | | | (0.64 | )% | | | (0.47 | )% | | | (0.54 | )% | | | (0.54 | )% |
Supplemental Data: | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period, in thousands | | | $24,492 | | | | $22,058 | | | | $14,660 | | | | $3,260 | | | | $1,485 | |
Portfolio turnover rate | | | 82 | % | | | 84 | % | | | 145 | % | | | 191 | % | | | 148 | % |
|
| ‡ | The per share amounts were computed using an average number of shares outstanding during the period. |
| † | Calculated based on the net asset value as of the last business day of the period. |
| (1) | Reflects overall Fund ratios for investment income and non-class specific expenses. |
See Notes to Financial Statements
21
Morgan Stanley Health Sciences Trust
Independent Auditors' Report
To the Shareholders and Board of Trustees of
Morgan Stanley Health Sciences Trust:
We have audited the accompanying statement of assets and liabilities of Morgan Stanley Health Sciences Trust (the "Fund"), including the portfolio of investments, as of July 31, 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 five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 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 Health Sciences Trust as of July 31, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
New York, New York
September 10, 2003
2003 Federal Tax Notice (unaudited)
During the fiscal year ended July 31, 2003, the Fund paid to its shareholders $0.05 per share from long-term capital gains. The entire distribution was attributable to pre-May 6 capital gains.
22
Morgan Stanley Health Sciences Trust
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. |
|
23
Morgan Stanley Health Sciences Trust
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 (60) 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 (70) 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.
|
|
24
Morgan Stanley Health Sciences Trust
Trustee and Officer Information continued
Interested 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 |
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 (59) 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). |
25
Morgan Stanley Health Sciences Trust
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 (49) 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). |
|
26
Morgan Stanley Health Sciences Trust
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 Smith (37) 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. |
27
| | |
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 Smith Treasurer and Chief Financial Officer Thomas F. Caloia Vice President Mary E. Mullin Secretary Transfer Agent Morgan Stanley Trust Harborside Financial Center, Plaza Two Jersey City, New Jersey 07311 Independent Auditors Deloitte & Touche LLP Two World Financial Center New York, New York 10281 Investment Manager Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing. Investments and services offered through Morgan Stanley DW Inc., member SIPC. Morgan Stanley Distributors Inc., member NASD. © 2003 Morgan Stanley
37956RPT-12127I03-OP-9/03 | | |
Morgan Stanley Health Sciences Trust
Annual Report July 31, 2003
|
|
Item 2. Code of Ethics.
(a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party.
(b) No information need be disclosed pursuant to this paragraph.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f)
(1) The Fund's Code of Ethics is attached hereto as Exhibit A.
(2) Not applicable.
(3) Not applicable.
Item 3. Audit Committee Financial Expert.
The Fund's Board of Trustees has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Trustees: Dr. Manuel H. Johnson and Joseph J. Kearns. Under
applicable securities laws, a person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose, including
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee
financial expert does not impose on such person any duties, obligations, or
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a member of the audit committee and Board of Trustees
in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services
Applicable only for reports covering fiscal years ending on or after December
15, 2003.
Item 5. Audit Committee of Listed Registrants.
Applicable only for reports covering periods ending on or after the earlier of
(i) the first annual shareholder meeting after January 15, 2004 or (ii) October
31, 2004.
Item 6. [Reserved.]
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Applicable only to annual reports filed by closed-end funds.
Item 8. [Reserved.]
Item 9 - Controls and Procedures
(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-CSR
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.
There were no significant changes or corrective actions with regard to
significant deficiencies or material weaknesses in the Fund's internal controls
or in other factors that could significantly affect the Fund's internal controls
subsequent to the date of their evaluation.
(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
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.
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 Health Science Trust
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
September 22, 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.
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
September 22, 2003
/s/ Francis Smith
Francis Smith
Principal Financial Officer
September 22, 2003
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 Health Science Trust
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
December 8, 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.
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
December 8, 2003
/s/ Francis Smith
Francis Smith
Principal Financial Officer
December 8, 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).
4
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
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
5
the Covered Officer would benefit personally (directly or
indirectly) to the detriment of the Fund;
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;
6
o each Covered Officer must not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others,
whether within or outside the 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 Health Sciences
Trust;
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-3(c) under the Investment Company Act of 1940) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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) Omitted.]
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
d) disclosed in this report any change 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; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
13
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: September 22, 2003
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
14
EXHIBIT 10 B2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
CERTIFICATIONS
I, Francis Smith, certify that:
6. I have reviewed this report on Form N-CSR of Morgan Stanley Health Sciences
Trust;
7. 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;
8. 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;
9. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the
registrant and have:
b) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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) Omitted.]
e) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
f) disclosed in this report any change 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; and
10. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
c) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
15
d) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: September 22, 2003
/s/ Francis Smith
Francis Smith
Principal Financial Officer
16
EXHIBIT 10 B3
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 Health Sciences
Trust;
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-3(c) under the Investment Company Act of 1940) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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) Omitted.]
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
d) disclosed in this report any change 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; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
17
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: December 8, 2003
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
18
EXHIBIT 10 B4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
CERTIFICATIONS
I, Francis Smith, certify that:
6. I have reviewed this report on Form N-CSR of Morgan Stanley Health Sciences
Trust;
7. 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;
8. 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;
9. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the
registrant and have:
b) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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) Omitted.]
e) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
f) disclosed in this report any change 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; and
10. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
c) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
19
d) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
Date: December 8, 2003
/s/ Francis Smith
Francis Smith
Principal Financial Officer
20
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 Health Sciences Trust
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended July 31, 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: September 22, 2003 /s/ Ronald E. Robison
---------------------------
Ronald E. Robison
Principal Executive Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Health Sciences Trust and will be retained by Morgan
Stanley Health Sciences Trust and furnished to the Securities and Exchange
Commission or its staff upon request.
21
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 Health Sciences Trust
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended July 31, 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: September 22, 2003 /s/ Francis Smith
----------------------
Francis Smith
Principal Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Health Sciences Trust and will be retained by Morgan
Stanley Health Sciences Trust and furnished to the Securities and Exchange
Commission or its staff upon request.
22
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 Health Sciences Trust
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended July 31, 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: December 8, 2003 /s/ Ronald E. Robison
---------------------------
Ronald E. Robison
Principal Executive Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Health Sciences Trust and will be retained by Morgan
Stanley Health Sciences Trust and furnished to the Securities and Exchange
Commission or its staff upon request.
23
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 Health Sciences Trust
In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended July 31, 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: December 8, 2003 /s/ Francis Smith
----------------------
Francis Smith
Principal Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Health Sciences Trust and will be retained by Morgan
Stanley Health Sciences Trust and furnished to the Securities and Exchange
Commission or its staff upon request.
24