UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| CONFIDENTIAL, FOR USE OF
|_| Definitive Proxy Statement THE COMMISSION ONLY (AS
|_| Definitive Additional Materials PERMITTED BY RULE 14A-6(e)(2))
|_| Soliciting Material Pursuant to
Section 240.14a-12
MORGAN STANLEY FUND OF FUNDS
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(Names of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by the registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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MORGAN STANLEY FUND OF FUNDS
INTERNATIONAL PORTFOLIO
C/O MORGAN STANLEY TRUST
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NJ 07311
TOLL FREE (800) 869-NEWS
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AUGUST 16, 2004
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Notice is hereby given that a Special Meeting of Shareholders of the
International Portfolio (the "Portfolio") of MORGAN STANLEY FUND OF FUNDS (the
"Fund") will be held at 1221 Avenue of the Americas, 5th Floor, New York NY
10020 in the South Conference Room, on Monday, August 16, 2004 (the "Meeting")
at 9:30 a.m., Eastern Time, for the following purposes:
1. To approve or disapprove a Plan of Liquidation and Dissolution
pursuant to which the Portfolio's assets will be liquidated, known
liabilities satisfied and remaining proceeds distributed to Shareholders
(the "Plan"); and
2. To consider and act upon any other matters which may properly come
before the Meeting or any adjournments thereof.
Shareholders of record of the Portfolio at the close of business on May 24,
2004 are entitled to notice of, and to vote at, the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. You may also vote by telephone or via the Internet in the manner
indicated in the enclosed proxy.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Portfolio's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies they are entitled to vote in favor of
the Plan and will vote against any such adjournment those proxies to be voted
against the Plan.
By order of the Board of Trustees,
MARY E. MULLIN
Secretary
June 4, 2004
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IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY OR BY VOTING BY
TELEPHONE OR VIA THE INTERNET IN THE MANNER INDICATED IN THE ENCLOSED PROXY. IF
YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY, OR VOTE BY TELEPHONE OR VIA INTERNET IN THE MANNER INDICATED IN
THE ENCLOSED PROXY, IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR
APPROVAL OF THE PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE
PORTFOLIO'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING
PROCEEDS DISTRIBUTED TO SHAREHOLDERS.
YOUR VOTE IS IMPORTANT
MORGAN STANLEY FUND OF FUNDS
INTERNATIONAL PORTFOLIO
C/O MORGAN STANLEY TRUST
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NJ 07311
TOLL FREE (800) 869-NEWS
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 16, 2004
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Trustees") of Morgan Stanley Fund of
Funds (the "Fund") for use at the Special Meeting of Shareholders of the
International Portfolio of the Fund (the "Portfolio") to be held on August 16,
2004, and at any adjournments thereof (the "Meeting") for the purposes set forth
in the accompanying Notice of Special Meeting of Shareholders (the "Notice of
Special Meeting"). The first mailing of this Proxy Statement is expected to be
made on or about June 4, 2004.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of the Plan, as set forth in the
attached Notice of Special Meetings. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of the Fund, execution and delivery of a later dated proxy to the
Secretary of the Fund (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in and
of itself revoke a proxy.
The holders of shares ("Shareholders") of the International Portfolio as of
the close of business on May 24, 2004, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for a
fractional share. As of May 24, 2004, the International Portfolio had _____
shares outstanding.
The table below sets forth the owners of 5% or more of the shares of the
Portfolio on the Record Date. The percentage ownership of shares of the
Portfolio changes from time to time depending on purchases and redemptions by
Shareholders and the total number of shares outstanding.
PERCENTAGE OF
SHAREHOLDER NUMBER OF SHARES OUTSTANDING SHARES
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[TO BE PROVIDED]
CLASS A
CLASS B
CLASS C
CLASS D
PROXIES
All costs of the Meeting, including, but not limited to, the preparation
and mailing of proxy materials and the solicitation of proxies, will be borne by
Morgan Stanley Investment Advisors Inc., the Fund's investment manager (the
"Investment Manager"). The solicitation of proxies will be by mail, which may be
supplemented by solicitation by telephone or otherwise through Trustees and
officers of the Fund and officers and regular employees of certain affiliates of
the Fund, including Morgan Stanley Services Company Inc., Morgan Stanley DW Inc.
and Morgan Stanley Trust, without special compensation.
As described below, the Fund will employ Alamo Direct Mail Services Inc.
("Alamo") to make telephone calls to Shareholders to remind them to vote. In
addition, the Fund may also employ Alamo or D.F. King & Co., Inc. ("D.F. King")
as proxy solicitor if it appears that the required number of votes to achieve
quorum will not be received. In the event of a solicitation by Alamo or D.F.
King, the Investment Manager would pay the solicitor a project management fee
not to exceed $3,000 and the expenses outlined below.
Shareholders will be able to vote their shares by touchtone telephone or by
Internet by following the instructions on the proxy card or on the Voting
Information Card accompanying this Proxy Statement. To vote by Internet or by
telephone, Shareholders can access the website or call the toll-free number
listed on the proxy card or noted in the enclosed voting instructions.
In certain instances Morgan Stanley Trust, Alamo and/or D.F. King may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any proposal other than to refer to the
recommendations of the Board. The Fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions. To
ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a Shareholder's
vote may be taken by telephone, each Shareholder will receive a copy of this
Proxy Statement and may vote by mail using the enclosed proxy card or by
touchtone telephone or the Internet as indicated in the enclosed proxy. The last
proxy vote received in time to be voted, whether by proxy card, touchtone
telephone or Internet, will be the last vote that is counted and will revoke all
previous votes by the Shareholder. With respect to recorded telephone calls by
Alamo reminding Shareholders to vote, expenses would be approximately $1.00 per
outbound telephone contact. With respect to the solicitation of a telephonic
vote by Alamo or D.F. King, approximate additional expenses would range between
$3.75 and $6.00 per telephone vote transacted, $2.75 and $3.25 per outbound or
inbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers and providing additional materials upon Shareholder request,
which would be borne by the Investment Manager.
(1) APPROVAL OR DISAPPROVAL OF A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO
WHICH THE PORTFOLIO'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND
REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS.
BACKGROUND
The Fund commenced operations on November 25, 1997 and since that date
through December 31, 2003, the International Portfolio's net assets have grown
to only $72.9 million. The anticipated growth of the Portfolio's assets through
increased sales of shares has not been achieved.
The Investment Manager believes it is unlikely that the Portfolio will
experience material growth in assets in the foreseeable future. Because of the
inefficiencies, higher costs and disadvantageous economies of scale attendant
with the Portfolio's small asset base, the Investment Manager has concluded that
it would be in the best interests of the Portfolio and its Shareholders to
liquidate the Portfolio and has recommended that this course of action be
considered by the Trustees.
At a meeting on April 22, 2004, the Trustees considered whether it would be
appropriate and in the best interests of the Portfolio and its Shareholders to
liquidate the Portfolio and, after careful consideration of the matter, the
Trustees approved the liquidation and termination of the Portfolio pursuant to
the terms of a Plan of Liquidation and Dissolution (the "Plan"), a copy of which
is attached as Exhibit A. The Trustees also directed that the Plan be submitted
to the Portfolio's Shareholders for approval. In evaluating the Plans, the
Trustees considered a number of factors, including the amount of the Portfolio's
total assets, the Portfolio's expense ratio and the likelihood that additional
sales of the Portfolio's shares could increase the assets to a more viable
level. The Trustees also considered the likelihood of finding a suitable
candidate for a merger with the Portfolio. Based on consideration of the
foregoing and all other factors deemed relevant by it, the Trustees determined
that approval of the Plans was in the best interests of the Portfolio and its
Shareholders.
2
Effective April 30, 2004, the Fund ceased offering shares of the Portfolio.
If Shareholders of the Portfolio fail to approve the Plan, the Portfolio
will not be liquidated and will continue to operate and be managed in accordance
with the investment objective and policies of the Portfolio as currently in
effect. However, in such case, the Trustees would determine what alternative
action, if any, should be taken.
DESCRIPTION OF THE PLAN
The Plan will become effective on the date of its approval by Shareholders
(the "Effective Date"). Following Shareholder approval, the Portfolio will, as
soon as reasonable and practicable after the Effective Date, complete the sale
of the portfolio securities it holds in order to convert its assets to cash and
will not engage in any business activity except for the purpose of winding up
its business and affairs, preserving the value of its assets and distributing
assets to Shareholders after the payment to (or reservation of assets for
payment to) all creditors of the Portfolio. After the distribution of assets to
Shareholders, the Portfolio will be dissolved in accordance with the Plan and
Massachusetts law. The Plan provides that the Trustees may authorize such
variations from, or amendments to, the provisions of the Plan as may be
necessary or appropriate to effect the dissolution, complete liquidation and
termination of the existence of the Portfolio in accordance with the purposes
intended to be accomplished by the Plan.
As soon as practicable after the Effective Date, and in any event within 60
days thereafter, the Portfolio will mail to each Shareholder of record who has
not redeemed its shares a liquidating distribution equal to the Shareholder's
proportionate interest in the remaining assets of the Portfolio and information
concerning the sources of the liquidating distribution.
Except as may be otherwise agreed to between the Portfolio and the
Investment Manager, all expenses incurred by or allocable to the Portfolio in
carrying out the Plan and dissolving the Portfolio shall be borne by the
Investment Manager.
If a Shareholder of the Portfolio's Class B shares or Class C shares would
be subject to a contingent deferred sales charge (a "CDSC") upon the sale of
such shares, the Portfolio will waive any such CDSC in connection with the
liquidation of the Portfolio pursuant to the Plan. The adoption of the Plan will
not affect the right of Shareholders to redeem shares of the Portfolio prior to
the Portfolio's liquidation at its then current net asset value per share;
however, any applicable CDSC would not be waived in such a case.
All officers of the Portfolio, as well as all entities serving the
Portfolio, will continue in their present positions and capacities until such
time as the Portfolio is liquidated and dissolved.
The Plan provides for the termination of the Portfolio under the laws of
The Commonwealth of Massachusetts. The Fund intends to ?le an appropriate notice
of termination with the Office of the Secretary of State of Massachusetts. Such
notice will state that the Trustees approved the termination of the Portfolio
pursuant to the Plan and will specify the exact date of termination.
Massachusetts law does not provide rights of appraisal or similar rights of
dissent to Shareholders with respect to the proposed liquidation and
termination.
GENERAL INCOME TAX CONSEQUENCES
The following is only a general summary of the U.S. federal income tax
consequences of the Plan and is limited in scope. This summary is based on the
federal tax laws and regulations in effect on the date of this Proxy Statement,
all of which are subject to change by legislative or administrative action,
possibly with retroactive effect. While this summary discusses the effect of
certain federal income tax provisions on the Portfolio resulting from its
liquidation and dissolution, the Portfolio has not sought a ruling from the
Internal Revenue Service (the "IRS") with respect to the liquidation and
dissolution of the Portfolio. The statements below are, therefore, not binding
upon the IRS, and there can be no assurance that the IRS will concur with this
summary or that the tax consequences to any Shareholder upon receipt of a
liquidating distribution will be as set forth below.
While this summary addresses some of the U.S. federal income tax
consequences of the Plan, neither state nor local tax consequences of the Plan
are discussed. Implementing the Plan may impose unanticipated tax consequences
on Shareholders and affect Shareholders differently, depending on their
particular tax situations independent of the Plan. SHAREHOLDERS SHOULD CONSULT
WITH THEIR OWN TAX ADVISERS REGARDING THE APPLICATION OF CURRENT U.S. FEDERAL
INCOME TAX LAWS TO THEIR PARTICULAR SITUATION AND WITH RESPECT TO STATE, LOCAL
AND OTHER TAX CONSEQUENCES OF THE PLAN.
3
Prior to or on the last day of the Portfolio's final taxable year, the
Trustees may authorize capital gain dividend that would be distributed in
addition to the final liquidation distribution. (The Portfolio had accumulated
net realized losses as of April 30, 2004 and does not currently expect to
realize significant net gains on the sale of assets in connection with the
liquidation. Therefore, it is currently expected that Shareholders will not
receive a capital gains dividend.) Within 60 days after the close of the
Portfolio's final taxable year, the Portfolio will notify Shareholders as to the
amount of any capital gain dividend, as well as the final liquidation
distribution.
The Portfolio expects to retain its qualification as a regulated investment
company ("RIC") under the Internal Revenue Code of 1986, as amended (the
"Code"), during the liquidation period and, therefore, expects to not be taxed
on any of its net capital gains realized from the sale of its assets or ordinary
income earned that it timely distributes to Shareholders. In the unlikely event
that the Portfolio should lose its status as a RIC during the liquidation
process, the Portfolio would be subject to taxes which would reduce any or all
of the types of liquidating distributions, and result in the inability of the
Portfolio to pass through credits against foreign taxes paid.
The Portfolio anticipates that it will generally report the amount received
upon liquidation (i.e., the final liquidation distribution) for federal income
tax purposes as full payment in exchange for the Shareholder's shares. Assuming
the final liquidation distribution constitutes such a payment for federal income
tax purposes, it will be treated as a taxable sale and will have the following
consequences: A Shareholder who is a U.S. citizen or resident or otherwise
subject to U.S. income taxes will be taxed only to the extent the amount of the
balance of the distribution exceeds his or her adjusted tax basis in such
shares; if the amount received is less than his or her adjusted tax basis, the
Shareholder will realize a loss. The Shareholder's gain or loss will generally
be a capital gain or capital loss if such shares are held as capital assets. If
such shares, which are held as capital assets, are held for more than one year,
then any gain or loss will generally constitute a long-term capital gain or
long-term capital loss, as the case may be. If the Shareholder held the shares
for not more than one year, any gain or loss will be a short-term capital gain
or loss and will be taxed at ordinary income tax rates. The ability to deduct
capital losses may be limited.
Corporate Shareholders should note that there is no preferential federal
income tax rate applicable to capital gains for corporations under the Code.
Accordingly, all income recognized by a corporate Shareholder pursuant to the
liquidation of the Portfolio, regardless of its character as capital gains or
ordinary income, will be subject to tax at the same federal income tax rate.
Under certain provisions of the Code, some Shareholders may be subject to a
backup withholding tax ("backup withholding") on the liquidating distribution
(including any capital gain dividend or the distribution treated as payment for
shares, as described above). Generally, Shareholders subject to backup
withholding will be those for whom no taxpayer identification number is on file
with the Portfolio, those who, to the Portfolio's knowledge, have furnished an
incorrect number, and those with respect to whom the Portfolio has been notified
by the IRS as having under-reported their federal tax liability. An individual's
taxpayer identification number is his or her social security number. Certain
Shareholders specified in the Code may be exempt from backup withholding. The
backup withholding tax is not an additional tax and may be credited against a
taxpayer's federal income tax liability.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS OF THE PORTFOLIO
APPROVE THE PLAN OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE PORTFOLIO.
REQUIRED VOTE
Approval of the Plan is to be determined by the vote of a majority of the
outstanding shares of the Portfolio as defined under the Investment Company Act
of 1940, as amended, which means an affirmative vote of the lesser of (1) a
majority of the outstanding shares of the Portfolio, or (2) 67% or more of the
shares of the Portfolio represented at the Meeting if more than 50% of the
outstanding shares of the Portfolio are present or represented by proxy.
SHAREHOLDER PROPOSALS
The Portfolio does not hold regular Shareholders' meetings. Proposals of
Shareholders of the Portfolio intended to be presented at the next meeting of
Shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
REPORTS TO SHAREHOLDERS
The Fund's most recent Annual Report for its most recent fiscal year has
been sent previously to Shareholders and is available without charge upon
request by calling (800) 869-NEWS.
4
OTHER BUSINESS
The management of the Fund knows of no other matters which may be presented
at the Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote all shares that they are entitled to vote on any such matter, utilizing
such proxy in accordance with their best judgment on such matters.
By order of the Board of Trustees,
MARY E. MULLIN
Secretary
5
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of the
International Portfolio (the "Portfolio"), a series of Morgan Stanley Fund of
Funds (the "Fund"), a trust organized and existing under the laws of The
Commonwealth of Massachusetts, which has operated as an open-end diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), is intended to accomplish the
complete liquidation and dissolution of the Portfolio in conformity with the
provisions of the Fund's Declaration of Trust dated July 3, 1997, as amended
(the "Declaration"), and under Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Portfolio and its Shareholders to
liquidate and to dissolve the Portfolio, and the Board, on April 22, 2004,
considered the matter and determined to recommend the termination of the
Portfolio pursuant to this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of Shareholders
of the Portfolio ("Meeting") called for the purpose of voting upon the
Plan. Approval of the Plan is to be determined by the vote of a
majority of the outstanding shares of the Portfolio as defined under
the Investment Company Act, which means an affirmative vote of the
lesser of (1) a majority of the outstanding shares of the Portfolio, or
(2) 67% or more of the shares of the Fund represented at the Meeting if
more than 50% of the outstanding shares of the Portfolio are present or
represented by proxy. The date of such adoption and approval of the
Plan by Shareholders is hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Portfolio shall be
liquidated and dissolved pursuant to applicable provisions of
Massachusetts law.
3. Cessation of Business. After the Effective Date, the Portfolio shall
not engage in any business activities except for the purpose of winding
up its business and affairs, preserving the value of its assets and
distributing its assets to Shareholders in accordance with the
provisions of this Plan after the payment to (or reservation of assets
for payment to) all creditors of the Portfolio; provided that the
Portfolio shall, prior to the making of the final liquidating
distribution, continue to honor requests for the redemption of shares
and may, as determined to be appropriate by the Board, make payment of
dividends and other distributions to Shareholders and permit the
reinvestment thereof in additional shares.
4. Liquidation of Assets. The Portfolio shall cause the liquidation of
its assets to cash form as soon as is practicable consistent with the
terms of the Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Portfolio shall determine and pay (or reserve sufficient amounts to
pay) the amount of all known or reasonably ascertainable liabilities of
the Portfolio incurred or expected to be incurred prior to the date of
the liquidating distribution provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, the Portfolio will mail the following to each Shareholder of
record who has not redeemed its shares: (i) a liquidating distribution
equal to the Shareholder's proportionate interest in the remaining
assets of the Portfolio (after the payments and creation of the
reserves contemplated by Section 5 above), and (ii) information
concerning the sources of the liquidating distribution.
7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to between the Portfolio and its investment manager, Morgan
Stanley Investment Advisors Inc., all expenses incurred by or
allocable to the Portfolio in carrying out this Plan and dissolving
the Portfolio shall be borne by Morgan Stanley Investment Advisors
Inc.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Portfolio, shall have
authority to do or authorize any and all acts and things as provided
for in this Plan and any and all such further acts and things as they
may consider necessary or desirable to carry out the purposes of this
Plan, including without limitation, the execution and filing of all
certificates,
A-1
documents, information returns, tax returns, forms, and other papers
which may be necessary or appropriate to implement this Plan or which
may be required by the provisions of the Investment Company Act, the
Securities Act of 1933, as amended, and applicable Massachusetts law.
The death, resignation or other disability of any Trustee or any
officer of the Portfolio shall not impair the authority of the
surviving or remaining Trustees or officers to exercise any of the
powers provided for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan
(other than the terms of the liquidating distribution) as may be
necessary or appropriate to effect the dissolution, complete
liquidation and termination of existence of the Portfolio, and the
distribution of assets to Shareholders in accordance with the purposes
intended to be accomplished by this Plan.
A-2
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE
IT AT HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR
WEBSITE: https://vote.proxy-direct.com
3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
4. DO NOT MAIL YOUR PROXY CARD WHEN
YOU VOTE BY PHONE OR INTERNET.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PROXY MORGAN STANLEY FUND OF FUNDS PROXY
INTERNATIONAL PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 16, 2004
This Proxy Card is solicited by the Board of Trustees of the above-referenced
Fund.
The undersigned shareholder hereby appoints Stefanie V. Chang Yu, Joseph J.
McAlinden and Barry Fink, and each of them, as proxies for the undersigned, with
full power of substitution and resubstitution, and hereby instructs said
proxies, and each of them, to cast the votes attributable to the undersigned's
interest with respect to the International Portfolio as directed on the reverse
side at the Special Meeting of Shareholders of the International Portfolio of
Morgan Stanley Fund of Funds on August 16, 2004 at 9:30 a.m., Eastern time or
any adjournment thereof. The undersigned, by completing this form, does hereby
authorize the International Portfolio to exercise its discretion in voting upon
such other business as may properly come before the Meeting.
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED BY THE PORTFOLIO IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE VOTES
ATTRIBUTABLE TO THIS PROXY CARD WILL BE VOTED FOR THE PROPOSAL LISTED ON THE
REVERSE SIDE.
VOTE VIA THE INTERNET:
https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
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999 99999 999 999
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NOTE: Please sign exactly as your name
appears on this proxy card. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian
for a minor, please give full title as
such. If a corporation, please sign in
full corporate name and indicate the
signer's office. If a partner, sign in
the partnership name.
______________________________________
Signature
______________________________________
Signature (if held jointly)
______________________________________
Date
(Please see reverse side)
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).
PLEASE MARK VOTES AS IN THIS EXAMPLE: |X|
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
FOLLOWING PROPOSAL.
1. Approval of a Plan of Liquidation and Dissolution pursuant to which the
International Portfolio's assets will be liquidated, known liabilities satisfied
and remaining proceeds distributed to Shareholders.
FOR AGAINST ABSTAIN
| | | | | |
SIGN THE PROXY CARD ON THE REVERSE SIDE AND RETURN AS SOON AS POSSIBLE
IN THE ENCLOSED ENVELOPE.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY