UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
[ ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[ ] Definitive Additional Materials RULE 14A-6(E)(2))
[ ] Soliciting Material Pursuant
to Section 240.14a-12
MORGAN STANLEY LATIN AMERICAN GROWTH FUND
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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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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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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(3) Filing Party:
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(4) Date Filed:
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MORGAN STANLEY LATIN AMERICAN GROWTH FUND
c/o Morgan Stanley Trust
Harborside Financial Center, Plaza Two, Jersey City, NJ 07311
Toll Free (800) 869-NEWS
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 28, 2004
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Notice is hereby given that a Special Meeting of Shareholders of MORGAN
STANLEY LATIN AMERICAN GROWTH FUND (the "Fund") will be held at 1221 Avenue of
the Americas, 5th Floor, New York, NY 10020 in the North Conference Room, on
Tuesday, September 28, 2004 (the "Meeting") at 9:00 a.m., Eastern Time, for the
following purposes:
1. To approve or disapprove a Plan of Liquidation and Dissolution
pursuant to which the Fund's assets will be liquidated, known liabilities
satisfied and remaining proceeds distributed to Shareholders (the "Plan");
and
2. To consider and act upon any other matters which may properly come
before the Meeting or any adjournments thereof.
Shareholders of record of the Fund at the close of business on June 21,
2004 are entitled to notice of, and to vote at, the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. You may also vote by telephone or via the Internet in the manner
indicated in the enclosed proxy.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to the Fund, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the Fund's shares present in person or by proxy at the Meeting. The persons
named as proxies will vote in favor of such adjournment those proxies they are
entitled to vote in favor of the Plan and will vote against any such adjournment
those proxies to be voted against the Plan.
By order of the Board of Trustees,
MARY E. MULLIN
Secretary
July 7, 2004
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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 FUND'S
ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS
DISTRIBUTED TO SHAREHOLDERS.
YOUR VOTE IS IMPORTANT.
3
MORGAN STANLEY LATIN AMERICAN GROWTH FUND
C/O MORGAN STANLEY TRUST
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NJ 07311
TOLL FREE (800) 869-NEWS
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 28, 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 Latin
American Growth Fund (the "Fund") for use at the Special Meeting of Shareholders
of the Fund to be held on September 28, 2004, and at any adjournments thereof
(the "Meeting") for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders (the "Notice of Special Meeting"). The first mailing of
this Proxy Statement is expected to be made on or about July 7, 2004.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of the Plan. A proxy may be revoked at
any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Fund, execution and delivery of a later dated
proxy to the Secretary of the Fund (if returned and received in time to be
voted), or attendance and voting at the Meeting. Attendance at the Meeting will
not in and of itself revoke a proxy.
The holders of shares ("Shareholders") of the Fund as of the close of
business on June 21, 2004, the record date for the determination of Shareholders
entitled to notice of and to vote at the Meeting (the "Record Date"), are
entitled to one vote for each share held and a fractional vote for a fractional
share. As of June 21, 2004, the Record Date, the Fund had _______ shares
outstanding.
The table below sets forth the owners of 5% or more of the shares of the
Fund on the Record Date. The percentage ownership of shares of the Fund changes
from time to time depending on purchases and redemptions by Shareholders and the
total number of shares outstanding.
PERCENTAGE OF
SHAREHOLDER NUMBER OF SHARES OUTSTANDING SHARES
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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.
In certain instances Morgan Stanley Trust, Alamo and/or D.F. King may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as
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to how a Shareholder should vote on any proposal other than to refer to the
recommendations of the Board. The Fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions. To
ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a Shareholder's
vote may be taken by telephone, each Shareholder will receive a copy of this
Proxy Statement and may vote by mail using the enclosed proxy card or by
touchtone telephone or the Internet as indicated in the enclosed proxy. The last
proxy vote received in time to be voted, whether by proxy card, touchtone
telephone or Internet, will be the last vote that is counted and will revoke all
previous votes by the Shareholder. With respect to recorded telephone calls by
Alamo reminding Shareholders to vote, expenses would be approximately $1.00 per
outbound telephone contact. With respect to the solicitation of a telephonic
vote by Alamo or D.F. King, approximate additional expenses would range between
$3.75 and $6.00 per telephone vote transacted, $2.75 and $3.25 per outbound or
inbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers and providing additional materials upon Shareholder request,
which would be borne by the Investment Manager.
(1) APPROVAL OR DISAPPROVAL OF A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO
WHICH THE FUND'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND
REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS.
BACKGROUND
The Fund commenced operations on December 30, 1992 and since that date
through December 31, 2003, the Fund's net assets have grown to only $50.2
million. The anticipated growth of the Fund's assets through increased sales of
shares has not been achieved.
The Investment Manager believes it is unlikely that the Fund will
experience material growth in assets in the foreseeable future. Because of the
inefficiencies, higher costs and disadvantageous economies of scale attendant
with the Fund's small asset base, the Investment Manager has concluded that it
would be in the best interests of the Fund and its Shareholders to liquidate the
Fund and has recommended that this course of action be considered by the
Trustees.
At a meeting on April 22, 2004, the Trustees considered whether it would be
appropriate and in the best interests of the Fund and its Shareholders to
liquidate the Fund and, after careful consideration of the matter, the Trustees
approved the liquidation and termination of the Fund pursuant to the terms of a
Plan of Liquidation and Dissolution (the "Plan"), a copy of which is attached as
Exhibit A. The Trustees also directed that the Plan be submitted to the Fund's
Shareholders for approval. In evaluating the Plan, the Trustees considered a
number of factors, including the amount of the Fund's total assets, the Fund's
expense ratio and the likelihood that additional sales of the Fund's shares
could increase the assets to a more viable level. The Trustees also considered
the likelihood of finding a suitable candidate for a merger with the Fund. Based
on consideration of the foregoing and all other factors deemed relevant by it,
the Trustees determined that approval of the Plan was in the best interests of
the Fund and its Shareholders.
If Shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the
investment objective and policies of the Fund as currently in effect. However,
in such case, the Trustees would determine what alternative action, if any,
should be taken.
Effective April 30, 2004, the Fund ceased offering its shares.
DESCRIPTION OF THE PLAN
The Plan will become effective on the date of its approval by Shareholders
(the "Effective Date"). Following Shareholder approval, the Fund will, as soon
as reasonable and practicable after the Effective Date, complete the sale of the
portfolio securities it holds in order to convert its assets to cash and will
not engage in any business activity except for the purpose of winding up its
business and affairs, preserving the value of its assets and distributing assets
to Shareholders after the payment to (or reservation of assets for payment to)
all creditors of the Fund. After the distribution of assets to Shareholders, the
Fund will be dissolved in accordance with the Plan and Massachusetts law. The
Plan provides that the Trustees may authorize such variations from, or
amendments to, the
5
provisions of the Plan as may be necessary or appropriate to effect the
dissolution, complete liquidation and termination of the existence of the Fund
in accordance with the purposes intended to be accomplished by the Plan.
As soon as practicable after the Effective Date, and in any event within 60
days thereafter, the Fund will mail to each Shareholder of record who has not
redeemed its shares a liquidating distribution equal to the Shareholder's
proportionate interest in the remaining assets of the Fund and information
concerning the sources of the liquidating distribution.
Except as may be otherwise agreed to between the Fund and the Investment
Manager, all expenses incurred by or allocable to the Fund in carrying out the
Plan and dissolving the Fund shall be borne by the Investment Manager.
If a Shareholder of the Fund's Class B shares or Class C shares would be
subject to a contingent deferred sales charge (a "CDSC") upon the sale of such
shares, the Fund will waive any such CDSC in connection with the liquidation of
the Fund pursuant to the Plan. The adoption of the Plan will not affect the
right of Shareholders to redeem shares of the Fund before the Fund's liquidation
at its then current net asset value per share; however, any applicable CDSC
would not be waived in such a case.
All officers of the Fund, as well as all entities serving the Fund, will
continue in their present positions and capacities until such time as the Fund
is liquidated and dissolved.
The Plan provides for the termination of the Fund under the laws of The
Commonwealth of Massachusetts. The Fund intends to ?le an appropriate notice of
termination with the Office of the Secretary of State of Massachusetts. Such
notice will state that the Board of Trustees approved the termination of the
Fund pursuant to the Plan and will specify the exact date of termination.
Massachusetts law does not provide rights of appraisal or similar rights of
dissent to Shareholders with respect to the proposed liquidation and
termination. The Fund will also file a Form N-8F with the Securities and
Exchange Commission to deregister as an investment company.
GENERAL INCOME TAX CONSEQUENCES
The following is only a general summary of the U.S. federal income tax
consequences of the Plan and is limited in scope. This summary is based on the
federal tax laws and regulations in effect on the date of this Proxy Statement,
all of which are subject to change by legislative or administrative action,
possibly with retroactive effect. While this summary discusses the effect of
certain federal income tax provisions on the Fund resulting from its liquidation
and dissolution, the Fund has not sought a ruling from the Internal Revenue
Service (the "IRS") with respect to the liquidation and dissolution of the Fund.
The statements below are, therefore, not binding upon the IRS, and there can be
no assurance that the IRS will concur with this summary or that the tax
consequences to any Shareholder upon receipt of a liquidating distribution will
be as set forth below.
While this summary addresses some of the U.S. federal income tax
consequences of the Plan, neither state nor local tax consequences of the Plan
are discussed. Implementing the Plan may impose unanticipated tax consequences
on Shareholders and affect Shareholders differently, depending on their
particular tax situations independent of the Plan. SHAREHOLDERS SHOULD CONSULT
WITH THEIR OWN TAX ADVISERS REGARDING THE APPLICATION OF CURRENT U.S. FEDERAL
INCOME TAX LAWS TO THEIR PARTICULAR SITUATION AND WITH RESPECT TO STATE, LOCAL
AND OTHER TAX CONSEQUENCES OF THE PLAN.
Prior to or on the last day of the Fund's final taxable year, the Trustees
may authorize a capital gain dividend that would be distributed in addition to
the final liquidation distribution. (The Fund had accumulated net realized
losses as of April 30, 2004 and does not currently expect to realize significant
net gains on the sale of assets in connection with the liquidation. Therefore,
it is currently expected that Shareholders will not receive a capital gain
dividend.) Within 60 days after the close of the Fund's final taxable year, the
Fund will notify Shareholders as to the amount of any capital gain dividend , as
well as the final liquidation distribution.
The Fund expects to retain its qualification as a regulated investment
company ("RIC") under the Internal Revenue Code of 1986, as amended (the
"Code"), during the liquidation period and, therefore, expects to not be taxed
on any of its net capital gains realized from the sale of its assets or ordinary
income earned that it timely distributes to Shareholders. In the unlikely event
that the Fund should lose its status as a RIC during the liquidation process,
the Fund would be subject to taxes which would reduce any or all of the types of
liquidating distributions, and result in the inability of the Fund to pass
through credits against foreign taxes paid.
6
The Fund anticipates that it will generally report the amount received upon
liquidation (i.e., the final liquidation distribution) for federal income tax
purposes as full payment in exchange for the Shareholder's shares. Assuming the
final liquidation distribution constitutes such a payment for federal income tax
purposes, it will be treated as a taxable sale and will have the following
consequences: A Shareholder who is a U.S. citizen or resident or otherwise
subject to U.S. income taxes will be taxed only to the extent the amount of the
balance of the distribution exceeds his or her adjusted tax basis in such
shares; if the amount received is less than his or her adjusted tax basis, the
Shareholder will realize a loss. The Shareholder's gain or loss will generally
be a capital gain or capital loss if such shares are held as capital assets. If
such shares, which are held as capital assets, are held for more than one year,
then any gain or loss will generally constitute a long-term capital gain or
long-term capital loss, as the case may be. If the Shareholder held the shares
for not more than one year, any gain or loss will be a short-term capital gain
or loss and will be taxed at ordinary income tax rates. The ability to deduct
capital losses may be limited.
Corporate Shareholders should note that there is no preferential federal
income tax rate applicable to capital gains for corporations under the Code.
Accordingly, all income recognized by a corporate Shareholder pursuant to the
liquidation of the Fund, regardless of its character as capital gains or
ordinary income, will be subject to tax at the same federal income tax rate.
Under certain provisions of the Code, some Shareholders may be subject to a
backup withholding tax ("backup withholding") on the liquidation distribution
(including any capital gain dividend or the distribution treated as payment for
shares, as described above). Generally, Shareholders subject to backup
withholding will be those for whom no taxpayer identification number is on file
with the Fund, those who, to the Fund's knowledge, have furnished an incorrect
number, and those with respect to whom the Fund has been notified by the IRS as
having under-reported their federal tax liability. An individual's taxpayer
identification number is his or her social security number. Certain Shareholders
specified in the Code may be exempt from backup withholding. The backup
withholding tax is not an additional tax and may be credited against a
taxpayer's federal income tax liability.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS OF THE FUND APPROVE THE
PLAN OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
REQUIRED VOTE
Approval of the Plan is to be determined by the vote of a majority of the
outstanding shares of the Fund as defined under the Investment Company Act of
1940, as amended, which means an affirmative vote of the lesser of (1) a
majority of the outstanding shares of the Fund, or (2) 67% or more of the shares
of the Fund represented at the Meeting if more than 50% of the outstanding
shares of the Fund are present or represented by proxy. For this purpose,
abstentions and broker non-votes (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular proposal with
respect to which the brokers or nominees do not have discretionary power) will
be counted in determining whether a quorum is present at the Meeting, but will
not be counted as votes cast at the Meeting.
SHAREHOLDER PROPOSALS
The Fund does not hold regular Shareholders' meetings. Proposals of
Shareholders of the Fund intended to be presented at the next meeting of
Shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
REPORTS TO SHAREHOLDERS
The Fund's most recent Annual Report for its most recent fiscal year has
been sent previously to Shareholders and is available without charge upon
request by calling (800) 869-NEWS.
7
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
8
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of Morgan
Stanley Latin American Growth Fund (the "Fund"), a trust organized and existing
under the laws of The Commonwealth of Massachusetts, which has operated as an
open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), is
intended to accomplish the complete liquidation and dissolution of the Fund in
conformity with the provisions of the Fund's Declaration of Trust dated February
25, 1992, as amended (the "Declaration"), and under Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Fund and its Shareholders to
liquidate and to dissolve the Fund, and the Board, on April 22, 2004, considered
the matter and determined to recommend the termination of the Fund pursuant to
this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of
Shareholders of the Fund ("Meeting") called for the purpose of voting
upon the Plan. Approval of the Plan is to be determined by the vote of
a majority of the outstanding shares of the Fund as defined under the
Investment Company Act, which means an affirmative vote of the lesser
of (1) a majority of the outstanding shares of the Fund, or (2) 67% or
more of the shares of the Fund represented at the Meeting if more than
50% of the outstanding shares of the Fund are present or represented
by proxy. The date of such adoption and approval of the Plan by
Shareholders is hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Fund shall be
liquidated and dissolved pursuant to applicable provisions of
Massachusetts law.
3. Cessation of Business. After the Effective Date, the Fund shall not
engage in any business activities except for the purpose of winding up
its business and affairs, preserving the value of its assets and
distributing its assets to Shareholders in accordance with the
provisions of this Plan after the payment to (or reservation of assets
for payment to) all creditors of the Fund; provided that the Fund
shall, prior to the making of the final liquidating distribution,
continue to honor requests for the redemption of shares and may, as
determined to be appropriate by the Board, make payment of dividends
and other distributions to Shareholders and permit the reinvestment
thereof in additional shares.
4. Liquidation of Assets. The Fund shall cause the liquidation of its
assets to cash form as is practicable consistent with the terms of the
Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Fund shall determine and pay (or reserve sufficient amounts to pay)
the amount of all known or reasonably ascertainable liabilities of the
Fund incurred or expected to be incurred prior to the date of the
liquidating distribution provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, the Fund will mail the following to each Shareholder of record
who has not redeemed its shares: (i) a liquidating distribution equal
to the Shareholder's proportionate interest in the remaining assets of
the Fund (after the payments and creation of the reserves contemplated
by Section 5 above), and (ii) information concerning the sources of
the liquidating distribution.
7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to between the Fund and its investment manager, Morgan Stanley
Investment Advisors Inc., all expenses incurred by or allocable to the
Fund in carrying out this Plan and dissolving the Fund shall be borne
by Morgan Stanley Investment Advisors Inc.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Fund, shall have authority
to do or authorize any and all acts and things as provided for in this
Plan and any and all such further acts and things as they may consider
necessary or desirable to carry out the purposes of this Plan,
including without limitation, the execution and ?ling of all
certificates, documents, information returns, tax returns, forms, and
other papers which may be necessary or appropriate to
A-1
implement this Plan or which may be required by the provisions of the
Investment Company Act, the Securities Act of 1933, as amended, and
applicable Massachusetts law.
The death, resignation or other disability of any Trustee or any
officer of the Fund shall not impair the authority of the surviving or
remaining Trustees or officers to exercise any of the powers provided
for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan
(other than the terms of the liquidating distribution) as may be
necessary or appropriate to effect the dissolution, complete
liquidation and termination of existence of the Fund, and the
distribution of assets to Shareholders in accordance with the purposes
intended to be accomplished by this Plan.
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 TO WEBSITE:
HTTPS://VOTE.PROXY-DIRECT.COM
3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS.
4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR
INTERNET.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PROXY MORGAN STANLEY LATIN AMERICAN GROWTH FUND PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 2004
This Proxy Card is solicited by the Board of Trustees of the above-referenced
fund (the "Fund").
The undersigned shareholder hereby appoints Stefanie V. Chang Yu, Joseph J.
McAlinden and Barry Fink, and each of them, as proxies for the undersigned, with
full power of substitution and resubstitution, and hereby instructs said
proxies, and each of them, to cast the votes attributable to the undersigned's
interest with respect to the Fund as directed on the reverse side at the Special
Meeting of Shareholders of the Morgan Stanley Latin American Growth Fund on
September 28, 2004 at 9:00 a.m., Eastern time or any adjournment thereof. The
undersigned, by completing this form, does hereby authorize the Fund to exercise
its discretion in voting upon such other business as may properly come before
the Meeting.
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED BY THE FUND IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE VOTES
ATTRIBUTABLE TO THIS PROXY CARD WILL BE VOTED FOR THE PROPOSAL LISTED ON THE
REVERSE SIDE.
VOTE VIA THE INTERNET:
HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
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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.
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Signature
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Signature (if held jointly)
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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 MAY ALSO VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
FOLLOWING PROPOSAL.
1. Approval of a Plan of Liquidation and Dissolution pursuant to which the
Fund's assets will be liquidated, known liabilities satisfied and remaining
proceeds distributed to Shareholders.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
SIGN THE PROXY CARD ON THE REVERSE SIDE AND RETURN AS SOON AS POSSIBLE
IN THE ENCLOSED ENVELOPE.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY