<Page>
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-02575
Morgan Stanley Liquid Asset Fund Inc.
(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: August 31, 2005
Date of reporting period: August 31, 2005
Item 1 - Report to Shareholders
<Page>
WELCOME, SHAREHOLDER:
IN THIS REPORT, YOU'LL LEARN ABOUT HOW YOUR INVESTMENT IN MORGAN STANLEY LIQUID
ASSET FUND INC. PERFORMED DURING THE ANNUAL PERIOD. WE WILL PROVIDE AN OVERVIEW
OF THE MARKET CONDITIONS, AND DISCUSS SOME OF THE FACTORS THAT AFFECTED
PERFORMANCE DURING THE REPORTING PERIOD. IN ADDITION, THIS REPORT INCLUDES THE
FUND'S FINANCIAL STATEMENTS AND A LIST OF FUND INVESTMENTS.
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 A MUTUAL FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. AN
INVESTMENT IN A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND
SEEKS TO PRESERVE THE VALUE OF AN INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE
TO LOSE MONEY BY INVESTING IN THE FUND. PLEASE SEE THE PROSPECTUS FOR MORE
COMPLETE INFORMATION ON INVESTMENT RISKS.
<Page>
FUND REPORT
FOR THE YEAR ENDED AUGUST 31, 2005
MARKET CONDITIONS
During the 12-month period ended August 31, 2005, the Federal Open Market
Committee (the "Fed") continued the monetary tightening it began in June of
2004. Through 10 steps of 25 basis points each -- including eight during the
reporting period -- the Fed increased its target rate for federal funds from
1.00 percent to 3.50 percent, a four-year high.
PERFORMANCE ANALYSIS
As of August 31, 2005, the Morgan Stanley Liquid Asset Fund had net assets of
more than $18.0 billion and an average portfolio maturity of 53 days. For the
12-month period ended August 31, 2005, the Fund provided a total return of 2.03
percent. For the seven-day period ended August 31, 2005, the Fund provided an
effective annualized yield of 3.05 percent and a current annualized yield of
3.00 percent, while its 30-day moving average annualized yield for August was
2.94 percent. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
Our strategy in managing the Fund remained consistent with the Fund's long-term
focus on preservation of capital and liquidity. We adhered to a conservative
approach in managing the Fund, emphasizing high-quality money market
obligations. We avoided the use of derivatives or structured notes that might
fluctuate excessively with changing interest rates. We also took advantage of
the rising yields available on money market securities. As short-term interest
rates climbed, we reinvested the proceeds of maturing short-term holdings into
higher-yielding securities. Should rates continue to rise during the months
ahead, we intend to continue with this approach.
THERE IS NO GUARANTEE THAT ANY SECTORS MENTIONED WILL CONTINUE TO PERFORM WELL
OR THAT SECURITIES IN SUCH SECTORS WILL BE HELD BY THE FUND IN THE FUTURE.
PORTFOLIO COMPOSITION
<Table>
Commercial Paper 76.5%
U.S. Government Agencies 9.3
Certificates of Deposit 8.2
Bank Notes 6.0
</Table>
MATURITY SCHEDULE
<Table>
1 - 30 Days 32.7%
31 - 60 Days 30.9
61 - 90 Days 25.1
91 - 120 Days 8.6
121+Days 2.7
</Table>
DATA AS OF AUGUST 31, 2005. SUBJECT TO CHANGE DAILY. ALL PERCENTAGES FOR
PORTFOLIO COMPOSITION AND MATURITY SCHEDULE ARE AS A PERCENTAGE OF TOTAL
INVESTMENTS. THESE DATA ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD
NOT BE DEEMED A RECOMMENDATION TO BUY OR SELL 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 ADVISORY SERVICES.
2
<Page>
INVESTMENT STRATEGY
THE FUND INVESTS IN HIGH QUALITY, SHORT-TERM DEBT OBLIGATIONS. IN SELECTING
INVESTMENTS, THE FUND'S "INVESTMENT ADVISER," MORGAN STANLEY INVESTMENT ADVISORS
INC., SEEKS TO MAINTAIN THE FUND'S SHARE PRICE AT $1.00. THE SHARE PRICE
REMAINING STABLE AT $1.00 MEANS THAT THE FUND WOULD PRESERVE THE PRINCIPAL VALUE
OF YOUR INVESTMENT.
AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO
PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE
MONEY BY INVESTING IN THE FUND.
FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS
EACH MORGAN STANLEY FUND PROVIDES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS IN
ITS SEMIANNUAL AND ANNUAL REPORTS WITHIN 60 DAYS OF THE END OF THE FUND'S SECOND
AND FOURTH FISCAL QUARTERS BY FILING THE SCHEDULE ELECTRONICALLY WITH THE
SECURITIES AND EXCHANGE COMMISSION (SEC). THE SEMIANNUAL REPORTS ARE FILED ON
FORM N-CSRS AND THE ANNUAL REPORTS ARE FILED ON FORM N-CSR. MORGAN STANLEY ALSO
DELIVERS THE SEMIANNUAL AND ANNUAL REPORTS TO FUND SHAREHOLDERS AND MAKES THESE
REPORTS AVAILABLE ON ITS PUBLIC WEB SITE, www.morganstanley.com. EACH MORGAN
STANLEY FUND ALSO FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SEC
FOR THE FUND'S FIRST AND THIRD FISCAL QUARTERS ON FORM N-Q. MORGAN STANLEY DOES
NOT DELIVER THE REPORTS FOR THE FIRST AND THIRD FISCAL QUARTERS TO SHAREHOLDERS,
NOR ARE THE REPORTS POSTED TO THE MORGAN STANLEY PUBLIC WEB SITE. YOU MAY,
HOWEVER, OBTAIN THE FORM N-Q FILINGS (AS WELL AS THE FORM N-CSR AND N-CSRS
FILINGS) BY ACCESSING THE SEC'S WEB SITE, http://www.sec.gov. YOU MAY ALSO
REVIEW AND COPY THEM AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC.
INFORMATION ON THE OPERATION OF THE SEC'S PUBLIC REFERENCE ROOM MAY BE OBTAINED
BY CALLING THE SEC AT (800) SEC-0330. YOU CAN ALSO REQUEST COPIES OF THESE
MATERIALS, UPON PAYMENT OF A DUPLICATING FEE, BY ELECTRONIC REQUEST AT THE SEC'S
E-MAIL ADDRESS (publicinfo@sec.gov) OR BY WRITING THE PUBLIC REFERENCE SECTION
OF THE SEC, WASHINGTON, DC 20549-0102.
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.
3
<Page>
EXPENSE EXAMPLE
As a shareholder of the Fund, you incur ongoing costs, including advisory fees;
distribution and service (12b-1) fees; and other Fund expenses. This example is
intended to help you understand your ongoing costs (in dollars) of investing in
the Fund and to compare these costs with the ongoing costs of investing in other
mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period 03/01/05 - 08/31/05.
ACTUAL EXPENSES
The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table below provides information about hypothetical
expenses based on the Fund's actual expense ratio and an assumed rate of return
of 5% per year before expenses, which is not the Fund's actual return. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing cost of investing in the Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only. Therefore, the second line of the table is useful in
comparing ongoing costs, and will not help you determine the relative total cost
of owning different funds that have transactional costs, such as sales charges
(loads), and redemption fees, or exchange fees.
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD *
------------- ------------- ---------------
03/01/05 -
03/01/05 08/31/05 08/31/05
------------- ------------- ---------------
Actual (1.29% return) $ 1,000.00 $ 1,012.90 $ 2.99
Hypothetical (5% annual return before expenses) $ 1,000.00 $ 1,022.23 $ 3.01
</Table>
- ----------
* EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO OF 0.59%
MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY
184/365 (TO REFLECT THE ONE-HALF YEAR PERIOD).
4
<Page>
INVESTMENT ADVISORY AGREEMENT APPROVAL
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment
advisory services provided by the Investment Adviser under the Advisory
Agreement, including portfolio management, investment research and fixed income
securities trading. The Board also reviewed and considered the nature and extent
of the non-advisory, administrative services provided by the Fund's
Administrator under the Administration Agreement, including accounting,
clerical, bookkeeping, compliance, business management and planning, and the
provision of supplies, office space and utilities. (The Investment Adviser and
the Administrator together are referred to as the "Adviser" and the Advisory and
Administration Agreements together are referred to as the "Management
Agreement.") The Board also compared the nature of the services provided by the
Adviser with similar services provided by non-affiliated advisers as reported to
the Board by Lipper Inc. ("Lipper").
The Board reviewed and considered the qualifications of the portfolio managers,
the senior administrative managers and other key personnel of the Adviser who
provide the administrative and investment advisory services to the Fund. The
Board determined that the Adviser's portfolio managers and key personnel are
well qualified by education and/or training and experience to perform the
services in an efficient and professional manner. The Board concluded that the
nature and extent of the advisory and administrative services provided were
necessary and appropriate for the conduct of the business and investment
activities of the Fund. The Board also concluded that the overall quality of the
advisory and administrative services was satisfactory.
PERFORMANCE RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER ADVISERS
The Board reviewed the Fund's performance for the one-, three- and five-year
periods ended November 30, 2004, as shown in reports provided by Lipper (the
"Lipper Reports"), compared to the performance of comparable funds selected by
Lipper (the "performance peer group"), and noted that the Fund's performance was
better than its performance peer group average for all three periods. The Board
concluded that the Fund's performance was satisfactory.
FEES RELATIVE TO OTHER FUNDS MANAGED BY THE ADVISER WITH COMPARABLE INVESTMENT
STRATEGIES
The Board reviewed the advisory and administrative fees (together, the
"management fee") paid by the Fund under the Management Agreement. The Board
noted that the rate was comparable to the management fee rates charged by the
Adviser to any other funds it manages with investment strategies comparable to
those of the Fund.
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER ADVISERS
The Board reviewed the management fee rate and total expense ratio of the Fund.
The Board noted that: (i) the Fund's management fee rate was lower than the
average management fee rate for funds, selected by Lipper (the "expense peer
group"), managed by other advisers, with investment strategies comparable to
those of the Fund, as shown in the Lipper Report for this Fund; and (ii) the
Fund's total expense ratio was lower than the average total expense ratio of the
funds included in the Fund's expense peer group. The Board concluded that the
Fund's management fee and total expense ratio were competitive with those of its
expense peer group.
5
<Page>
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund's management fee schedule under the
Management Agreement and noted that it includes breakpoints. The Board also
reviewed the level of the Fund's management fee and noted that the fee, as a
percentage of the Fund's net assets, would decrease as net assets increase
because the management fee includes breakpoints. The Board concluded that the
Fund's management fee would reflect economies of scale as assets increase.
PROFITABILITY OF ADVISER AND AFFILIATES
The Board considered and reviewed information concerning the costs incurred and
profits realized by the Adviser and its affiliates during the last two years
from their relationship with the Fund and the Morgan Stanley Fund Complex and
reviewed with the Controller of the Adviser the cost allocation methodology used
to determine the Adviser's profitability. Based on their review of the
information they received, the Board concluded that the profits earned by the
Adviser and its affiliates were not excessive in light of the advisory,
administrative and other services provided to the Fund.
FALL-OUT BENEFITS
The Board considered so-called "fall-out benefits" derived by the Adviser and
its affiliates from their relationship with the Fund and the Morgan Stanley Fund
Complex, such as "float" benefits derived from handling of checks for purchases
and redemptions of Fund shares through a broker-dealer affiliate of the Adviser.
The Board also considered that a broker-dealer affiliate of the Adviser receives
from the Fund 12b-1 fees for distribution and shareholder services. The Board
concluded that the float benefits were relatively small and that the 12b-1 fees
were competitive with those of other broker-dealer affiliates of investment
advisers.
SOFT DOLLAR BENEFITS
The Board considered whether the Adviser realizes any benefits from commissions
paid to brokers who execute securities transactions for the Fund ("soft
dollars"). The Board noted that the Fund invests only in fixed income
securities, which do not generate soft dollars.
ADVISER FINANCIALLY SOUND AND FINANCIALLY CAPABLE OF MEETING THE FUND'S NEEDS
The Board considered whether the Adviser is financially sound and has the
resources necessary to perform its obligations under the Management Agreement.
The Board noted that the Adviser's operations remain profitable, although
increased expenses in recent years have reduced the Adviser's profitability. The
Board concluded that the Adviser has the financial resources necessary to
fulfill its obligations under the Management Agreement.
6
<Page>
HISTORICAL RELATIONSHIP BETWEEN THE FUND AND THE ADVISER
The Board also reviewed and considered the historical relationship between the
Fund and the Adviser, including the organizational structure of the Adviser, the
policies and procedures formulated and adopted by the Adviser for managing the
Fund's operations and the Board's confidence in the competence and integrity of
the senior managers and key personnel of the Adviser. The Board concluded that
it is beneficial for the Fund to continue its relationship with the Adviser.
OTHER FACTORS AND CURRENT TRENDS
The Board considered the controls and procedures adopted and implemented by the
Adviser and monitored by the Fund's Chief Compliance Officer and concluded that
the conduct of business by the Adviser indicates a good faith effort on its part
to adhere to high ethical standards in the conduct of the Fund's business.
GENERAL CONCLUSION
After considering and weighing all of the above factors, the Board concluded it
would be in the best interest of the Fund and its shareholders to approve
renewal of the Management Agreement for another year.
7
<Page>
MORGAN STANLEY LIQUID ASSET FUND INC.
PORTFOLIO OF INVESTMENTS - AUGUST 31, 2005
<Table>
<Caption>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT IN ON DATE OF MATURITY
THOUSANDS PURCHASE DATE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER (77.3%)
ASSET-BACKED - AUTO (7.1%)
$ 155,000 DaimlerChrysler Revolving Auto
Conduit LLC 3.53 - 3.64% 09/06/05 - 10/14/05 $ 154,636,597
803,000 FCAR Owner Trust 3.28 - 3.71 09/07/05 - 11/04/05 800,161,819
22,000 FCAR Owner Trust Series A1 3.62 10/07/05 21,920,800
305,000 New Center Asset Trust 3.32 - 3.72 09/07/05 - 11/10/05 303,841,804
-----------------
1,280,561,020
-----------------
ASSET-BACKED - MORTGAGE (2.2%)
230,000 Mortgage Interest Networking Trust
Series A1 P1 3.49 - 3.65 09/13/05 - 10/13/05 229,131,883
160,000 Mortgage Interest Networking Trust
Series A1+P1 3.51 09/16/05 159,767,333
-----------------
388,899,216
-----------------
BANKING (5.5%)
485,000 Citigroup Funding Inc. 3.44 - 3.65 09/27/05 - 10/25/05 483,426,761
240,000 JP Morgan Chase & Co. 3.61 10/11/05 - 10/13/05 239,002,778
282,000 LaSalle Bank Corp. 3.27 - 3.79 09/08/05 - 12/02/05 279,717,742
-----------------
1,002,147,281
-----------------
FINANCE - AUTOMOTIVE (1.3%)
230,000 Toyota Motor Credit Corp. 3.02 - 3.60 09/30/05 - 12/27/05 228,952,334
-----------------
FINANCE - CONSUMER (2.7%)
220,000 American Express Credit Corp. 3.71 - 3.79 11/07/05 - 12/08/05 218,406,156
268,000 HSBC Finance Corp. 3.33 - 3.66 09/12/05 - 11/02/05 267,419,378
-----------------
485,825,534
-----------------
FINANCIAL CONGLOMERATES (4.4%)
808,000 General Electric Capital Corp. 2.93 - 4.07 09/09/05 - 04/20/06 801,452,102
-----------------
INTERNATIONAL BANKS (54.1%)
80,000 Bank of Montreal 3.65 10/27/05 79,548,267
858,000 Barclays U.S. Funding Corp. 3.41 - 3.77 09/23/05 - 12/30/05 853,123,248
832,000 BNP Paribas Finance, Inc. 3.27 - 3.83 09/06/05 - 12/16/05 826,236,478
750,000 Calyon North America, Inc. 3.30 - 3.53 09/14/05 - 11/14/05 748,063,917
300,000 CBA (Delaware) Finance Inc. 3.41 - 3.79 09/26/05 - 11/30/05 298,499,417
100,000 Danske Corp. 3.51 10/12/05 99,603,667
750,000 Deutsche Bank Financial LLC 3.42 - 3.80 10/11/05 - 12/01/05 746,101,069
280,000 DnB NOR Bank ASA 3.42 - 3.79 09/28/05 - 11/29/05 278,480,965
445,000 HBOS Treasury Services plc 3.41 - 3.80 09/19/05 - 11/30/05 442,644,687
150,000 ING (U.S.) Funding LLC 3.33 - 3.79 09/12/05 - 11/29/05 149,022,500
845,000 Natexis Banques Populaires
U.S. Finance Co. LLC 3.30 - 3.64 09/21/05 - 10/21/05 842,038,896
115,000 Nordea North America, Inc. 3.39 - 3.79 09/16/05 - 11/29/05 114,524,167
</Table>
SEE NOTES TO FINANCIAL STATEMENTS
8
<Page>
<Table>
<Caption>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT IN ON DATE OF MATURITY
THOUSANDS PURCHASE DATE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
$ 325,000 Rabobank USA Financial Corp. 3.46 - 3.54% 10/14/05 - 10/26/05 $ 323,408,729
850,000 Royal Bank of Canada 3.35 - 3.81 09/22/05 - 11/28/05 844,580,250
650,000 Royal Bank of Scotland plc 3.40 - 3.77 09/07/05 - 11/23/05 647,217,264
40,000 Sanpaolo IMI U.S. Financial Co. 3.41 09/26/05 39,906,111
849,000 Societe Generale N.A., Inc. 3.27 - 3.79 09/01/05 - 12/30/05 847,904,757
500,000 Spintab AB 3.41 - 3.70 09/13/05 - 11/08/05 498,050,883
675,000 UBS Finance (Delaware) LLC 3.48 - 3.81 09/30/05 - 11/30/05 672,052,771
435,000 Westpac Capital Corp. 3.42 - 3.85 09/23/05 - 12/27/05 431,874,742
-----------------
9,782,882,785
-----------------
TOTAL COMMERCIAL PAPER
(COST $13,970,720,272) 13,970,720,272
-----------------
U.S. GOVERNMENT AGENCIES (9.4%)
302,000 Federal Home Loan Banks 3.17 - 3.49 09/07/05 - 10/19/05 300,737,733
172,000 Federal National Mortgage Assoc. 3.39 - 3.60 09/28/05 - 11/30/05 171,363,200
1,239,000 Freddie Mac 2.88 - 4.01 09/19/05 - 05/31/06 1,227,606,474
-----------------
TOTAL U.S. GOVERNMENT AGENCIES
(COST $1,699,707,407) 1,699,707,407
-----------------
CERTIFICATES OF DEPOSIT (8.3%)
500,000 Branch Banking & Trust Co., N.C. 3.39 - 3.68 09/20/05 - 11/04/05 500,000,000
335,000 Citibank, N.A. 3.44 - 3.79 09/29/05 - 11/28/05 335,000,000
660,000 First Tennessee Bank, N.A. 3.33 - 3.80 09/12/05 - 11/29/05 660,000,000
-----------------
TOTAL CERTIFICATES OF DEPOSIT
(COST $1,495,000,000) 1,495,000,000
-----------------
SHORT-TERM BANK NOTES (6.0%)
835,000 Bank of America, N.A. 3.58 - 3.76 10/24/05 - 12/30/05 835,000,000
250,000 Standard Federal Bank, N.A. 3.48 - 3.63 09/20/05 - 10/27/05 250,000,000
-----------------
TOTAL SHORT-TERM BANK NOTES
(COST $1,085,000,000) 1,085,000,000
-----------------
REPURCHASE AGREEMENT (0.1%)
9,405 The Bank of New York (dated 08/31/05;
proceeds $9,406,074) (a)
(COST $9,405,160) 3.50 09/01/05 9,405,160
-----------------
TOTAL INVESTMENTS
(COST $18,259,832,839) (b) 101.1% 18,259,832,839
LIABILITIES IN EXCESS OF OTHER ASSETS (1.1) (188,159,072)
----- -----------------
NET ASSETS 100.0% $ 18,071,673,767
===== =================
</Table>
- ----------
(a) COLLATERALIZED BY FEDERAL NATIONAL MORTGAGE ASSOC. 5.50% DUE 08/01/35
VALUED AT $9,593,263.
(b) COST IS THE SAME FOR FEDERAL INCOME TAX PURPOSES.
SEE NOTES TO FINANCIAL STATEMENTS
9
<Page>
MORGAN STANLEY LIQUID ASSET FUND INC.
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2005
<Table>
ASSETS:
Investments in securities, at value (cost $18,259,832,839) $ 18,259,832,839
Cash 90,000
Receivable for:
Interest 7,729,413
Capital stock sold 298,435
Prepaid expenses and other assets 522,417
------------------
TOTAL ASSETS 18,268,473,104
------------------
LIABILITIES:
Payable for:
Capital stock redeemed 190,146,974
Investment advisory fee 3,545,497
Distribution fee 1,641,683
Administration fee 820,841
Transfer agent fee 192,389
Accrued expenses and other payables 451,953
------------------
TOTAL LIABILITIES 196,799,337
------------------
NET ASSETS $ 18,071,673,767
==================
COMPOSITION OF NET ASSETS:
Paid-in-capital $ 18,070,991,383
Accumulated undistributed net investment income 682,384
------------------
NET ASSETS $ 18,071,673,767
==================
NET ASSET VALUE PER SHARE,
18,071,662,557 SHARES OUTSTANDING
(50,000,000,000 SHARES AUTHORIZED OF $.01 PAR VALUE) $ 1.00
==================
</Table>
SEE NOTES TO FINANCIAL STATEMENTS
10
<Page>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2005
<Table>
NET INVESTMENT INCOME:
INTEREST INCOME $ 494,813,064
------------------
EXPENSES
Investment advisory fee 43,113,341
Transfer agent fees and expenses 40,642,142
Distribution fee 19,213,036
Administration fee 7,936,406
Shareholder reports and notices 695,490
Custodian fees 429,411
Directors' fees and expenses 254,108
Registration fees 243,503
Professional fees 99,469
Other 890,882
------------------
TOTAL EXPENSES 113,517,788
------------------
NET INVESTMENT INCOME 381,295,276
NET REALIZED GAIN 117
------------------
NET INCREASE $ 381,295,393
==================
</Table>
SEE NOTES TO FINANCIAL STATEMENTS
11
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
AUGUST 31, 2005 AUGUST 31, 2004
----------------- -----------------
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income $ 381,295,276 $ 122,377,207
Net realized gain 117 1,006
----------------- -----------------
NET INCREASE 381,295,393 122,378,213
----------------- -----------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (381,300,392) (122,390,326)
Net realized gain (117) (1,006)
----------------- -----------------
TOTAL DIVIDENDS AND DISTRIBUTIONS (381,300,509) (122,391,332)
----------------- -----------------
Net decrease from capital stock transactions (2,403,078,668) (2,606,181,892)
----------------- -----------------
NET DECREASE (2,403,083,784) (2,606,195,011)
NET ASSETS:
Beginning of period 20,474,757,551 23,080,952,562
----------------- -----------------
END OF PERIOD
(INCLUDING ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME OF
$682,384 AND $687,500, RESPECTIVELY) $ 18,071,673,767 $ 20,474,757,551
================= =================
</Table>
SEE NOTES TO FINANCIAL STATEMENTS
12
<Page>
MORGAN STANLEY LIQUID ASSET FUND INC.
NOTES TO FINANCIAL STATEMENTS - AUGUST 31, 2005
1. ORGANIZATION AND ACCOUNTING POLICIES
Morgan Stanley Liquid Asset Fund Inc. (the "Fund") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a diversified,
open-end management investment company. The Fund's investment objectives are
high current income, preservation of capital and liquidity. The Fund was
incorporated in Maryland on September 3, 1974 and commenced operations on
September 22, 1975.
The following is a summary of significant accounting policies:
A. VALUATION OF INVESTMENTS -- Portfolio securities are valued at amortized
cost, which approximates market value.
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 cost method.
Discounts are accreted and premiums are amortized over the life of the
respective securities. Interest income is accrued daily.
C. REPURCHASE AGREEMENTS -- The Fund may 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. 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.
E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records dividends and
distributions to shareholders as of the close of each business day.
F. 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.
2. INVESTMENT ADVISORY/ADMINISTRATION AGREEMENTS
Effective November 1, 2004, pursuant to an Investment Advisory Agreement with
Morgan Stanley Investment Advisors Inc. (the "Investment Adviser"), the Fund
pays the Investment Adviser an advisory fee, accrued daily and payable monthly,
by applying the following annual rates to the net assets of the Fund determined
as of the close of each business day: 0.45% to the portion of the daily net
assets not exceeding $250 million; 0.375% to the portion of the daily net assets
exceeding $250 million but not exceeding $750 million; 0.325% to the portion of
the daily net assets exceeding $750 million but not exceeding $1.25 billion;
0.30% to the portion of the daily net assets exceeding $1.25 billion but not
exceeding $1.5 billion; 0.275% to the portion of the daily net assets exceeding
$1.5 billion but not
13
<Page>
exceeding $1.75 billion; 0.25% to the portion of the daily net assets exceeding
$1.75 billion but not exceeding $2.25 billion; 0.225% to the portion of the
daily net assets exceeding $2.25 billion but not exceeding $2.75 billion; 0.20%
to the portion of the daily net assets exceeding $2.75 billion but not exceeding
$15 billion; 0.199% to the portion of the daily net assets exceeding $15 billion
but not exceeding $17.5 billion; 0.198% to the portion of the daily net assets
exceeding $17.5 billion but not exceeding $25 billion; 0.197% to the portion of
the daily net assets exceeding $25 billion but not exceeding $30 billion; and
0.196% to the portion of the daily net assets in excess of $30 billion.
Effective November 1, 2004, pursuant to an Administration Agreement with Morgan
Stanley Services Company Inc. (the "Administrator"), an affiliate of the
Investment Adviser, the Fund pays an administration fee, accrued daily and
payable monthly, by applying the annual rate of 0.05% to the Fund's daily net
assets.
Prior to November 1, 2004, the Fund had retained the Investment Adviser to
provide administrative services and to manage the investment of the Fund's
assets pursuant to an investment management agreement pursuant to which the Fund
paid the Investment Adviser a monthly management fee, accrued daily and payable
monthly, by applying the following annual rates to the net assets of the Fund
determined as of the close of each business day: 0.50% to the portion of the
daily net assets not exceeding $500 million; 0.425% to the portion of the daily
net assets exceeding $500 million but not exceeding $750 million; 0.375% to the
portion of the daily net assets exceeding $750 million but not exceeding $1
billion; 0.35% to the portion of the daily net assets exceeding $1 billion but
not exceeding $1.35 billion; 0.325% to the portion of the daily net assets
exceeding $1.35 billion but not exceeding $1.75 billion; 0.30% to the portion of
the daily net assets exceeding $1.75 billion but not exceeding $2.15 billion;
0.275% to the portion of the daily net assets exceeding $2.15 billion but not
exceeding $2.5 billion; 0.25% to the portion of the daily net assets exceeding
$2.5 billion but not exceeding $15 billion; 0.249% to the portion of the daily
net assets exceeding $15 billion but not exceeding $17.5 billion; 0.248% to the
portion of the daily net assets exceeding $17.5 billion but not exceeding $25
billion; 0.247% to the portion of the daily net assets exceeding $25 billion but
not exceeding $30 billion; and 0.246% to the portion of the daily net assets in
excess of $30 billion.
3. PLAN OF DISTRIBUTION
Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the
Investment Adviser and Administrator, is the distributor of the Fund's shares
and in accordance with a Plan of Distribution (the "Plan") pursuant to Rule
12b-1 under the Act, finances certain expenses in connection with the promotion
of sales of Fund shares.
Reimbursements for these expenses are made in monthly payments by the Fund to
the Distributor, which will in no event exceed an amount equal to a payment at
the annual rate of 0.15% of the Fund's average daily net assets during the
month. Expenses incurred by the Distributor pursuant to the Plan in
14
<Page>
any fiscal year will not be reimbursed by the Fund through payments accrued in
any subsequent fiscal year. For the year ended August 31, 2005, the distribution
fee was accrued at the annual rate of 0.10%.
4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES
The cost of purchases and proceeds from sales/maturities of portfolio securities
for the year ended August 31, 2005, aggregated $107,366,146,075 and
$110,183,071,940, respectively.
Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator and
Distributor, is the Fund's transfer agent.
The Fund has an unfunded noncontributory defined benefit pension plan covering
certain independent Directors of the Fund who will have served as independent
Directors for at least five years at the time of retirement. Benefits under this
plan are based on factors which include years of service and compensation. The
Directors voted to close the plan to new participants and eliminate the future
benefits growth due to increases to compensation after July 31, 2003. Aggregate
pension costs for the year ended August 31, 2005 included in Directors' fees and
expenses in the Statement of Operations amounted to $7,486. At August 31, 2005,
the Fund had an accrued pension liability of $62,997 which is included in
accrued expenses in the Statement of Assets and Liabilities.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan")
which allows each independent Director to defer payment of all, or a portion, of
the fees he receives for serving on the Board of Directors. Each eligible
Director generally may elect to have the deferred amounts credited with a return
equal to the total return on one or more of the Morgan Stanley funds that are
offered as investment options under the Compensation Plan.
Appreciation/depreciation and distributions received from these investments are
recorded with an offsetting increase/decrease in the deferred compensation
obligation and do not affect the net asset value of the Fund.
5. CAPITAL STOCK
Transactions in capital stock, at $1.00 per share, were as follows:
<Table>
<Caption>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
AUGUST 31, 2005 AUGUST 31, 2004
--------------- ---------------
Shares sold 51,455,651,164 58,528,750,330
Shares issued in reinvestment of dividends and distributions 380,704,220 122,175,653
--------------- ---------------
51,836,355,384 58,650,925,983
Shares redeemed (54,239,434,052) (61,257,107,875)
--------------- ---------------
Net decrease (2,403,078,668) (2,606,181,892)
=============== ===============
</Table>
15
<Page>
6. LEGAL MATTERS
The Investment Adviser, certain affiliates of the Investment Adviser, certain
officers of such affiliates and certain investment companies advised by the
Investment Adviser or its affiliates, including the Fund, are named as
defendants in a consolidated class action. This consolidated action also names
as defendants certain individual Trustees and Directors of the Morgan Stanley
funds. The consolidated amended complaint, filed in the United States District
Court Southern District of New York on April 16, 2004, generally alleges that
defendants, including the Fund, violated their statutory disclosure obligations
and fiduciary duties by failing properly to disclose (i) that the Investment
Adviser and certain affiliates of the Investment Adviser allegedly offered
economic incentives to brokers and others to recommend the funds advised by the
Investment Adviser or its affiliates to investors rather than funds managed by
other companies, and (ii) that the funds advised by the Investment Adviser or
its affiliates, including the Fund, allegedly paid excessive commissions to
brokers in return for their efforts to recommend these funds to investors. The
complaint seeks, among other things, unspecified compensatory damages,
rescissionary damages, fees and costs. The defendants have moved to dismiss the
action and intend to otherwise vigorously defend it. On March 9, 2005,
Plaintiffs sought leave to supplement their complaint to assert claims on behalf
of other investors. While the Fund and Adviser believe that each has meritorious
defenses, the ultimate outcome of this matter is not presently determinable at
this early stage of the litigation, and no provision has been made in the Fund's
financial statements for the effect, if any, of this matter.
16
<Page>
MORGAN STANLEY LIQUID ASSET FUND INC.
FINANCIAL HIGHLIGHTS
Selected ratios and per share data for a share of capital stock outstanding
throughout each period:
<Table>
<Caption>
FOR THE YEAR ENDED AUGUST 31,
----------------------------------------------------------------------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
SELECTED PER SHARE DATA:
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------ ------------ ------------
Net income from investment operations 0.020 0.006 0.009 0.018 0.051
Less dividends from net investment income (0.020)+ (0.006)+ (0.009) (0.018)+ (0.051)+
------------ ------------ ------------ ------------ ------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ============ ============ ============ ============
TOTAL RETURN 2.03% 0.58% 0.86% 1.78% 5.24%
RATIOS TO AVERAGE NET ASSETS:
Expenses 0.59% 0.58% 0.56% 0.56% 0.57%
Net investment income 1.98% 0.57% 0.85% 1.76% 5.04%
SUPPLEMENTAL DATA:
Net assets, end of period, in millions $ 18,072 $ 20,475 $ 23,081 $ 23,931 $ 23,187
</Table>
- ----------
+ INCLUDES CAPITAL GAIN DISTRIBUTION OF LESS THAN $0.001.
SEE NOTES TO FINANCIAL STATEMENTS
17
<Page>
MORGAN STANLEY LIQUID ASSET FUND INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
MORGAN STANLEY LIQUID ASSET FUND INC.:
We have audited the accompanying statement of assets and liabilities of Morgan
Stanley Liquid Asset Fund Inc. (the "Fund"), including the portfolio of
investments, as of August 31, 2005, 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 the standards of the Public Company
Accounting Oversight Board (United States). 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. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of August 31, 2005, by correspondence with the custodian.
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 Liquid Asset Fund Inc. as of August 31, 2005, 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
OCTOBER 17, 2005
18
<Page>
MORGAN STANLEY LIQUID ASSET FUND INC.
DIRECTOR AND OFFICER INFORMATION
INDEPENDENT DIRECTORS:
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND COMPLEX
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
INDEPENDENT DIRECTOR REGISTRANT TIME SERVED* DURING PAST 5 YEARS** BY DIRECTOR*** OTHER DIRECTORSHIPS HELD BY DIRECTOR
- -------------------------- ----------- ------------ ----------------------- -------------- -------------------------------------
Michael Bozic (64) Director Since Private Investor; 197 Director of various business
c/o Kramer Levin Naftalis April 1994 Director or Trustee of organizations.
& Frankel LLP the Retail Funds (since
Counsel to the Independent April 1994) and the
Trustees Institutional Funds
1177 Avenue of the (since July 2003);
Americas formerly Vice Chairman
New York, NY 10036 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.
Edwin J. Garn (72) Director Since Consultant; Director or 197 Director of Franklin Covey (time
1031 N. Chartwell Court January 1993 Trustee of the Retail management systems), BMW Bank of
Salt Lake City, UT 84103 Funds (since January North America, Inc. (industrial loan
1993) and the corporation), Escrow Bank USA
Institutional Funds (industrial loan corporation), United
(since July 2003); Space Alliance (joint venture between
member of the Utah Lockheed Martin and the Boeing
Regional Advisory Board Company) and Nuskin Asia Pacific
of Pacific Corp. (multilevel marketing); member of the
(utility company); board of various civic and charitable
formerly Managing organizations.
Director of Summit
Ventures LLC (lobbying
and consulting firm)
(2000-2004); 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).
Wayne E. Hedien (71) Director Since Retired; Director or 197 Director of The PMI Group Inc.
c/o Kramer Levin Naftalis September Trustee of the Retail (private mortgage insurance); Trustee
& Frankel LLP 1997 Funds (since September and Vice Chairman of The Field Museum
Counsel to the Independent 1997) and the of Natural History; director of
Trustees Institutional Funds various other business and charitable
1177 Avenue of the (since July 2003); organizations.
Americas formerly associated
New York, NY 10036 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).
</Table>
19
<Page>
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND COMPLEX
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
INDEPENDENT DIRECTOR REGISTRANT TIME SERVED* DURING PAST 5 YEARS** BY DIRECTOR*** OTHER DIRECTORSHIPS HELD BY DIRECTOR
- -------------------------- ----------- ------------ ----------------------- -------------- -------------------------------------
Dr. Manuel H. Johnson (56) Director Since Senior Partner, Johnson 197 Director of NVR, Inc. (home
c/o Johnson Smick Group, July 1991 Smick International, construction); Director of KFX Energy;
Inc. Inc., a consulting Director of RBS Greenwich Capital
888 16th Street, NW firm; Chairman of the Holdings (financial holding company).
Suite 740 Audit Committee and
Washington, D.C. 20006 Director or Trustee of
the Retail Funds (since
July 1991) and the
Institutional Funds
(since July 2003);
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.
Joseph J. Kearns (63) Director Since President, Kearns & 198 Director of Electro Rent Corporation
c/o Kearns & Associates July 2003 Associates LLC (equipment leasing), The Ford Family
LLC (investment Foundation, and the UCLA Foundation.
PMB754 consulting); Deputy
23852 Pacific Coast Chairman of the Audit
Highway Committee and Director
Malibu, CA 90265 or Trustee of the
Retail Funds (since
July 2003) and the
Institutional Funds
(since August 1994);
previously Chairman of
the Audit Committee of
the Institutional Funds
(October 2001-July
2003); formerly CFO of
the J. Paul Getty Trust.
Michael E. Nugent (69) Director Since General Partner of 197 Director of various business
c/o Triumph Capital, L.P. July 1991 Triumph Capital, L.P., organizations.
445 Park Avenue a private investment
New York, NY 10022 partnership; Chairman
of the Insurance
Committee and Director
or Trustee of the
Retail Funds (since
July 1991) and the
Institutional Funds
(since July 2001);
formerly Vice
President, Bankers
Trust Company and BT
Capital Corporation
(1984-1988).
Fergus Reid (73) Director Since Chairman of Lumelite 198 Trustee and Director of certain
c/o Lumelite Plastics July 2003 Plastics Corporation; investment companies in the JPMorgan
Corporation Chairman of the Funds complex managed by J.P. Morgan
85 Charles Colman Blvd. Governance Committee Investment Management Inc.
Pawling, NY 12564 and Director or Trustee
of the Retail Funds
(since July 2003) and
the Institutional Funds
(since June 1992).
</Table>
20
<Page>
INTERESTED DIRECTORS:
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND COMPLEX
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
INTERESTED DIRECTOR REGISTRANT TIME SERVED* DURING PAST 5 YEARS** BY DIRECTOR*** OTHER DIRECTORSHIPS HELD BY DIRECTOR
- -------------------------- ----------- ------------ ----------------------- -------------- -------------------------------------
Charles A. Fiumefreddo Chairman of Since Chairman and Director 197 None.
(72) the Board July 1991 or Trustee of the
c/o Morgan Stanley Trust and Retail Funds (since
Harborside Financial Director July 1991) and the
Center, Institutional Funds
Plaza Two, (since July 2003);
Jersey City, NJ 07311 formerly Chief
Executive Officer of
the Retail Funds (until
September 2002).
James F. Higgins (57) Director Since Director or Trustee of 197 Director of AXA Financial, Inc. and
c/o Morgan Stanley Trust June 2000 the Retail Funds (since The Equitable Life Assurance Society
Harborside Financial June 2000) and the of the United States (financial
Center, Institutional Funds services).
Plaza Two, (since July 2003);
Jersey City, NJ 07311 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).
</Table>
- ----------
* THIS IS THE EARLIEST DATE THE DIRECTOR BEGAN SERVING THE FUNDS ADVISED BY
MORGAN STANLEY INVESTMENT ADVISORS INC. (THE "INVESTMENT ADVISER") (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. 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 ADVISER AND ANY FUNDS THAT
HAVE AN INVESTMENT ADVISER THAT IS AN AFFILIATED PERSON OF THE INVESTMENT
ADVISER (INCLUDING, BUT NOT LIMITED TO, MORGAN STANLEY INVESTMENT MANAGEMENT
INC.).
21
<Page>
OFFICERS:
<Table>
<Caption>
TERM OF
POSITION(S) OFFICE AND
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER REGISTRANT TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS**
- --------------------------- --------------- --------------- -------------------------------------------------------------
Ronald E. Robison (66) President and Since May 2003 President (since September 2005) and Principal Executive
1221 Avenue of the Americas Principal Officer of funds in the Fund Complex (since May 2003);
New York, NY 10020 Executive Managing Director of Morgan Stanley & Co. Incorporated and
Officer Morgan Stanley; Managing Director and Director of Morgan
Stanley Investment Management Inc., Morgan Stanley
Distribution Inc. and Morgan Stanley Distributors Inc.;
Managing Director, Chief Administrative Officer and Director
of Morgan Stanley Investment Advisors Inc. and Morgan Stanley
Services Company Inc.; Chief Executive Officer and Director
of Morgan Stanley Trust; Director of Morgan Stanley SICAV
(since May 2004); President (since September 2005) and
Principal Executive Officer (since May 2003) of the Van
Kampen Funds; previously, Executive Vice President (July
2003-September 2005) of funds in the Fund Complex and the Van
Kampen Funds. He was also previously President and Director
of the Institutional Funds (March 2001-July 2003), Chief
Global Operations Officer of Morgan Stanley Investment
Management Inc. and Chief Executive Officer and Chairman of
Van Kampen Investor Services.
Joseph J. McAlinden (62) Vice President Since July 1995 Managing Director and Chief Investment Officer of the
1221 Avenue of the Americas Investment Adviser and Morgan Stanley Investment Management
New York, NY 10020 Inc.; Chief Investment Officer of the Van Kampen Funds; Vice
President of the Institutional Funds (since July 2003) and
the Retail Funds (since July 1995).
Barry Fink (50) Vice President Since General Counsel (since May 2000) and Managing Director (since
1221 Avenue of the Americas February 1997 December 2000) of Morgan Stanley Investment Management;
New York, NY 10020 Managing Director (since December 2000), Secretary (since
February 1997) and Director of the Investment Adviser and the
Administrator; Vice President of the Retail Funds; Assistant
Secretary of Morgan Stanley DW; Vice President of the
Institutional Funds (since July 2003); Managing Director,
Secretary and Director of the Distributor; previously
Secretary (February 1997-July 2003) and General Counsel
(February 1997-April 2004) of the Retail Funds; Vice
President and Assistant General Counsel of the Investment
Adviser and the Administrator (February 1997-December 2001).
Amy R. Doberman (43) Vice President Since July 2004 Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 Management Inc. and the Investment Adviser, Vice President of
the Institutional and Retail Funds (since July 2004); Vice
President of the Van Kampen Funds (since August 2004);
previously, Managing Director and General Counsel - Americas,
UBS Global Asset Management (July 2000-July 2004) and General
Counsel, Aeltus Investment Management, Inc. (January
1997-July 2000).
Carsten Otto (41) Chief Since October Executive Director and U.S. Director of Compliance for Morgan
1221 Avenue of the Americas Compliance 2004 Stanley Investment Management (since October 2004); Executive
New York, NY 10020 Officer Director of the Investment Adviser and Morgan Stanley
Investment Management Inc.; formerly Assistant Secretary and
Assistant General Counsel of the Morgan Stanley Retail Funds.
</Table>
22
<Page>
<Table>
<Caption>
TERM OF
POSITION(S) OFFICE AND
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER REGISTRANT TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS**
- ---------------------------- --------------- --------------- -------------------------------------------------------------
Stefanie V. Chang (38) Vice President Since July 2003 Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the Investment
New York, NY 10020 Adviser; 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 US LLP).
Francis J. Smith (40) Treasurer and Treasurer since Executive Director of the Investment Adviser and the
c/o Morgan Stanley Trust Chief July 2003 and Administration (since December 2001); previously, Vice
Harborside Financial Center, Financial Chief Financial President of the Retail Funds (September 2002-July 2003);
Plaza Two, Officer Officer since Vice President of the Investment Adviser and the
Jersey City, NJ 07311 September 2002 Administrator (August 2000-November 2001) and Senior Manager
at PricewaterhouseCoopers LLP (January 1998-August 2000).
Thomas F. Caloia (59) Vice President Since July 2003 Executive Director (since December 2002) and Assistant
c/o Morgan Stanley Trust Treasurer of the Investment Adviser, the Distributor and the
Harborside Financial Center, Administrator; previously Treasurer of the Retail Funds
Plaza Two, (April 1989-July 2003); formerly First Vice President of the
Jersey City, NJ 07311 Investment Adviser, the Distributor and the Administrator.
Mary E. Mullin (38) Secretary Since July 2003 Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the Investment
New York, NY 10020 Adviser; 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.
</Table>
- ----------
* 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.
2005 FEDERAL TAX NOTICE (UNAUDITED)
Of the Fund's ordinary dividends paid during the fiscal year ended
August 31, 2005, 4.07% was attributable to qualifying Federal
obligations. Please consult your tax advisor to determine if any
portion of the dividends you received is exempt from state income tax.
23
<Page>
DIRECTORS
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael E. Nugent
Fergus Reid
OFFICERS
Charles A. Fiumefreddo
CHAIRMAN OF THE BOARD
Ronald E. Robison
PRESIDENT and PRINCIPAL EXECUTIVE OFFICER
Joseph J. McAlinden
VICE PRESIDENT
Barry Fink
VICE PRESIDENT
Amy R. Doberman
VICE PRESIDENT
Carsten Otto
CHIEF COMPLIANCE OFFICER
Stefanie V. Chang
VICE PRESIDENT
Francis J. Smith
TREASURER and CHIEF FINANCIAL OFFICER
Thomas F. Caloia
VICE PRESIDENT
Mary E. Mullin
SECRETARY
TRANSFER AGENT
Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281
INVESTMENT ADVISER
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 directors. 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
(C)2005 Morgan Stanley
[MORGAN STANLEY LOGO]
37925RPT-RA05-00851P-T08/05
[GRAPHIC]
MORGAN STANLEY FUNDS
MORGAN STANLEY
LIQUID ASSET FUND
ANNUAL REPORT
AUGUST 31, 2005
[MORGAN STANLEY LOGO]
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Item 2. Code of Ethics.
(a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies
to its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party.
(b) No information need be disclosed pursuant to this paragraph.
(c) The Fund has amended its Code of Ethics during the period covered by the
shareholder report presented in Item 1 hereto to delete from the end of the
following paragraph on page 2 of the Code the phrase "to the detriment of the
Fund.":
"Each Covered Officer must not use his personal influence or personal
relationship improperly to influence investment decisions or financial reporting
by the Fund whereby the Covered Officer would benefit personally (directly or
indirectly)."
Additionally, Exhibit B was amended to remove Mitchell M. Merin as a covered
officer.
(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 Directors has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Directors: 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 Directors
in the absence of such designation or identification.
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Item 4. Principal Accountant Fees and Services.
(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:
2005
<Table>
<Caption>
REGISTRANT COVERED ENTITIES(1)
AUDIT FEES $ 31,496 N/A
NON-AUDIT FEES
AUDIT-RELATED FEES $ 540(2) $ (2)
TAX FEES $ 5,483(3) $ (4)
ALL OTHER FEES $ - $ -
TOTAL NON-AUDIT FEES $ 6,023 $
TOTAL $ 37,519 $
</Table>
2004
<Table>
<Caption>
REGISTRANT COVERED ENTITIES(1)
AUDIT FEES $ 30,716 N/A
NON-AUDIT FEES
AUDIT-RELATED FEES $ 452(2) $ 5,067,400(2)
TAX FEES $ 6,031(3) $ 545,053(4)
ALL OTHER FEES $ - $ -(5)
TOTAL NON-AUDIT FEES $ 6,483 $ 5,612,453
TOTAL $ 37,199 $ 5,612,453
</Table>
N/A- Not applicable, as not required by Item 4.
(1) Covered Entities include the Adviser (excluding sub-advisors)
and any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the
Registrant.
(2) Audit-Related Fees represent assurance and related services
provided that are reasonably related to the performance of the
audit of the financial statements of the Covered Entities' and
funds advised by the Adviser or its affiliates, specifically
data verification and agreed-upon procedures related to asset
securitizations and agreed-upon procedures engagements.
(3) Tax Fees represent tax compliance, tax planning and tax advice
services provided in connection with the preparation and review
of the Registrant's tax returns.
(4) Tax Fees represent tax compliance, tax planning and tax advice
services provided in connection with the review of Covered
Entities' tax returns.
(5) All other fees represent project management for future business
applications and improving business and operational processes.
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(e)(1) The audit committee's pre-approval policies and procedures are as
follows:
APPENDIX A
AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS
AS ADOPTED AND AMENDED JULY 23, 2004,(1)
1. STATEMENT OF PRINCIPLES
The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.
The SEC has issued rules specifying the types of services that an independent
auditor may not provide to its audit client, as well as the audit committee's
administration of the engagement of the independent auditor. The SEC's rules
establish two different approaches to pre-approving services, which the SEC
considers to be equally valid. Proposed services either: may be pre-approved
without consideration of specific case-by-case services by the Audit Committee
("GENERAL PRE-APPROVAL"); or require the specific pre-approval of the Audit
Committee or its delegate ("SPECIFIC PRE-APPROVAL"). The Audit Committee
believes that the combination of these two approaches in this Policy will result
in an effective and efficient procedure to pre-approve services performed by the
Independent Auditors. As set forth in this Policy, unless a type of service has
received general pre-approval, it will require specific pre-approval by the
Audit Committee (or by any member of the Audit Committee to which pre-approval
authority has been delegated) if it is to be provided by the Independent
Auditors. Any proposed services exceeding pre-approved cost levels or budgeted
amounts will also require specific pre-approval by the Audit Committee.
The appendices to this Policy describe the Audit, Audit-related, Tax and All
Other services that have the general pre-approval of the Audit Committee. The
term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.
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(1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
Procedures (the "POLICY"), adopted as of the date above, supersedes and
replaces all prior versions that may have been adopted from time to time.
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The purpose of this Policy is to set forth the policy and procedures by which
the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.
The Fund's Independent Auditors have reviewed this Policy and believes that
implementation of the Policy will not adversely affect the Independent Auditors'
independence.
2. DELEGATION
As provided in the Act and the SEC's rules, the Audit Committee may delegate
either type of pre-approval authority to one or more of its members. The member
to whom such authority is delegated must report, for informational purposes
only, any pre-approval decisions to the Audit Committee at its next scheduled
meeting.
3. AUDIT SERVICES
The annual Audit services engagement terms and fees are subject to the specific
pre-approval of the Audit Committee. Audit services include the annual financial
statement audit and other procedures required to be performed by the Independent
Auditors to be able to form an opinion on the Fund's financial statements. These
other procedures include information systems and procedural reviews and testing
performed in order to understand and place reliance on the systems of internal
control, and consultations relating to the audit. The Audit Committee will
approve, if necessary, any changes in terms, conditions and fees resulting from
changes in audit scope, Fund structure or other items.
In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,
etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.
The Audit Committee has pre-approved the Audit services in Appendix B.1. All
other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
4. AUDIT-RELATED SERVICES
Audit-related services are assurance and related services that are reasonably
related to the performance of the audit or review of the Fund's financial
statements and, to the extent they are Covered Services, the Covered Entities or
that are traditionally performed by the Independent Auditors. Because the Audit
Committee believes that the provision of Audit-related services does not impair
the independence of the auditor and is consistent with the SEC's rules on
auditor independence, the Audit Committee may grant general pre-approval to
Audit-related services. Audit-related services include, among others, accounting
consultations related to accounting, financial reporting or disclosure matters
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not classified as "Audit services"; assistance with understanding and
implementing new accounting and financial reporting guidance from rulemaking
authorities; agreed-upon or expanded audit procedures related to accounting
and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with internal control
reporting requirements under Forms N-SAR and/or N-CSR.
The Audit Committee has pre-approved the Audit-related services in Appendix B.2.
All other Audit-related services not listed in Appendix B.2 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
5. TAX SERVICES
The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent Auditors
may provide such services.
Pursuant to the preceding paragraph, the Audit Committee has pre-approved the
Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).
6. ALL OTHER SERVICES
The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.
The Audit Committee has pre-approved the All Other services in Appendix B.4.
Permissible All Other services not listed in Appendix B.4 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS
Pre-approval fee levels or budgeted amounts for all services to be provided by
the Independent Auditors will be established annually by the Audit Committee.
Any proposed services exceeding these levels or amounts will require specific
pre-approval by the Audit Committee. The Audit Committee is mindful of the
overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services.
8. PROCEDURES
All requests or applications for services to be provided by the Independent
Auditors that do not require specific approval by the Audit Committee will be
submitted to the Fund's Chief Financial Officer and must include a detailed
description of the services to be
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rendered. The Fund's Chief Financial Officer will determine whether such
services are included within the list of services that have received the general
pre-approval of the Audit Committee. The Audit Committee will be informed on a
timely basis of any such services rendered by the Independent Auditors. Requests
or applications to provide services that require specific approval by the Audit
Committee will be submitted to the Audit Committee by both the Independent
Auditors and the Fund's Chief Financial Officer, and must include a joint
statement as to whether, in their view, the request or application is consistent
with the SEC's rules on auditor independence.
The Audit Committee has designated the Fund's Chief Financial Officer to monitor
the performance of all services provided by the Independent Auditors and to
determine whether such services are in compliance with this Policy. The Fund's
Chief Financial Officer will report to the Audit Committee on a periodic basis
on the results of its monitoring. Both the Fund's Chief Financial Officer and
management will immediately report to the chairman of the Audit Committee any
breach of this Policy that comes to the attention of the Fund's Chief Financial
Officer or any member of management.
9. ADDITIONAL REQUIREMENTS
The Audit Committee has determined to take additional measures on an annual
basis to meet its responsibility to oversee the work of the Independent Auditors
and to assure the auditor's independence from the Fund, such as reviewing a
formal written statement from the Independent Auditors delineating all
relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No. 1, and discussing with the Independent Auditors
its methods and procedures for ensuring independence.
10. COVERED ENTITIES
Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:
MORGAN STANLEY RETAIL FUNDS
Morgan Stanley Investment Advisors Inc.
Morgan Stanley & Co. Incorporated
Morgan Stanley DW Inc.
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Private Limited
Morgan Stanley Asset & Investment Trust Management Co., Limited
Morgan Stanley Investment Management Company
Van Kampen Asset Management
Morgan Stanley Services Company, Inc.
Morgan Stanley Distributors Inc.
Morgan Stanley Trust FSB
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MORGAN STANLEY INSTITUTIONAL FUNDS
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Advisors Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Private Limited
Morgan Stanley Asset & Investment Trust Management Co., Limited
Morgan Stanley Investment Management Company
Morgan Stanley & Co. Incorporated
Morgan Stanley Distribution, Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP
(e)(2) Beginning with non-audit service contracts entered into on or after May
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Registrant. 100% of such
services were pre-approved by the audit committee pursuant to the Audit
Committee's pre-approval policies and procedures (attached hereto).
(f) Not applicable.
(g) See table above.
(h) The audit committee of the Board of Directors has considered whether the
provision of services other than audit services performed by the auditors to the
Registrant and Covered Entities is compatible with maintaining the auditors'
independence in performing audit services.
Item 5. Audit Committee of Listed Registrants.
(a) The Fund has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act whose members are:
Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Manual H. Johnson, Joseph J.
Kearns, Michael Nugent and Fergus Reid.
(b) Not applicable.
Item 6. Schedule of Investments
Refer to Item 1.
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Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Applicable only to reports filed by closed-end funds.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Applicable only to reports filed by closed-end funds.
Item 9. Closed-End Fund Repurchases
Applicable only to reports filed by closed-end funds.
Item 10. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 11. 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.
(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.
Item 12. 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.
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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 Liquid Asset Fund Inc.
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
October 20, 2005
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
October 20, 2005
/s/ Francis Smith
Francis Smith
Principal Financial Officer
October 20, 2005