-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F80wsj8EyrVNHEvRJB8BiIJZ/aTVqrqieuKrWB/9FTEKsWduAB/bHgLGqwuPY/oe h6SM6O//gQoo+ySeeWWK5A== 0001047469-04-032566.txt : 20041029 0001047469-04-032566.hdr.sgml : 20041029 20041029161934 ACCESSION NUMBER: 0001047469-04-032566 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040831 FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 EFFECTIVENESS DATE: 20041029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY MID CAP VALUE FUND CENTRAL INDEX KEY: 0001137876 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-10359 FILM NUMBER: 041106692 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBOSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 N-CSR 1 a2145133zn-csr.txt N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-10359 Morgan Stanley Mid-Cap Value Fund (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, 2004 Date of reporting period: August 31, 2004 Item 1 - Report to Shareholders WELCOME, SHAREHOLDER: IN THIS REPORT, YOU'LL LEARN ABOUT HOW YOUR INVESTMENT IN MORGAN STANLEY MID-CAP VALUE FUND 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 THE FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND IS SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY THAT MARKET VALUES OF SECURITIES OWNED BY THE FUND WILL DECLINE AND, THEREFORE, THE VALUE OF THE FUND'S SHARES MAY BE LESS THAN WHAT YOU PAID FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS FUND. FUND REPORT For the year ended August 31, 2004 TOTAL RETURN FOR THE 12-MONTH PERIOD ENDED AUGUST 31, 2004
LIPPER RUSSELL MID-CAP MIDCAP S&P 400 CORE VALUE MID-CAP FUNDS CLASS A CLASS B CLASS C CLASS D INDEX(1) INDEX(2) INDEX(3) 9.50% 8.72% 8.82% 9.75% 21.12% 12.42% 10.91%
THE PERFORMANCE OF THE FUND'S FOUR SHARE CLASSES VARIES BECAUSE EACH HAS DIFFERENT EXPENSES. THE FUND'S TOTAL RETURN FIGURES ASSUME THE REINVESTMENT OF ALL DISTRIBUTIONS BUT DO NOT REFLECT THE DEDUCTION OF ANY APPLICABLE SALES CHARGES. SUCH COSTS WOULD LOWER PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. SEE PERFORMANCE SUMMARY FOR STANDARDIZED PERFORMANCE INFORMATION. MARKET CONDITIONS U.S. equity returns were largely positive for the 12 months ended August 31, 2004, though the market's strength varied at different points during the review period. Performance in the first half of the period was supported by improving economic indicators and the Federal Reserve's willingness to keep interest rates low. Investors' confidence improved with the signs of a growing economy and rising corporate profits. A rising-interest-rate environment developed in the last months of the period, however, and steadily rising oil prices further served to dampen stocks and keep the market range-bound. Geopolitical concerns over the conflict in Iraq and other regions added to an uncertainty that slowed the market's progress in the second half of the period, as did concerns over the upcoming domestic presidential elections and the ongoing threat of terrorism. The financial sector performed especially strongly over the 12-month period as banks benefited from a comparatively steep yield curve. The consumer discretionary sector also outperformed its peers due to home refinancings that allowed consumers to reduce debt and increase their spending. As the economy continued to make a significant recovery, small- and mid-cap stocks generally outperformed their larger peers. PERFORMANCE ANALYSIS Morgan Stanley Mid-Cap Value Fund underperformed the Russell Midcap Value Index, the S&P 400 Mid-Cap Index and the Lipper Mid-Cap Core Funds Index for the 12 months ended August 31, 2004. The Fund's underperformance over the period was driven largely by stock selection within the health care, consumer discretionary and industrials sectors. Both an overweighted position in the health-care sector relative to the Russell Midcap Value Index and stock selection within the sector were detrimental to performance, as many pharmaceutical and health-care companies suffered from an unfavorable environment over the period. Among these, Watson Pharmaceuticals served as a particular drag on performance, as this generic drug producer was hurt by news that earnings growth forecasts would have to be revised when the company lost market share to competitors. Tenet Healthcare was another security that hurt the Fund. Having suffered from accounting problems in the past, this stock was again negatively affected by signs that a turnaround for the company would take significantly longer than had been expected as further issues relating to its accounting problems surfaced. Both an underweighted position in the consumer discretionary sector relative to the Russell Midcap Value Index and stock selection within the sector also 2 hurt performance. The Interpublic Group was a disappointing holding for the Fund, as this advertising group suffered from weak revenues and low growth in spending for advertising during the period. Bally's Total Fitness was another stock that hurt performance early in the period before the Fund sold its holdings in this company. Although its overweighted position in the industrials sector relative to the Russell Midcap Value Index was positive for the Fund, stock selection within the sector was detrimental because the portfolio did not include enough of the strongest-performing names within the sector. Positions within other sectors nevertheless served as positive drivers for the Fund over the 12 months under review. Stock selection within the telecommunications services sector provided gains for the Fund, and an underweighted position in the sector relative to the Russell Midcap Value Index was also beneficial. Within the sector, Sprint PCS Corporation was a standout performer as it bought back the tracking stock for the cellular portion of the company and brought that under the parent name. Within the basic materials sector, Lyondell Chemical was one of the top three contributors to performance, as the company saw a turnaround during the period, with the economic recovery supporting the improvement of both commodity prices and the market for the products the company provides, and as the company also made an acquisition the market viewed as positive. An overweighted position in the energy sector affected the Fund positively as rising oil prices boosted the performance of many energy companies. Among these, Valero Energy provided gains as the refining and marketing company saw its profit margins greatly increase, and the oil and gas exploration entity Transocean benefited similarly from high oil prices. 3 TOP 10 HOLDINGS Goodrich Corp. 3.8% Lyondell Chemical Co. 3.7 Sovereign Bancorp, Inc. 3.2 Hubbell, Inc. (Class B) 3.2 BISYS Group, Inc. (The) 3.1 International Flavors & Fragrances, Inc. 3.0 Bausch & Lomb, Inc. 3.0 Valassis Communications, Inc. 2.9 Assurant, Inc. 2.7 Sabre Holdings Corp. 2.5
TOP FIVE INDUSTRIES Electric Utilities 8.4% Medical Specialties 7.3 Specialty Insurance 4.8 Real Estate Investment Trusts 4.3 Specialty Stores 4.0
DATA AS OF AUGUST 31, 2004. SUBJECT TO CHANGE DAILY. ALL PERCENTAGES FOR TOP 10 HOLDINGS AND TOP FIVE INDUSTRIES ARE AS A PERCENTAGE OF NET ASSETS. 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. INVESTMENT STRATEGY THE FUND WILL NORMALLY INVEST AT LEAST 80% OF ITS ASSETS IN COMMON STOCK AND OTHER EQUITY SECURITIES, INCLUDING DEPOSITARY RECEIPTS AND SECURITIES CONVERTIBLE INTO COMMON STOCK, OF COMPANIES TRADED ON A U.S. SECURITIES EXCHANGE WITH MARKET CAPITALIZATIONS THAT FALL WITHIN THE RANGE OF COMPANIES INCLUDED IN THE RUSSELL MIDCAP VALUE INDEX. AS OF JUNE 30, 2003, THESE MARKET CAPITALIZATIONS RANGE BETWEEN $462.44 MILLION AND $10.38 BILLION. IN PURSUING ITS INVESTMENT OBJECTIVE, THE FUND'S "INVESTMENT MANAGER," MORGAN STANLEY INVESTMENT ADVISORS INC., SEEKS ATTRACTIVELY VALUED COMPANIES EXPERIENCING A CHANGE THAT THE INVESTMENT MANAGER BELIEVES COULD HAVE A POSITIVE IMPACT ON A COMPANY'S OUTLOOK, SUCH AS A CHANGE IN MANAGEMENT, INDUSTRY DYNAMICS OR OPERATIONAL EFFICIENCY. IN DETERMINING WHETHER SECURITIES SHOULD BE SOLD, THE INVESTMENT MANAGER CONSIDERS A NUMBER OF FACTORS, INCLUDING APPRECIATION TO FAIR VALUE, FUNDAMENTAL CHANGE IN THE COMPANY OR CHANGES IN ECONOMIC OR MARKET TRENDS. THE INVESTMENT MANAGER MAY PURCHASE STOCKS THAT TYPICALLY DO NOT PAY DIVIDENDS. 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 WEBSITE, www.morganstanley.com. EACH MORGAN STANLEY FUND 4 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 WEBSITE. 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 WEBSITE, 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. YOU MAY OBTAIN COPIES OF A FUND'S FISCAL QUARTER FILINGS BY CONTACTING MORGAN STANLEY CLIENT RELATIONS AT (800) 869-NEWS. PROXY VOTING POLICIES AND PROCEDURES A DESCRIPTION OF (1) THE FUND'S POLICIES AND PROCEDURES WITH RESPECT TO THE VOTING OF PROXIES RELATING TO THE FUND'S PORTFOLIO SECURITIES AND (2) HOW THE FUND VOTED PROXIES RELATING TO PORTFOLIO SECURITIES DURING THE MOST RECENT 12-MONTH PERIOD ENDED AUGUST 31, 2004, IS AVAILABLE WITHOUT CHARGE, UPON REQUEST, BY CALLING (800) 869-NEWS OR BY VISITING THE MUTUAL FUND CENTER ON OUR WEBSITE AT www.morganstanley.com. THIS INFORMATION IS ALSO AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT http://www.sec.gov. ANNUAL HOUSEHOLDING NOTICE TO REDUCE PRINTING AND MAILING COSTS, THE FUND ATTEMPTS TO ELIMINATE DUPLICATE MAILINGS TO THE SAME ADDRESS. THE FUND DELIVERS A SINGLE COPY OF CERTAIN SHAREHOLDER DOCUMENTS, INCLUDING SHAREHOLDER REPORTS, PROSPECTUSES AND PROXY MATERIALS, TO INVESTORS WITH THE SAME LAST NAME WHO RESIDE AT THE SAME ADDRESS. YOUR PARTICIPATION IN THIS PROGRAM WILL CONTINUE FOR AN UNLIMITED PERIOD OF TIME UNLESS YOU INSTRUCT US OTHERWISE. YOU CAN REQUEST MULTIPLE COPIES OF THESE DOCUMENTS BY CALLING (800) 350-6414, 8:00 A.M. TO 8:00 P.M. ET. ONCE OUR CUSTOMER SERVICE CENTER HAS RECEIVED YOUR INSTRUCTIONS, WE WILL BEGIN SENDING INDIVIDUAL COPIES FOR EACH ACCOUNT WITHIN 30 DAYS. 5 PERFORMANCE SUMMARY [CHART] PERFORMANCE OF A $10,000 INVESTMENT ($ IN THOUSANDS)
CLASS A^ CLASS B^ CLASS C^ CLASS D^ RUSSELL(1) S&P 400(2) LIPPER(3) 29-Oct-01 $ 9,475 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 30-Nov-01 $ 10,006 $ 10,560 $ 10,560 $ 10,570 $ 10,568 $ 10,599 $ 10,631 28-Feb-02 $ 9,829 $ 10,343 $ 10,343 $ 10,378 $ 11,298 $ 11,102 $ 10,794 31-May-02 $ 9,592 $ 10,073 $ 10,072 $ 10,137 $ 11,850 $ 11,641 $ 11,102 31-Aug-02 $ 7,770 $ 8,153 $ 8,152 $ 8,224 $ 10,331 $ 9,793 $ 9,361 30-Nov-02 $ 8,017 $ 8,393 $ 8,392 $ 8,485 $ 10,187 $ 9,937 $ 9,631 28-Feb-03 $ 7,125 $ 7,442 $ 7,442 $ 7,543 $ 9,509 $ 9,030 $ 8,810 31-May-03 $ 8,577 $ 8,943 $ 8,942 $ 9,086 $ 11,171 $ 10,577 $ 10,296 31-Aug-03 $ 9,592 $ 9,983 $ 9,982 $ 10,167 $ 12,010 $ 11,595 $ 11,279 30-Nov-03 $ 10,038 $ 10,423 $ 10,423 $ 10,638 $ 13,162 $ 12,709 $ 12,229 29-Feb-04 $ 10,987 $ 11,394 $ 11,393 $ 11,660 $ 14,441 $ 13,520 $ 13,124 31-May-04 $ 10,607 $ 10,983 $ 10,983 $ 11,259 $ 14,208 $ 13,404 $ 12,879 31-Aug-04 $ 10,503 $ 10,553 $ 10,863 $ 11,159 $ 14,547 $ 13,036 $ 12,510
ENDING VALUE
CLASS A^ CLASS B^ CLASS C^ CLASS D^ RUSSELL(1) S&P 400(2) LIPPER(3) ------------ ------------ ------------ ------------ ------------ ------------ ------------ $ 10,503 $ 10,553 $ 10,863 $ 11,159 $ 14,547 $ 13,036 $ 12,510
6 AVERAGE ANNUAL TOTAL RETURNS--PERIOD ENDED AUGUST 31, 2004
CLASS A SHARES* CLASS B SHARES** CLASS C SHARES+ CLASS D SHARES++ (SINCE 10/29/01) (SINCE 10/29/01) (SINCE 10/29/01) (SINCE 10/29/01) SYMBOL MDFAX MDFBX MDFCX MDFDX 1 YEAR 9.50%(4) 8.72%(4) 8.82%(4) 9.75%(4) 3.75(5) 3.72(5) 7.82(5) -- SINCE INCEPTION 3.69(4) 2.93(4) 2.96(4) 3.94(4) 1.74(5) 1.92(5) 2.96(5) --
PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT MORGANSTANLEY.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND FUND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE GRAPH AND TABLE DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. PERFORMANCE FOR CLASS A, CLASS B, CLASS C, AND CLASS D SHARES WILL VARY DUE TO DIFFERENCES IN SALES CHARGES AND EXPENSES. * THE MAXIMUM FRONT-END SALES CHARGE FOR CLASS A IS 5.25%. ** THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR CLASS B IS 5.0%. THE CDSC DECLINES TO 0% AFTER SIX YEARS. + THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE FOR CLASS C IS 1% FOR SHARES REDEEMED WITHIN ONE YEAR OF PURCHASE. ++ CLASS D HAS NO SALES CHARGE. (1) THE RUSSELL MIDCAP VALUE INDEX MEASURES THE PERFORMANCE OF THOSE RUSSELL MIDCAP COMPANIES WITH LOWER PRICE-TO-BOOK RATIOS AND LOWER FORECASTED GROWTH VALUES. THE STOCKS ARE ALSO MEMBERS OF THE RUSSELL 1000 VALUE INDEX. INDEXES ARE UNMANAGED AND THEIR RETURNS DO NOT INCLUDE ANY SALES CHARGES OR FEES. SUCH COSTS WOULD LOWER PERFORMANCE. IT IS NOT POSSIBLE TO INVEST DIRECTLY IN AN INDEX. THE FUND'S BENCHMARK WAS CHANGED FROM THE STANDARD AND POOR'S MID-CAP 400 INDEX TO THE RUSSELL MIDCAP VALUE INDEX TO MORE ACCURATELY REFLECT THE FUND'S INVESTABLE UNIVERSE. (2) THE STANDARD AND POOR'S MID-CAP 400 INDEX (S&P 400) IS A MARKET-VALUE WEIGHTED INDEX, THE PERFORMANCE OF WHICH IS BASED ON THE PERFORMANCE OF 400 DOMESTIC STOCKS CHOSEN FOR MARKET SIZE, LIQUIDITY AND INDUSTRY GROUP REPRESENTATION. INDEXES ARE UNMANAGED AND THEIR RETURNS DO NOT INCLUDE ANY SALES CHARGES OR FEES. SUCH COSTS WOULD LOWER PERFORMANCE. IT IS NOT POSSIBLE TO INVEST DIRECTLY IN AN INDEX. (3) THE LIPPER MID-CAP CORE FUNDS INDEX IS AN EQUALLY WEIGHTED PERFORMANCE INDEX OF THE LARGEST QUALIFYING FUNDS (BASED ON NET ASSETS) IN THE LIPPER MID-CAP CORE FUNDS CLASSIFICATION. THE INDEX, WHICH IS ADJUSTED FOR CAPITAL GAINS DISTRIBUTIONS AND INCOME DIVIDENDS, IS UNMANAGED AND SHOULD NOT BE CONSIDERED AN INVESTMENT. THERE ARE CURRENTLY 30 FUNDS REPRESENTED IN THIS INDEX. (4) FIGURE SHOWN ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS AND DOES NOT REFLECT THE DEDUCTION OF ANY SALES CHARGES. (5) FIGURE SHOWN ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS AND THE DEDUCTION OF THE MAXIMUM APPLICABLE SALES CHARGE. SEE THE FUND'S CURRENT PROSPECTUS FOR COMPLETE DETAILS ON FEES AND SALES CHARGES. ^ ENDING VALUE ASSUMING A COMPLETE REDEMPTION ON AUGUST 31, 2004. 7 EXPENSE EXAMPLE As a shareholder of the Fund, you incur ongoing costs, including management 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 03/01/04 - 08/31/04. 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.
BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD * --------------- --------------- --------------- 03/01/04 - 03/01/04 08/31/04 08/31/04 --------------- --------------- --------------- CLASS A Actual (-4.40% return) $ 1,000.00 $ 956.00 $ 6.88 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.10 $ 7.10 CLASS B Actual (-4.74% return) $ 1,000.00 $ 952.60 $ 10.60 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,014.28 $ 10.94 CLASS C Actual (-4.65% return) $ 1,000.00 $ 953.50 $ 9.82 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,015.08 $ 10.13 CLASS D Actual (-4.30% return) $ 1,000.00 $ 957.00 $ 5.71 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,019.30 $ 5.89
- ---------- * EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO OF 1.40%, 2.16%, 2.00% AND 1.16% RESPECTIVELY, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 184/366 (TO REFLECT THE ONE-HALF YEAR PERIOD). 8 MORGAN STANLEY MID-CAP VALUE FUND PORTFOLIO OF INVESTMENTS - AUGUST 31, 2004
NUMBER OF SHARES VALUE - --------------------------------------------------------------------------------------- COMMON STOCKS (98.4%) ADVERTISING/MARKETING SERVICES (3.8%) 275,780 Interpublic Group of Companies, Inc. (The)* $ 2,909,479 312,040 Valassis Communications, Inc.* 8,818,250 -------------- 11,727,729 -------------- AEROSPACE & DEFENSE (3.8%) 372,526 Goodrich Corp. 11,831,426 -------------- AUTO PARTS: O.E.M. (1.7%) 69,500 Magna International Inc. (Class A) (Canada) 5,176,360 -------------- CHEMICALS: SPECIALTY (3.7%) 579,490 Lyondell Chemical Co. 11,410,158 -------------- CONTAINERS/PACKAGING (2.2%) 98,220 Temple-Inland, Inc. 6,706,462 -------------- CONTRACT DRILLING (3.7%) 166,447 GlobalSantaFe Corp. (Cayman Islands) 4,640,542 219,370 Transocean Inc. (Cayman Islands)* 6,734,659 -------------- 11,375,201 -------------- DATA PROCESSING SERVICES (3.1%) 671,376 BISYS Group, Inc. (The)* 9,533,539 -------------- ELECTRIC UTILITIES (8.4%) 458,920 Allegheny Energy, Inc.* 6,741,535 253,396 Edison International 6,811,285 159,670 Pinnacle West Capital Corp. 6,739,671 177,480 Wisconsin Energy Corp. 5,812,470 -------------- 26,104,961 -------------- ELECTRICAL PRODUCTS (3.2%) 227,140 Hubbell, Inc. (Class B) 9,801,091 -------------- ELECTRONIC PRODUCTION EQUIPMENT (1.9%) 481,800 Cadence Design Systems, Inc.* 5,988,774 -------------- ENGINEERING & CONSTRUCTION (2.3%) 163,500 Fluor Corp. $ 6,989,625 -------------- FINANCIAL CONGLOMERATES (1.9%) 347,340 Conseco Inc.* 5,904,780 -------------- FINANCIAL PUBLISHING/SERVICES (0.9%) 116,480 Equifax, Inc. 2,842,112 -------------- FOOD RETAIL (2.3%) 288,200 Albertson's, Inc. 7,083,956 -------------- HOTELS/RESORTS/CRUISELINES (1.4%) 98,030 Starwood Hotels & Resorts Worldwide, Inc. 4,332,926 -------------- HOUSEHOLD/PERSONAL CARE (3.0%) 238,590 International Flavors & Fragrances, Inc. 9,192,873 -------------- INFORMATION TECHNOLOGY SERVICES (1.5%) 587,026 BearingPoint, Inc.* 4,737,300 -------------- INTEGRATED OIL (1.8%) 69,600 Amerada Hess Corp. 5,602,800 -------------- INVESTMENT BANKS/BROKERS (1.8%) 160,980 Edwards (A.G.), Inc. 5,598,884 -------------- MAJOR BANKS (2.4%) 124,000 Comerica, Inc. 7,458,600 -------------- MEDICAL SPECIALTIES (7.3%) 344,520 Applera Corp. - Applied Biosystems Group 6,559,661 139,020 Bausch & Lomb, Inc. 9,168,369 285,650 Pall Corp. 6,958,434 -------------- 22,686,464 -------------- MISCELLANEOUS COMMERCIAL SERVICES (2.5%) 339,160 Sabre Holdings Corp. 7,800,680 --------------
SEE NOTES TO FINANCIAL STATEMENTS 9
NUMBER OF SHARES VALUE - --------------------------------------------------------------------------------------- MULTI-LINE INSURANCE (1.7%) 303,230 Horace Mann Educators Corp. $ 5,145,813 -------------- OIL & GAS PIPELINES (2.5%) 947,000 El Paso Corp. 7,746,460 -------------- OIL REFINING/MARKETING (1.2%) 58,709 Valero Energy Corp. 3,876,555 -------------- PERSONNEL SERVICES (2.3%) 167,229 Manpower, Inc. 7,062,081 -------------- PHARMACEUTICALS: GENERIC DRUGS (2.2%) 17,889 Mylan Laboratories, Inc. 311,626 232,310 Watson Pharmaceuticals, Inc.* 6,397,817 -------------- 6,709,443 -------------- PROPERTY - CASUALTY INSURERS (1.2%) 94,590 ACE Ltd. (Bermuda) 3,646,445 -------------- PUBLISHING: BOOKS/MAGAZINES (2.5%) 262,330 Scholastic Corp.* 7,673,153 -------------- REAL ESTATE INVESTMENT TRUSTS (4.3%) 231,000 General Growth Properties, Inc. 6,969,270 115,000 Macerich Co. (The) 6,267,500 -------------- 13,236,770 -------------- RESTAURANTS (1.9%) 277,530 Darden Restaurants, Inc. 5,830,905 -------------- SAVINGS BANKS (3.2%) 454,490 Sovereign Bancorp, Inc. 9,935,152 -------------- SERVICES TO THE HEALTH INDUSTRY (2.0%) 259,930 IMS Health Inc. 6,064,167 -------------- SPECIALTY INSURANCE (4.8%) 319,380 Assurant, Inc. 8,476,345 150,480 PMI Group, Inc. (The) 6,249,434 -------------- 14,725,779 -------------- SPECIALTY STORES (4.0%) 253,950 Linens 'N Things, Inc.* $ 6,369,066 383,540 Office Depot, Inc.* 6,140,475 -------------- 12,509,541 -------------- TOTAL COMMON STOCKS (COST $288,147,644) 304,048,965 -------------- PRINCIPAL AMOUNT IN THOUSANDS - ------------ SHORT-TERM INVESTMENT (2.0%) REPURCHASE AGREEMENT $ 6,280 Joint repurchase agreement account 1.57% due 09/01/04 (dated 08/31/04; proceeds $6,280,274)(a) (COST $6,280,000) 6,280,000 -------------- TOTAL INVESTMENTS (COST $294,427,644)(b) 100.4% 310,328,965 LIABILITIES IN EXCESS OF OTHER ASSETS (0.4) (1,306,354) ----- -------------- NET ASSETS 100.0% $ 309,022,611 ===== ==============
- ---------- * NON-INCOME PRODUCING SECURITY. (a) COLLATERALIZED BY FEDERAL AGENCY AND U.S. TREASURY OBLIGATIONS. (b) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $295,031,055. THE AGGREGATE GROSS UNREALIZED APPRECIATION IS $26,089,758 AND THE AGGREGATE GROSS UNREALIZED DEPRECIATION IS $10,791,848, RESULTING IN NET UNREALIZED APPRECIATION OF $15,297,910. SEE NOTES TO FINANCIAL STATEMENTS 10 MORGAN STANLEY MID-CAP VALUE FUND SUMMARY OF INVESTMENTS - AUGUST 31, 2004
PERCENT OF INDUSTRY VALUE NET ASSETS - ------------------------------------------------------------------------------- Electric Utilities $ 26,104,961 8.4% Medical Specialties 22,686,464 7.3 Specialty Insurance 14,725,779 4.8 Real Estate Investment Trusts 13,236,770 4.3 Specialty Stores 12,509,541 4.0 Aerospace & Defense 11,831,426 3.8 Advertising/Marketing Services 11,727,729 3.8 Chemicals: Specialty 11,410,158 3.7 Contract Drilling 11,375,201 3.7 Savings Banks 9,935,152 3.2 Electrical Products 9,801,091 3.2 Data Processing Services 9,533,539 3.1 Household/Personal Care 9,192,873 3.0 Miscellaneous Commercial Services 7,800,680 2.5 Oil & Gas Pipelines 7,746,460 2.5 Publishing: Books/Magazines 7,673,153 2.5 Major Banks 7,458,600 2.4 Food Retail 7,083,956 2.3 Personnel Services 7,062,081 2.3 Engineering & Construction 6,989,625 2.3 Pharmaceuticals: Generic Drugs $ 6,709,443 2.2% Containers/Packaging 6,706,462 2.2 Repurchase Agreement 6,280,000 2.0 Services to the Health Industry 6,064,167 2.0 Electronic Production Equipment 5,988,774 1.9 Financial Conglomerates 5,904,780 1.9 Restaurants 5,830,905 1.9 Integrated Oil 5,602,800 1.8 Investment Banks/Brokers 5,598,884 1.8 Auto Parts: O.E.M 5,176,360 1.7 Multi-Line Insurance 5,145,813 1.7 Information Technology Services 4,737,300 1.5 Hotels/Resorts/Cruiselines 4,332,926 1.4 Oil Refining/Marketing 3,876,555 1.2 Property - Casualty Insurers 3,646,445 1.2 Financial Publishing/Services 2,842,112 0.9 ------------- ----- $ 310,328,965 100.4% ============= =====
SEE NOTES TO FINANCIAL STATEMENTS 11 MORGAN STANLEY MID-CAP VALUE FUND FINANCIAL STATEMENTS Statement of Assets and Liabilities AUGUST 31, 2004 ASSETS: Investments in securities, at value (cost $294,427,644) $ 310,328,965 Receivable for: Investments sold 1,738,657 Shares of beneficial interest sold 458,497 Dividends 377,290 Prepaid expenses and other assets 19,145 --------------- Total Assets 312,922,554 --------------- LIABILITIES: Payable for: Investments purchased 3,285,891 Shares of beneficial interest redeemed 267,373 Investment management fee 213,400 Distribution fee 60,736 Accrued expenses and other payables 72,543 --------------- TOTAL LIABILITIES 3,899,943 --------------- NET ASSETS $ 309,022,611 =============== COMPOSITION OF NET ASSETS: Paid-in-capital $ 263,136,543 Net unrealized appreciation 15,901,321 Net investment loss (2,421) Accumulated undistributed net realized gain 29,987,168 --------------- NET ASSETS $ 309,022,611 =============== CLASS A SHARES: Net Assets $ 3,877,576 Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE) 350,106 NET ASSET VALUE PER SHARE $ 11.08 =============== MAXIMUM OFFERING PRICE PER SHARE, (NET ASSET VALUE PLUS 5.54% OF NET ASSET VALUE) $ 11.69 =============== CLASS B SHARES: Net Assets $ 60,987,060 Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE) 5,620,371 NET ASSET VALUE PER SHARE $ 10.85 =============== CLASS C SHARES: Net Assets $ 8,119,074 Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE) 747,633 NET ASSET VALUE PER SHARE $ 10.86 =============== CLASS D SHARES: Net Assets $ 236,038,901 Shares Outstanding (UNLIMITED AUTHORIZED, $.01 PAR VALUE) 21,178,132 NET ASSET VALUE PER SHARE $ 11.15 ===============
SEE NOTES TO FINANCIAL STATEMENTS 12 Statement of Operations FOR THE YEAR ENDED AUGUST 31, 2004 NET INVESTMENT LOSS: INCOME Dividends $ 3,840,094 Interest 107,192 --------------- TOTAL INCOME 3,947,286 --------------- EXPENSES Investment management fee 2,510,907 Transfer agent fees and expenses 798,244 Distribution fee (Class A shares) 8,530 Distribution fee (Class B shares) 635,412 Distribution fee (Class C shares) 75,224 Registration fees 124,423 Shareholder reports and notices 109,303 Professional fees 68,260 Custodian fees 21,404 Trustees' fees and expenses 2,038 Other 11,985 --------------- TOTAL EXPENSES 4,365,730 --------------- NET INVESTMENT LOSS (418,444) --------------- NET REALIZED AND UNREALIZED GAIN (LOSS): Net realized gain 59,481,420 Net change in unrealized appreciation (31,996,129) --------------- NET GAIN 27,485,291 --------------- NET INCREASE $ 27,066,847 ===============
SEE NOTES TO FINANCIAL STATEMENTS 13 Statement of Changes in Net Assets
FOR THE YEAR FOR THE YEAR ENDED ENDED AUGUST 31, 2004 AUGUST 31, 2003 --------------- --------------- INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment loss $ (418,444) $ (873,726) Net realized gain (loss) 59,481,420 (15,371,350) Net change in unrealized appreciation/depreciation (31,996,129) 70,528,599 --------------- --------------- NET INCREASE 27,066,847 54,283,523 Net increase from transactions in shares of beneficial interest 5,687,638 63,479,985 --------------- --------------- NET INCREASE 32,754,485 117,763,508 NET ASSETS: Beginning of period 276,268,126 158,504,618 --------------- --------------- END OF PERIOD (Including a net investment loss of $2,421 and $0, respectively) $ 309,022,611 $ 276,268,126 =============== ===============
SEE NOTES TO FINANCIAL STATEMENTS 14 Morgan Stanley Mid-Cap Value Fund NOTES TO FINANCIAL STATEMENTS - AUGUST 31, 20041. 1. ORGANIZATION AND ACCOUNTING POLICIES Morgan Stanley Mid-Cap Value Fund (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 objective is above-average total return. The Fund was organized as a Massachusetts business trust on April 12, 2001 and commenced operations on October 29, 2001. The Fund offers Class A shares, Class B shares, Class C shares and Class D shares. The four classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, and most Class B shares and Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within one year, six years and one year, respectively. Class D shares are not subject to a sales charge. Additionally, Class A shares, Class B shares and Class C shares incur distribution expenses. The following is a summary of significant accounting policies: A. VALUATION OF INVESTMENTS -- (1) an equity portfolio security listed or traded on the New York Stock Exchange ("NYSE") or American Stock Exchange or other exchange is valued at its latest sale price prior to the time when assets are valued; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (2) an equity portfolio security listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (3) all other portfolio securities for which over-the-counter market quotations are readily available are valued at the mean between the last reported bid and asked price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (4) for equity securities traded on foreign exchanges, the last reported sale price or the latest bid price may be used if there were no sales on a particular day; (5) when market quotations are not readily available or Morgan Stanley Investment Advisors Inc. (the "Investment Manager") determines that the latest sale price, the bid price or the mean between the last reported bid and asked price do not reflect a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Fund's Trustees or by the Investment Manager using a pricing service and/or procedures approved by the Trustees of the Fund; (6) certain portfolio securities may be valued by an outside pricing service approved by the Fund's Trustees; and (7) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost. 15 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. Dividend income and other distributions are recorded on the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily. C. REPURCHASE AGREEMENTS -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated entities managed by the Investment Manager, may transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are invested in one or more repurchase agreements and are collateralized by cash, U.S. Treasury or federal agency obligations. The Fund may also invest directly with institutions in repurchase agreements. The Fund's custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest. D. MULTIPLE CLASS ALLOCATIONS -- Investment income, expenses (other than distribution fees), and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Distribution fees are charged directly to the respective class. E. 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. F. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions to shareholders are recorded on the ex-dividend date. G. 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 MANAGEMENT AGREEMENT Pursuant to an Investment Management Agreement, the Fund pays the Investment Manager a management fee, accrued daily and payable monthly, by applying the annual rate of 0.80% to the net assets of the Fund determined as of the close of each business day. 3. PLAN OF DISTRIBUTION Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued 16 daily and paid monthly at the following annual rates: (i) Class A -- up to 0.25% of the average daily net assets of Class A; (ii) Class B -- up to 1.0% of the average daily net assets of Class B; and (iii) Class C -- up to 1.0% of the average daily net assets of Class C. In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $1,840,328 at August 31, 2004. In the case of Class A shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily net assets of Class A or Class C, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors or other selected broker-dealer representatives may be reimbursed in the subsequent calendar year. For the year ended August 31, 2004, the distribution fee was accrued for Class A shares and Class C shares at the annual rate of 0.24% and 0.92%, respectively. The Distributor has informed the Fund that for the year ended August 31, 2004, it received contingent deferred sales charges from certain redemptions of the Fund's Class B shares and Class C shares of $174,462 and $1,246, respectively and received $49,468 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges which are not an expense of the Fund. 4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the year ended August 31, 2004 aggregated $461,713,810 and $456,093,595, respectively. For the year ended August 31, 2004, the Fund incurred brokerage commissions of $30,606 with Morgan Stanley & Co., an affiliate of the Investment Manager and Distributor, for portfolio transactions executed on behalf of the Fund. Morgan Stanley Trust, an affiliate of the Investment Manager and Distributor, is the Fund's transfer agent. At August 31, 2004, the Fund had transfer agent fees and expenses payable of approximately $4,500. Effective April 1, 2004, the Fund began an unfunded Deferred Compensation Plan (the "Compensation Plan") which allows each independent Trustee to defer payment of all, or a portion, of the fees he receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have 17 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. FEDERAL INCOME TAX STATUS The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital. As of August 31, 2004, the tax-basis components of accumulated earnings were as follows: Undistributed ordinary income $ 23,372,472 Undistributed long-term gains 7,215,686 ------------ Net accumulated earnings 30,588,158 Net unrealized appreciation 15,297,910 ------------ Total accumulated earnings $ 45,886,068 ============
During the year ended August 31, 2004, the Fund utilized its net capital loss carryforward of $15,087,682. As of August 31, 2004, the Fund had temporary book/tax differences primarily attributable to capital loss deferrals on wash sales and permanent book/tax differences primarily attributable to a net operating loss. To reflect reclassifications arising from the permanent differences, paid-in-capital was charged $34, accumulated undistributed net realized gain was charged $415,989 and net investment loss was credited $416,023. 18 6. SHARES OF BENEFICIAL INTEREST Transactions in shares of beneficial interest were as follows:
FOR THE YEAR FOR THE YEAR ENDED ENDED AUGUST 31, 2004 AUGUST 31, 2003 -------------------------------- -------------------------------- SHARES AMOUNT SHARES AMOUNT -------------- -------------- -------------- -------------- CLASS A SHARES Sold 191,872 $ 2,117,784 115,054 $ 961,173 Redeemed (155,519) (1,682,332) (173,866) (1,426,387) -------------- -------------- -------------- -------------- Net increase (decrease) -- Class A 36,353 435,452 (58,812) (465,214) -------------- -------------- -------------- -------------- CLASS B SHARES Sold 1,704,312 18,264,020 1,366,029 11,463,631 Redeemed (1,775,835) (19,169,149) (2,293,090) (18,471,458) -------------- -------------- -------------- -------------- Net decrease -- Class B (71,523) (905,129) (927,061) (7,007,827) -------------- -------------- -------------- -------------- CLASS C SHARES Sold 199,107 2,139,241 227,668 1,891,523 Redeemed (176,524) (1,908,368) (282,157) (2,259,257) -------------- -------------- -------------- -------------- Net increase (decrease) -- Class C 22,583 230,873 (54,489) (367,734) -------------- -------------- -------------- -------------- CLASS D SHARES Sold 6,072,743 66,771,159 13,696,927 111,374,767 Redeemed (5,485,609) (60,844,717) (4,701,478) (40,054,007) -------------- -------------- -------------- -------------- Net increase -- Class D 587,134 5,926,442 8,995,449 71,320,760 -------------- -------------- -------------- -------------- Net increase in Fund 574,547 $ 5,687,638 7,955,087 $ 63,479,985 ============== ============== ============== ==============
7. LEGAL MATTERS The Investment Manager, certain affiliates of the Investment Manager, certain officers of such affiliates and certain investment companies advised by the Investment Manager or its affiliates, including the Fund, are named as defendants in a number of similar class action complaints which were recently consolidated. This consolidated action also names as defendants certain individual Trustees and Directors of the Morgan Stanley funds. The consolidated amended complaint generally alleges that defendants, including the Fund, violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Investment Manager and certain affiliates of the Investment Manager allegedly offered economic incentives to brokers and others to recommend the funds advised by the Investment Manager or its affiliates to investors rather than funds managed by other companies, and (ii) that the funds advised by the Investment Manager or its affiliates, including the Fund, allegedly 19 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. While the Fund believes that it 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. 20 Morgan Stanley Mid-Cap Value Fund FINANCIAL HIGHLIGHTS Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:
FOR THE PERIOD FOR THE YEAR FOR THE YEAR OCTOBER 29, 2001* ENDED ENDED THROUGH AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 --------------- --------------- ----------------- CLASS A SHARES SELECTED PER SHARE DATA: Net asset value, beginning of period $ 10.11 $ 8.19 $ 10.00 --------------- --------------- ----------------- Income (loss) from investment operations: Net investment loss^ (0.02) (0.03) (0.04) Net realized and unrealized gain (loss) 0.99 1.95 (1.76) --------------- --------------- ----------------- Total income (loss) from investment operations 0.97 1.92 (1.80) --------------- --------------- ----------------- Less dividends from net investment income -- -- (0.01) --------------- --------------- ----------------- Net asset value, end of period $ 11.08 $ 10.11 $ 8.19 =============== =============== ================= TOTAL RETURN+ 9.50% 23.44% (17.99)%(1) RATIOS TO AVERAGE NET ASSETS(3): Expenses 1.40% 1.47% 1.45%(2)(4) Net investment loss (0.14)% (0.39)% (0.58)%(2)(4) SUPPLEMENTAL DATA: Net assets, end of period, in thousands $ 3,878 $ 3,173 $ 3,053 Portfolio turnover rate 151% 165% 121%(1)
- ---------- * COMMENCEMENT OF OPERATIONS. ^ THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. + DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE. CALCULATED BASED ON THE NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD. (1) NOT ANNUALIZED. (2) ANNUALIZED. (3) REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC EXPENSES. (4) IF THE FUND HAD BORNE ALL ITS EXPENSES THAT WERE REIMBURSED OR WAIVED BY THE INVESTMENT MANAGER, THE ANNUALIZED EXPENSE AND NET INVESTMENT LOSS RATIOS WOULD HAVE BEEN 1.66% AND (0.79)%, RESPECTIVELY. SEE NOTES TO FINANCIAL STATEMENTS 21
FOR THE PERIOD FOR THE YEAR FOR THE YEAR OCTOBER 29, 2001* ENDED ENDED THROUGH AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 --------------- --------------- ----------------- CLASS B SHARES SELECTED PER SHARE DATA: Net asset value, beginning of period $ 9.98 $ 8.15 $ 10.00 --------------- --------------- ----------------- Income (loss) from investment operations: Net investment loss^ (0.10) (0.09) (0.10) Net realized and unrealized gain (loss) 0.97 1.92 (1.75) --------------- --------------- ----------------- Total income (loss) from investment operations 0.87 1.83 (1.85) --------------- --------------- ----------------- Less dividends from net investment income -- -- 0.00++ --------------- --------------- ----------------- Net asset value, end of period $ 10.85 $ 9.98 $ 8.15 =============== =============== ================= TOTAL RETURN+ 8.72% 22.45% (18.47)%(1) RATIOS TO AVERAGE NET ASSETS(3): Expenses 2.16% 2.24% 2.20%(2)(4) Net investment loss (0.90)% (1.16)% (1.33)%(2)(4) SUPPLEMENTAL DATA: Net assets, end of period, in thousands $ 60,987 $ 56,823 $ 53,948 Portfolio turnover rate 151% 165% 121%(1)
- ---------- * COMMENCEMENT OF OPERATIONS. ^ THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. + DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE. CALCULATED BASED ON THE NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD. ++ LESS THAN $0.005 PER SHARE. (1) NOT ANNUALIZED. (2) ANNUALIZED. (3) REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC EXPENSES. (4) IF THE FUND HAD BORNE ALL ITS EXPENSES THAT WERE REIMBURSED OR WAIVED BY THE INVESTMENT MANAGER, THE ANNUALIZED EXPENSE AND NET INVESTMENT LOSS RATIOS WOULD HAVE BEEN 2.41% AND (1.54)%, RESPECTIVELY. SEE NOTES TO FINANCIAL STATEMENTS 22
FOR THE PERIOD FOR THE YEAR FOR THE YEAR OCTOBER 29, 2001* ENDED ENDED THROUGH AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 --------------- --------------- ----------------- CLASS C SHARES SELECTED PER SHARE DATA: Net asset value, beginning of period $ 9.98 $ 8.15 $ 10.00 --------------- --------------- ----------------- Income (loss) from investment operations: Net investment loss^ (0.09) (0.09) (0.10) Net realized and unrealized gain (loss) 0.97 1.92 (1.75) --------------- --------------- ----------------- Total income (loss) from investment operations 0.88 1.83 (1.85) --------------- --------------- ----------------- Less dividends from net investment income -- -- 0.00++ --------------- --------------- ----------------- Net asset value, end of period $ 10.86 $ 9.98 $ 8.15 =============== =============== ================= TOTAL RETURN+ 8.82% 22.45% (18.48)%(1) RATIOS TO AVERAGE NET ASSETS(3): Expenses 2.08% 2.24% 2.20%(2)(4) Net investment loss (0.82)% (1.16)% (1.33)%(2)(4) SUPPLEMENTAL DATA: Net assets, end of period, in thousands $ 8,119 $ 7,238 $ 6,354 Portfolio turnover rate 151% 165% 121%(1)
- ---------- * COMMENCEMENT OF OPERATIONS. ^ THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. + DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE. CALCULATED BASED ON THE NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD. ++ LESS THAN $0.005 PER SHARE. (1) NOT ANNUALIZED. (2) ANNUALIZED. (3) REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC EXPENSES. (4) IF THE FUND HAD BORNE ALL ITS EXPENSES THAT WERE REIMBURSED OR WAIVED BY THE INVESTMENT MANAGER, THE ANNUALIZED EXPENSE AND NET INVESTMENT LOSS RATIOS WOULD HAVE BEEN 2.41% AND (1.54)%, RESPECTIVELY. SEE NOTES TO FINANCIAL STATEMENTS 23
FOR THE PERIOD FOR THE YEAR FOR THE YEAR OCTOBER 29, 2001* ENDED ENDED THROUGH AUGUST 31, 2004 AUGUST 31, 2003 AUGUST 31, 2002 --------------- --------------- ----------------- CLASS D SHARES SELECTED PER SHARE DATA: Net asset value, beginning of period $ 10.15 $ 8.21 $ 10.00 --------------- --------------- ----------------- Income (loss) from investment operations: Net investment income (loss)^ 0.01 (0.01) (0.04) Net realized and unrealized gain (loss) 0.99 1.95 (1.73) --------------- --------------- ----------------- Total income (loss) from investment operations 1.00 1.94 (1.77) --------------- --------------- ----------------- Less dividends from net investment income -- -- (0.02) --------------- --------------- ----------------- Net asset value, end of period $ 11.15 $ 10.15 $ 8.21 =============== =============== ================= TOTAL RETURN+ 9.75% 23.63% (17.76)%(1) RATIOS TO AVERAGE NET ASSETS(3): Expenses 1.16% 1.24% 1.20%(2)(4) Net investment income (loss) 0.10% (0.16)% (0.33)%(2)(4) SUPPLEMENTAL DATA: Net assets, end of period, in thousands $ 236,039 $ 209,035 $ 95,150 Portfolio turnover rate 151% 165% 121%(1)
- ---------- * COMMENCEMENT OF OPERATIONS. ^ THE PER SHARE AMOUNTS WERE COMPUTED USING AN AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. + CALCULATED BASED ON THE NET ASSET VALUE AS OF THE LAST BUSINESS DAY OF THE PERIOD. (1) NOT ANNUALIZED. (2) ANNUALIZED. (3) REFLECTS OVERALL FUND RATIOS FOR INVESTMENT INCOME AND NON-CLASS SPECIFIC EXPENSES. (4) IF THE FUND HAD BORNE ALL ITS EXPENSES THAT WERE REIMBURSED OR WAIVED BY THE INVESTMENT MANAGER, THE ANNUALIZED EXPENSE AND NET INVESTMENT LOSS RATIOS WOULD HAVE BEEN 1.41% AND (0.54)%, RESPECTIVELY. SEE NOTES TO FINANCIAL STATEMENTS 24 Morgan Stanley Mid-Cap Value Fund REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF MORGAN STANLEY MID-CAP VALUE FUND: We have audited the accompanying statement of assets and liabilities of Morgan Stanley Mid-Cap Value Fund (the "Fund"), including the portfolio of investments, as of August 31, 2004, and the related statements of operations for the year then ended and changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2004, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Stanley Mid-Cap Value Fund as of August 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP NEW YORK, NEW YORK OCTOBER 15, 2004 25 Morgan Stanley Mid-Cap Value Fund TRUSTEE AND OFFICER INFORMATION INDEPENDENT TRUSTEES:
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 OTHER DIRECTORSHIPS INDEPENDENT TRUSTEE REGISTRANT TIME SERVED* DURING PAST 5 YEARS** BY TRUSTEE*** HELD BY TRUSTEE - ------------------------- ----------- ------------ ----------------------------------- ------------- -------------------- Michael Bozic (63) Trustee Since Private Investor; Director or 208 Director of Weirton c/o Kramer Levin Naftalis April 1994 Trustee of the Retail Funds (since Steel Corporation. & Frankel LLP April 1994) and the Institutional Counsel to the Funds (since July 2003); formerly Independent Trustees Vice Chairman of Kmart Corporation 919 Third Avenue (December 1998-October 2000), New York, NY 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 (71) Trustee Since Managing Director of Summit 208 Director of Franklin c/o Summit Ventures LLC January 1993 Ventures LLC; Director or Trustee Covey (time 1 Utah Center of the Retail Funds (since January management systems), 201 S. Main Street 1993) and the Institutional Funds BMW Bank of North Salt Lake City, UT (since July 2003); member of the America, Inc. Utah Regional Advisory Board of (industrial loan Pacific Corp.; formerly United corporation), United States Senator (R-Utah) (1974-1992) Space Alliance and Chairman, Senate Banking (joint venture Committee (1980-1986), Mayor of between Lockheed Salt Lake City, Utah (1971-1974), Martin and the Astronaut, Space Shuttle Discovery Boeing Company) and (April 12-19, 1985), and Vice Nuskin Asia Pacific Chairman, Huntsman Corporation (multilevel (chemical company). marketing); member of the board of various civic and charitable organizations. Wayne E. Hedien (70) Trustee Since Retired; Director or Trustee of the 208 Director of The PMI c/o Kramer Levin Naftalis September Retail Funds (since September 1997) Group Inc. (private & Frankel LLP 1997 and the Institutional Funds (since mortgage insurance); Counsel to the July 2003); formerly associated Trustee and Vice Independent Trustees with the Allstate Companies Chairman of The 919 Third Avenue (1966-1994), most recently as Field Museum of New York, NY Chairman of The Allstate Natural History; Corporation (March 1993-December director of various 1994) and Chairman and Chief other business and Executive Officer of its charitable wholly-owned subsidiary, Allstate organizations. Insurance Company (July 1989-December 1994).
26
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 OTHER DIRECTORSHIPS INDEPENDENT TRUSTEE REGISTRANT TIME SERVED* DURING PAST 5 YEARS** BY TRUSTEE*** HELD BY TRUSTEE - ------------------------- ----------- ------------ ----------------------------------- ------------- -------------------- Dr. Manuel H. Johnson Trustee Since Senior Partner, Johnson Smick 208 Director of NVR, (55) July 1991 International, Inc., a consulting Inc. (home c/o Johnson Smick firm; Chairman of the Audit construction); International, Inc. Committee and Director or Trustee Chairman and Trustee 2099 Pennsylvania of the Retail Funds (since July of the Financial Avenue, N.W. 1991) and the Institutional Funds Accounting Suite 950 (since July 2003); Co-Chairman and Foundation Washington, D.C. a founder of the Group of Seven (oversight Council (G7C), an international organization of the economic commission; formerly Vice Financial Accounting Chairman of the Board of Governors Standards Board); of the Federal Reserve System and Director of RBS Assistant Secretary of the U.S. Greenwich Capital Treasury. Holdings (financial holding company). Joseph J. Kearns (62) Trustee Since President, Kearns & Associates LLC 209 Director of Electro PMB754 July 2003 (investment consulting); Deputy Rent Corporation 23852 Pacific Coast Chairman of the Audit Committee and (equipment leasing), Highway Director or Trustee of the Retail The Ford Family Malibu, CA Funds (since July 2003) and the Foundation, and the Institutional Funds (since August UCLA Foundation. 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 (68) Trustee Since General Partner of Triumph Capital, 208 Director of various c/o Triumph Capital, L.P. July 1991 L.P., a private investment business 445 Park Avenue partnership; Chairman of the organizations. New York, NY 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 (72) Trustee Since Chairman of Lumelite Plastics 209 Trustee and Director c/o Lumelite Plastics July 2003 Corporation; Chairman of the of certain Corporation Governance Committee and Director investment companies 85 Charles Colman Blvd. or Trustee of the Retail Funds in the JPMorgan Pawling, NY (since July 2003) and the Funds complex Institutional Funds (since June managed by J.P. 1992). Morgan Investment Management Inc.
27 INTERESTED TRUSTEES:
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 OTHER DIRECTORSHIPS INTERESTED TRUSTEE REGISTRANT TIME SERVED* DURING PAST 5 YEARS** BY TRUSTEE*** HELD BY TRUSTEE - ------------------------- ----------- ------------ ----------------------------------- ------------- -------------------- Charles A. Fiumefreddo Chairman of Since Chairman and Director or Trustee of 208 None (71) the Board July 1991 the Retail Funds (since July 1991) c/o Morgan Stanley Trust and Trustee and the Institutional Funds (since Harborside Financial July 2003); formerly Chief Center, Executive Officer of the Retail Plaza Two, Funds (until September 2002). Jersey City, NJ James F. Higgins (56) Trustee Since Director or Trustee of the Retail 208 Director of AXA c/o Morgan Stanley Trust June 2000 Funds (since June 2000) and the Financial, Inc. and Harborside Financial Institutional Funds (since July The Equitable Life Center, 2003); Senior Advisor of Morgan Assurance Society of Plaza Two, Stanley (since August 2000); the United States Jersey City, NJ Director of the Distributor and (financial Dean Witter Realty Inc.; previously services). 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).
- ---------- * THIS IS THE EARLIEST DATE THE TRUSTEE BEGAN SERVING THE FUNDS ADVISED BY MORGAN STANLEY INVESTMENT ADVISORS INC. (THE "INVESTMENT MANAGER") (THE "RETAIL FUNDS"). ** THE DATES REFERENCED BELOW INDICATING COMMENCEMENT OF SERVICES AS DIRECTOR/TRUSTEE FOR THE RETAIL FUNDS AND THE FUNDS ADVISED BY MORGAN STANLEY INVESTMENT MANAGEMENT INC. AND MORGAN STANLEY AIP GP LP (THE "INSTITUTIONAL FUNDS") REFLECT THE EARLIEST DATE THE DIRECTOR/TRUSTEE BEGAN SERVING THE RETAIL OR INSTITUTIONAL FUNDS AS APPLICABLE. *** THE FUND COMPLEX INCLUDES ALL OPEN-END AND CLOSED-END FUNDS (INCLUDING ALL OF THEIR PORTFOLIOS) ADVISED BY THE INVESTMENT MANAGER AND ANY FUNDS THAT HAVE AN INVESTMENT ADVISOR THAT IS AN AFFILIATED PERSON OF THE INVESTMENT MANAGER (INCLUDING BUT NOT LIMITED TO MORGAN STANLEY INVESTMENT MANAGEMENT INC.). 28 OFFICERS:
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** - ------------------------- ----------- ------------ ------------------------------------------------------ Mitchell M. Merin (51) President Since May President and Chief Operating Officer of Morgan 1221 Avenue of the 1999 Stanley Investment Management Inc.; President, Americas Director and Chief Executive Officer of the Investment New York, NY Manager and Morgan Stanley Services; Chairman and Director of the Distributor; Chairman and Director of the Transfer Agent; Director of various Morgan Stanley subsidiaries; President of the Institutional Funds (since July 2003) and President of the Retail Funds (since May 1999); Trustee (since July 2003) and President (since December 2002) of the Van Kampen Closed-End Funds; Trustee (since May 1999) and President (since October 2002) of the Van Kampen Open-End Funds. Barry Fink (49) Vice Since General Counsel (since May 2000) and Managing Director 1221 Avenue of the President February (since December 2000) of Morgan Stanley Investment Americas 1997 Management; Managing Director (since December 2000), New York, NY Secretary (since February 1997) and Director (since July 1998) of the Investment Manager and Morgan Stanley Services; 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 Manager and Morgan Stanley Services (February 1997-December 2001). Ronald E. Robison (65) Executive Since Principal Executive Officer-Office of the Funds (since 1221 Avenue of the Vice April 2003 November 2003); Managing Director of Morgan Stanley & Americas President Co. Incorporated, Managing Director of Morgan Stanley; New York, NY and Managing Director, Chief Administrative Officer and Principal Director of the Investment Manager and Morgan Stanley Executive Services; Chief Executive Officer and Director of the Officer Transfer Agent; Managing Director and Director of the Distributor; Executive Vice President and Principal Executive Officer of the Institutional Funds (since July 2003) and the Retail Funds (since April 2003); Director of Morgan Stanley SICAV (since May 2004); previously President and Director of the Retail Funds (March 2001-July 2003) and Chief Global Operations Officer and Managing Director of Morgan Stanley Investment Management Inc. Joseph J. McAlinden Vice Since July Managing Director and Chief Investment Officer of the (61) President 1995 Investment Manager and Morgan Stanley Investment 1221 Avenue of the Management Inc., Director of the Transfer Agent, Chief Americas Investment Officer of the Van Kampen Funds; Vice New York, NY President of the Institutional Funds (since July 2003) and the Retail Funds (since July 1995). Amy R. Doberman (42) Vice Since July Managing Director and General Counsel, U.S. Investment 1221 Avenue of the President 2004 Management; Managing Director of Morgan Stanley Americas Investment Management Inc. and the Investment Manager, New York, NY Vice President of the Institutional and Retail Funds (since July 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). Stefanie V. Chang (37) Vice Since July Executive Director of Morgan Stanley & Co. 1221 Avenue of the President 2003 Incorporated, Morgan Stanley Investment Management Americas Inc., and the Investment Manager; Vice President of New York, NY 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).
29
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** - ------------------------- ----------- ------------ ------------------------------------------------------ Francis J. Smith (39) Treasurer Treasurer Executive Director of the Investment Manager and c/o Morgan Stanley and since Morgan Stanley Services (since December 2001); Trust Chief July 2003 previously, Vice President of the Retail Funds Harborside Financial Financial and Chief (September 2002- July 2003), and Vice President of the Center, Officer Financial Investment Manager and Morgan Stanley Services (August Plaza Two, Officer 2000-November 2001) and Senior Manager at Jersey City, NJ since PricewaterhouseCoopers LLP (January 1998-August 2000). September 2002 Thomas F. Caloia (58) Vice Since July Executive Director (since December 2002) and Assistant c/o Morgan Stanley Trust President 2003 Treasurer of the Investment Manager, the Distributor Harborside Financial and Morgan Stanley Services; previously Treasurer of Center, the Retail Funds (April 1989-July 2003); formerly Plaza Two, First Vice President of the Investment Manager, the Jersey City, NJ Distributor and Morgan Stanley Services. Mary E. Mullin (37) Secretary Since July Executive Director of Morgan Stanley & Co. 1221 Avenue of the 2003 Incorporated, Morgan Stanley Investment Management Americas Inc. and the Investment Manager; Secretary of the New York, NY Institutional Funds (since June 1999) and the Retail Funds (since July 2003); formerly practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP.
- ---------- * THIS IS THE EARLIEST DATE THE OFFICER BEGAN SERVING THE RETAIL FUNDS. EACH OFFICER SERVES AN INDEFINITE TERM, UNTIL HIS OR HER SUCCESSOR IS ELECTED. ** THE DATES REFERENCED BELOW INDICATING COMMENCEMENT OF SERVICE AS AN OFFICER FOR THE RETAIL AND INSTITUTIONAL FUNDS REFLECT THE EARLIEST DATE THE OFFICER BEGAN SERVING THE RETAIL OR INSTITUTIONAL FUNDS AS APPLICABLE. 30 TRUSTEES Michael Bozic Charles A. Fiumefreddo Edwin J. Garn Wayne E. Hedien James F. Higgins Dr. Manuel H. Johnson Joseph J. Kearns Michael E. Nugent Fergus Reid OFFICERS Charles A. Fiumefreddo CHAIRMAN OF THE BOARD Mitchell M. Merin PRESIDENT Ronald E. Robison EXECUTIVE VICE PRESIDENT and PRINCIPAL EXECUTIVE OFFICER Barry Fink VICE PRESIDENT Joseph J. McAlinden VICE PRESIDENT Amy R. Doberman VICE PRESIDENT Stefanie V. Chang VICE PRESIDENT Francis J. Smith TREASURER and CHIEF FINANCIAL OFFICER Thomas F. Caloia VICE PRESIDENT Mary E. Mullin SECRETARY TRANSFER AGENT Morgan Stanley Trust Harborside Financial Center, Plaza Two Jersey City, New Jersey 07311 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP Two World Financial Center New York, New York 10281 INVESTMENT MANAGER Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing. Investments and services offered through Morgan Stanley DW Inc., member SIPC. Morgan Stanley Distributors Inc., member NASD. (C) 2004 Morgan Stanley [MORGAN STANLEY LOGO] 39917RPT-RA04-00642P-Y08/04 [GRAPHIC] MORGAN STANLEY FUNDS MORGAN STANLEY MID-CAP VALUE FUND ANNUAL REPORT AUGUST 31, 2004 [MORGAN STANLEY LOGO] Item 2. Code of Ethics. (a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Fund or a third party. (b) No information need be disclosed pursuant to this paragraph. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) (1) The Fund's Code of Ethics is attached hereto as Exhibit A. (2) Not applicable. (3) Not applicable. Item 3. Audit Committee Financial Expert. The Fund's Board of Trustees has determined that it has two "audit committee financial experts" serving on its audit committee, each of whom are "independent" Trustees: Dr. Manuel H. Johnson and Joseph J. Kearns. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification. Item 4. Principal Accountant Fees and Services. (a)(b)(c)(d) and (g). Based on fees billed for the periods shown: 2004
REGISTRANT COVERED ENTITIES(1) AUDIT FEES $ 34,615 N/A NON-AUDIT FEES AUDIT-RELATED FEES $ 452 (2) $ 5,067,400 (2) TAX FEES $ 4,889 (3) $ 545,053 (4) ALL OTHER FEES $ - $ - TOTAL NON-AUDIT FEES $ 5,341 $ 5,612,453 TOTAL $ 39,956 $ 5,612,453
2003
REGISTRANT COVERED ENTITIES(1) AUDIT FEES $ 32,700 N/A NON-AUDIT FEES AUDIT-RELATED FEES $ 639 (2) $ 1,086,576 (2) TAX FEES $ 4,952 (3) $ 252,500 (4) ALL OTHER FEES $ - $ - (5) TOTAL NON-AUDIT FEES $ 5,591 $ 1,339,076 TOTAL $ 38,291 $ 1,339,076
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. (e)(1) The audit committee's pre-approval policies and procedures are as follows: AUDIT COMMITTEE AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY AND PROCEDURES OF THE MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS AS ADOPTED JULY 31, 2003(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. - ---------- (1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the "POLICY"), adopted as of the date above, supercedes and replaces all prior versions that may have been adopted from time to time. 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 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 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 Morgan Stanley Investments LP Van Kampen Asset Management Inc. Morgan Stanley Services Company, Inc. Morgan Stanley Distributors Inc. Morgan Stanley Trust FSB MORGAN STANLEY INSTITUTIONAL FUNDS Morgan Stanley Investment Management Inc. Morgan Stanley Investments LP 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 Trustees 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. Applicable only for reports covering periods ending on or after the earlier of (i) the first annual shareholder meeting after January 15, 2004 or (ii) October 31, 2004. Item 6. Schedule of Investments Refer to Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 8. Closed-End Fund Repurchases Applicable to reports filed by closed-end funds. Item 9. Submission of Matters to a Vote of Security Holders Not applicable. Item 10 - Controls and Procedures (a) The Fund's principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11 Exhibits (a) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto. (b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Morgan Stanley Mid-Cap Value Fund /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer October 20, 2004 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, 2004 /s/ Francis Smith Francis Smith Principal Financial Officer October 20, 2004 EX-99.CODEETH 2 a2145133zex-99_codeeth.txt EX-99.CODE ETH Exhibit 99.code eth CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS ADOPTED JULY 31, 2003 I. This Code of Ethics (the "Code") for the investment companies within the Morgan Stanley complex identified in Exhibit A (collectively, "Funds" and each, a "Fund") applies to each Fund's Principal Executive Officer, President, Principal Financial Officer and Treasurer (or persons performing similar functions) ("Covered Officers" each of whom are set forth in Exhibit B) for the purpose of promoting: - honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. - full, fair, accurate, timely and understandable disclosure in reports and documents that a company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; - compliance with applicable laws and governmental rules and regulations; - prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and - accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. Any question about the application of the Code should be referred to the General Counsel or his/her designee (who is set forth in Exhibit C). II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private interest interferes, or appears to interfere, with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund. Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as "affiliated persons" (as defined in the Investment Company Act) of the Fund. The Fund's and its investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this Code, unless or until the General Counsel determines that any violation of such programs and procedures is also a violation of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and its investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for the investment adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Fund and its investment adviser. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the investment adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Boards of Directors/Trustees ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund. Each Covered Officer must not: - use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally (directly or indirectly) to the detriment of the Fund; - cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; or - use material non-public knowledge of portfolio transactions made or contemplated for, or actions proposed to be taken by, the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions. Each Covered Officer must, at the time of signing this Code, report to the General Counsel all affiliations or significant business relationships outside the Morgan Stanley complex and must update the report annually. Conflict of interest situations should always be approved by the General Counsel and communicated to the relevant Fund or Fund's Board. Any activity or relationship that would present such a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if an immediate member of the Covered Officer's family living in the same household engages in such an activity or has such a relationship. Examples of these include: - service or significant business relationships as a director on the board of any public or private company; - accepting directly or indirectly, anything of value, including gifts and gratuities in excess of $100 per year from any person or entity with which the Fund has current or prospective business dealings, not including occasional meals or tickets for theatre or sporting events or other similar entertainment; provided it is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; - any ownership interest in, or any consulting or employment relationship with, any of the Fund's service providers, other than its investment adviser, principal underwriter, or any affiliated person thereof; and - a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. DISCLOSURE AND COMPLIANCE - Each Covered Officer should familiarize himself/herself with the disclosure and compliance requirements generally applicable to the Funds; - each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Directors/Trustees and auditors, or to governmental regulators and self-regulatory organizations; - each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and their investment advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and - it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. REPORTING AND ACCOUNTABILITY Each Covered Officer must: - upon adoption of the Code (thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Boards that he has received, read and understands the Code; - annually thereafter affirm to the Boards that he has complied with the requirements of the Code; - not retaliate against any other Covered Officer, other officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and - notify the General Counsel promptly if he/she knows or suspects of any violation of this Code. Failure to do so is itself a violation of this Code. The General Counsel is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any waivers2 sought by a Covered Officer must be considered by the Board of the relevant Fund or Funds. The Funds will follow these procedures in investigating and enforcing this Code: - the General Counsel will take all appropriate action to investigate any potential violations reported to him; - if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action; - any matter that the General Counsel believes is a violation will be reported to the relevant Fund's Audit Committee; - if the directors/trustees/managing general partners who are not "interested persons" as defined by the Investment Company Act (the "Independent Directors/Trustees/Managing General Partners") of the relevant Fund concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable - ---------- (2) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of a material departure from a provision of the code of ethics." policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer or other appropriate disciplinary actions; - the Independent Directors/Trustees/Managing General Partners of the relevant Fund will be responsible for granting waivers of this Code, as appropriate; and - any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. V. OTHER POLICIES AND PROCEDURES This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds' investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code unless any provision of this Code conflicts with any applicable federal or state law, in which case the requirements of such law will govern. The Funds' and their investment advisers' and principal underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act and Morgan Stanley's Code of Ethics are separate requirements applying to the Covered Officers and others, and are not part of this Code. VI. AMENDMENTS Any amendments to this Code, other than amendments to Exhibits A, B or C, must be approved or ratified by a majority vote of the Board of each Fund, including a majority of Independent Directors/Trustees/Managing General Partners. VII. CONFIDENTIALITY All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Independent Directors/Trustees/Managing General Partners of the relevant Fund or Funds and their counsel, the relevant Fund or Funds and their counsel and the relevant investment adviser and its counsel. VIII. INTERNAL USE The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion I have read and understand the terms of the above Code. I recognize the responsibilities and obligations incurred by me as a result of my being subject to the Code. I hereby agree to abide by the above Code. - ------------------------- Date: -------------------- EXHIBIT B INSTITUTIONAL FUNDS COVERED OFFICERS Mitchell M. Merin - President Ronald E. Robison - Executive Vice President and Principal Executive Officer James W. Garrett - Chief Financial Officer and Treasurer RETAIL FUNDS COVERED OFFICERS Mitchell M. Merin - President Ronald E. Robison - Executive Vice President and Principal Executive Officer Frank Smith - Chief Financial Officer and Treasurer EXHIBIT C GENERAL COUNSEL Barry Fink EX-99.CERT 3 a2145133zex-99_cert.txt EX 99.CERT Exhibit 99.cert CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONS I, Ronald E. Robison, certify that: 1. I have reviewed this report on Form N-CSR of Morgan Stanley Mid-Cap Value Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; [b) Omitted.] c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: October 20, 2004 /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER CERTIFICATIONS I, Francis Smith, certify that: 1. I have reviewed this report on Form N-CSR of Morgan Stanley Mid-Cap Value Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; [b) Omitted.] c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: October 20, 2004 /s/ Francis Smith Francis Smith Principal Financial Officer EX-99.906CERT 4 a2145133zex-99_906cert.txt EX 99.906CERT Exhibit 99.906Cert SECTION 906 CERTIFICATION Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Morgan Stanley Mid-Cap Value Fund In connection with the Report on Form N-CSR (the "Report") of the above-named issuer for the period ended August 31, 2004 that is accompanied by this certification, the undersigned hereby certifies that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Date: October 20, 2004 /s/ Ronald E. Robison --------------------------- Ronald E. Robison Principal Executive Officer A signed original of this written statement required by Section 906 has been provided to Morgan Stanley Mid-Cap Value Fund and will be retained by Morgan Stanley Mid-Cap Value Fund and furnished to the Securities and Exchange Commission or its staff upon request. SECTION 906 CERTIFICATION Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Morgan Stanley Mid-Cap Value Fund In connection with the Report on Form N-CSR (the "Report") of the above-named issuer for the period ended August 31, 2004 that is accompanied by this certification, the undersigned hereby certifies that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Date: October 20, 2004 /s/ Francis Smith ---------------------- Francis Smith Principal Financial Officer A signed original of this written statement required by Section 906 has been provided to Morgan Stanley Mid-Cap Value Fund and will be retained by Morgan Stanley Mid-Cap Value Fund and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----