DEFA14A 1 file001.htm DEFA14A




              Schedule 14A Information required in proxy statement.
                            Schedule 14A Information
                Proxy Statement Pursuant to Section 14(a) of the
              Securities and Exchange Act of 1934 (Amendment No. )

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     Morgan Stanley Balanced Growth Fund

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     (Name of Registrant as Specified in its Charter)


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MORGAN STANLEY INVESTMENT MANAGEMENT

[Morgan Stanley logo]

Headline: Morgan Stanley Investment Management Announces the Proposed Merger of
the Balanced Income Fund into the Balanced Growth Fund

On February 6, 2006, the Board of Trustees of the Morgan Stanley Balanced Income
Fund approved a plan to merge the fund into the Morgan Stanley Balanced Growth
Fund. The proposed merger is subject to the approval of the Morgan Stanley
Balanced Income Fund's shareholders at a special meeting, which is scheduled to
occur on or about July 17, 2006. If shareholder approval is obtained, Morgan
Stanley Balanced Income Fund will close prior to the consummation of the merger
and the combined fund will be named the Morgan Stanley Balanced Fund.

A SUPPLEMENT ANNOUNCING THE PROPOSED MERGER AND THE CLOSING OF THE FUND WAS
MAILED TO MORGAN STANLEY BALANCED INCOME FUND SHAREHOLDERS IN FEBRUARY. A PROXY
STATEMENT OUTLINING THE PROPOSED MERGER WAS MAILED TO SHAREHOLDERS IN MAY. WE
ENCOURAGE SHAREHOLDERS TO CONTACT THEIR FINANCIAL ADVISORS WITH ANY QUESTIONS.
FOR ADDITIONAL INFORMATION, OR TO VIEW A PROSPECTUS, VISIT MORGANSTANLEY.COM.

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BALANCED INCOME FUND PROPOSED REORGANIZATION INTO THE
BALANCED GROWTH FUND
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Investment objective Current income and moderate capital Capital growth with reasonable current
growth. income.
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Investment strategy Invests at least 80% of its assets Invests at least 60% of its assets
in income-producing securities, in dividend-paying common stocks and
consisting of fixed-income securities convertible into common
securities, dividend-paying common stocks and at least 25% of its
stocks and securities convertible assets in fixed-income securities.
into common stocks.
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Benchmark Russell 1000(R) Value Index and the Russell 1000(R) Value Index and the Lehman
Lehman Brothers U.S. Government/Credit Brothers U.S. Government/Credit Index.
Index.
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Management Team* Equity Income and Taxable Fixed-Income Equity Income and Taxable Fixed-Income
teams. teams.
The Equity Income team includes: James The Equity Income team includes: James
A. Gilligan, James O. Roeder, Sergio A. Gilligan, James O. Roeder, Sergio
Marcheli, Thomas B. Bastian, and Marcheli, Thomas B. Bastian, and Vincent
Vincent E. Vizachero E. Vizachero
The Taxable Fixed Income team The Taxable Fixed Income team includes:
includes: W. David Armstrong, David S. W. David Armstrong, David S. Horowitz,
Horowitz, and Stefania A. Perrucci and Stefania A. Perrucci
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Symbols/CUSIPs
Class A BINAX/616959102 BGRAX/616934105
Class B BINBX/616959201 BGRBX/616934204
Class C BINCX/616959300 BGRCX/616934303
Class D BINDX/616959409 BGRDX/616934402
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*Team members may change without notice from time to time.

PLEASE CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF A FUND
CAREFULLY BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION
ABOUT THE FUND. TO OBTAIN A PROSPECTUS, CONTACT YOUR FINANCIAL ADVISOR OR
DOWNLOAD ONE AT MORGANSTANLEY.COM. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE
INVESTING.

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NOT FDIC INSURED OFFER NO BANK GUARANTEE MAY LOSE VALUE
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NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY NOT A DEPOSIT
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Investments and services are offered through Morgan Stanley DW Inc., member
SIPC. Morgan Stanley Distributors Inc. (C) 2006 Morgan Stanley

RA06-00091P-N02/06