August 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Office of Filings, Information and Consumer Services
Re: Morgan Stanley Fund, Inc.
File Nos. 33-51294/811-7140
Rule 24f-2 Notice
---------------------------
Dear Sir or Madam:
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, Morgan Stanley Fund, Inc. (the "Fund") hereby
files one copy of its Rule 24f-2 Notice for its fiscal year ended
June 30, 1995. Funds in the amount of $51,493.55 in payment of
the registration fee for this filing, has been transmitted by
wire transfer on Wednesday, August 23, 1995.
1. At the beginning of the fiscal year, the Fund had no
securities registered under the Securities Act of 1933, as
amended (the "Act"), other than pursuant to Rule 24f-2, which
remained unsold.
2. During the fiscal year, the Fund did not register any
securities under the Act other than pursuant to Rule 24f-2.
3. The number and the aggregate sales price for shares of
each class of the Fund that were sold during the fiscal year are
as follows (see Exhibit A attached hereto):
Number of Aggregate
Name of Portfolio Shares* Sales Price*
----------------- --------- -----------
Global Equity Allocation Fund Class A 1,340,998 $ 16,459,400
Global Equity Allocation Fund Class C** 1,328,319 16,181,385
Global Fixed Income Fund Class A 682,625 6,627,593
Global Fixed Income Fund Class C** 238,706 2,275,112
Asian Growth Fund Class A 3,855,332 62,558,019
Asian Growth Fund Class C** 2,903,641 46,598,760
Emerging Markets Fund Class A 2,800,086 31,243,678
Emerging Markets Fund Class C** 2,391,744 26,455,694
Latin American Fund Class A 1,235,218 14,270,512
Latin American Fund Class C** 613,882 6,804,579
American Value Fund Class A 793,542 9,738,338
American Value Fund Class C** 506,261 6,198,539
Worldwide High Income Fund Class A 1,276,929 14,450,506
Worldwide High Income Fund Class C** 563,971 6,652,921
Money Market Fund*** 0 0
---------- -----------
TOTAL 20,531,254 $266,515,036
---------- -----------
---------- -----------
* Excludes shares issued upon reinvestment of dividends.
** Effective May 1, 1995, the Class B Shares were renamed Class C
Shares with no other change in characteristics or rights than the
change in name.
*** The Money Market Fund ceased operations on August 6, 1993.
<PAGE>
4. All of the securities of each class of the Fund were
sold in reliance upon registration pursuant to Rule 24f-2.
Enclosed is an opinion of counsel (Exhibit B) indicating
that the securities sold in reliance upon Rule 24f-2 were legally
issued, fully paid and nonassessable.
Please return an electronic transmittal as evidence of your
receipt of this filing.
Very truly yours,
/s/ James R.Rooney
------------------
James R. Rooney
Treasurer
Enclosures
cc: Harold J. Schaaff
Karl O. Hartmann
Merrill R. Steiner
Esther B. Rehavi
EXHIBIT A
RULE 24F-2 NOTICE OF MORGAN STANLEY FUND, INC.
The calculation of the registration fee pursuant to subsection (b) of
Rule 24f-2 is set forth below.
(A) = Aggregate sales price of securities sold in reliance upon Rule 24f-2
(B) = Aggregate redemption price of securities redeemed during the
fiscal year**
(C) = Aggregate sales price on which fee will be based ((A) minus (B))
(D) = Fee payable pursuant to Section 6(b) of 1933 Act***
Name of Portfolio A B
----------------- ---------- -----------
Global Equity Allocation Fund Class A $ 16,459,400 $ 9,697,452
Global Equity Allocation Fund Class C* 16,181,385 7,550,522
Global Fixed Income Fund Class A 6,627,593 6,878,686
Global Fixed Income Fund Class C* 2,275,112 2,192,669
Asian Growth Fund Class A 62,558,019 35,024,679
Asian Growth Fund Class C* 46,598,760 33,483,723
Emerging Markets Fund Class A 31,243,678 3,678,821
Emerging Markets Fund Class C* 26,455,694 3,057,698
Latin American Fund Class A 14,270,512 3,780,762
Latin American Fund Class C* 6,804,579 1,668,580
American Value Fund Class A 9,738,338 1,647,058
American Value Fund Class C* 6,198,539 726,139
Worldwide High Income Fund Class A 14,450,506 6,987,680
Worldwide High Income Fund Class C* 6,652,921 809,262
Money Market Fund 0 0
----------- -----------
TOTAL $266,515,036 $117,183,731
----------- -----------
----------- -----------
(C) Aggregate sales price on which fee will be based (A-B): $149,331,305
(D) Fee payable pursuant to Section 6(b) of 1933 Act*** (C / 2900): $51,493.55
* Effective May 1, 1995, the Class B Shares were renamed Class C Shares
with no other change in characteristics or rights than the change in name.
** No portion of such aggregate redemption price has been applied by the
registrant pursuant to Rule 24e-2(a) in a filing made pursuant
to Rule 24e-1 of the Investment Company Act of 1940, as amended.
*** The fee is calculated as follows: ($266,515,036 - $117,183,731) / 2900 =
$51,493.55.
EXHIBIT B
[Letterhead of Morgan, Lewis & Bockius]
August 21, 1995
Morgan Stanley Fund, Inc.
P.O. Box 2798
Boston, MA 02208-2798
Re: Rule 24f-2 Notice for Morgan Stanley Fund, Inc.
(File Nos. 33-51294 and 811-7140)
-----------------------------------------------
Gentlemen:
Morgan Stanley Fund, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland with its
principal executive offices in New York, New York. The Fund is
an open-end management investment company with diversified and
non-diversified series registered with the Securities and
Exchange Commission (the "Commission") under the Investment
Company Act of 1940, as amended (the "1940 Act"). This opinion
relates to shares of common stock, par value $.001 per share,
sold by the Fund in reliance upon Rule 24f-2, adopted under the
1940 Act, during the Fund's fiscal year ended June 30, 1995, the
registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Fund in
connection with the offer and sale of the shares of common stock,
par value $.001 per share, which have been offered under a
prospectus included as part of the Fund's Registration Statement
on Form N-1A, as amended to date, which has been filed with the
Commission under the Securities Act of 1933, as amended, and the
1940 Act (collectively, the "Registration Statement").
We are of the opinion that such shares of common stock
sold pursuant to the Registration Statement were, when issued in
return for the payment described in the Fund's prospectus
included as part of the Fund's Registration Statement, legally
issued, fully paid and nonassessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius
