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SUPPLEMENT DATED JANUARY 2, 1998
TO THE PROSPECTUS DATED OCTOBER 28, 1997
MORGAN STANLEY ASIAN GROWTH FUND
MORGAN STANLEY EMERGING MARKETS FUND
MORGAN STANLEY GLOBAL EQUITY FUND
MORGAN STANLEY GLOBAL EQUITY ALLOCATION FUND
MORGAN STANLEY INTERNATIONAL MAGNUM FUND
MORGAN STANLEY JAPANESE EQUITY FUND
MORGAN STANLEY LATIN AMERICAN FUND
MORGAN STANLEY EMERGING MARKETS DEBT FUND
MORGAN STANLEY GLOBAL FIXED INCOME FUND
MORGAN STANLEY HIGH YIELD FUND
MORGAN STANLEY WORLDWIDE HIGH INCOME FUND
MORGAN STANLEY AGGRESSIVE EQUITY FUND
MORGAN STANLEY AMERICAN VALUE FUND
MORGAN STANLEY EQUITY GROWTH FUND
MORGAN STANLEY MID CAP GROWTH FUND
MORGAN STANLEY U.S. REAL ESTATE FUND
MORGAN STANLEY VALUE FUND
MORGAN STANLEY GROWTH AND INCOME FUND
MORGAN STANLEY EUROPEAN EQUITY FUND
PORTFOLIOS OF THE
MORGAN STANLEY FUND, INC. (THE "COMPANY")
P.O. BOX 418256
KANSAS CITY, MISSOURI
64141
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The section of the Prospectus entitled "PURCHASE OF SHARES -- GENERAL" is
hereby amended with the following:
The Distributor is sponsoring a sales incentive program for A.G.
Edwards & Sons, Inc. ("A.G. Edwards"). The Distributor will reallow its
portion of the Fund's sales concession to A.G. Edwards on sales of Class
A shares of the Fund relating to the "rollover" of any savings into an
Individual Retirement Account ("IRA"), the transfer of assets into an
IRA and contributions to an IRA, commencing on January 1, 1998 and
terminating on April 15, 1998.
Pursuant to the Fund's Prospectus, the Fund's Class A shares may be
purchased at net asset value under certain defined circumstances by
certain classes or groups of investors. Certain net asset value
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categories described in the section "NAV PURCHASE OPTIONS" under
"PURCHASE OF SHARES -- CLASS A SHARES -- OTHER PURCHASE PROGRAMS" have
been amended as follows:
(2) Current or retired directors, officers and employees of
Morgan Stanley Group Inc. and any of its subsidiaries, employees of
an investment subadviser to any fund described in (1) above or an
affiliate of such subadviser, and such persons' families and their
beneficial accounts.
(3) Directors, officers, employees and registered representatives
of financial institutions that have a selling group agreement with
the Distributor and their spouses and children under 21 years of age
when purchasing for any accounts they beneficially own, or, in the
case of any such financial institution, when purchasing for
retirement plans for such institution's employees; provided that such
purchases are otherwise permitted by such institutions.
(4) Registered investment advisers who charge a fee for their
services, trust companies and bank trust departments investing on
their own behalf or on behalf of their clients. The Distributor may
pay Participating Dealers through which purchases are made an amount
up to 0.50% of the amount invested, over a 12-month period.
(5) Trustees and other fiduciaries purchasing shares for
retirement plans which invest in multiple fund families through
national wirehouse alliance programs subject to certain minimum size
and operational requirements. Trustees and other fiduciaries should
refer to the Statement of Additional Information for further detail
with respect to such alliance programs.
An additional net asset value category, as described below, has been added
as item number 6 and the remaining items shall be renumbered accordingly.
(6) Beneficial owners of shares of Participating Funds held by a
retirement plan or held in a tax-advantaged retirement account who
purchase shares of the Fund with proceeds from distributions from
such a plan or retirement account other than distributions taken to
correct an excess contribution.
As stated in the Fund's Prospectus, the Fund reserves the right to amend or
terminate the terms of offering shares of the Fund at net asset value at any
time.
The section of the Prospectus captioned "PURCHASE OF SHARES -- PURCHASE
OF CLASS C SHARES" is hereby supplemented as follows:
Class C shares of the Funds may be purchased at the net asset value per
share and such shares are subject to a CDSC at the rate of 1.00% of the
lesser of the current market value of the shares redeemed or the total cost
of such shares for shares that are redeemed within one year of purchase. The
Distributor will generally make payments to the Participating Dealers that
handle the purchases of such shares at the rate of up to 1.00% of the
purchase price of such shares at the time of purchase and expects to pay to
Participating Dealers most of its distribution fee, with respect to such
shares, under the Rule 12b-1 Plan for such class of shares, as described
under "Management of the Company -- Distributor" above. In determining
whether a CDSC is payable, and, if so, the amount of the fee or charge, it
is assumed that shares not subject to such fee or charge are the first
redeemed.
The paragraph of the Prospectus captioned "PURCHASE OF SHARES -- WAIVER
OF CDSC" is hereby supplemented as follows:
The CDSC will be waived on the redemption of Class B or Class C shares
(i) following the death or initial determination of disability (as defined
in the Code) of a shareholder; (ii) certain distributions from an
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IRA or other retirement plan; (iii) to the extent that shares redeemed have
been withdrawn from a Systematic Withdrawal Plan, up to a maximum amount of
12% per year from a shareholder account based on the value of the account at
the time the Withdrawal Plan is established; (iv) in circumstances under
which no commission or transaction fee is paid to authorized dealers at the
time of purchase of such shares; and (v) effected pursuant to the right of
the Company to liquidate a shareholder's account as described herein under
"Redemption of Shares." A shareholder, or their representative, must notify
the Company's Transfer Agent prior to the time of redemption if such
circumstances exist and the shareholder is eligible for this waiver. The
shareholder is responsible for providing sufficient documentation to the
Transfer Agent to verify the existence of such circumstances. For
information on the imposition and waiver of the CDSC, contact Investor
Services at 1-800-282-4404.
The section of the Prospectus entitled "MANAGEMENT OF THE COMPANY --
PORTFOLIO MANAGERS" is hereby amended and restated with the following:
ASIAN GROWTH FUND -- EAN WAH CHIN. Ean Wah Chin is a Managing Director
of the Sub-Adviser and Morgan Stanley & Co. Incorporated ("Morgan Stanley")
and is responsible for the Sub-Adviser's regional Asia ex-Japan operations
based in Singapore. She has shared primary management responsibility for the
Fund since it commenced operations. Ms. Chin was an ASEAN scholar educated
at the University of Singapore.
GLOBAL EQUITY ALLOCATION FUND -- BARTON M. BIGGS AND ANN D. THIVIERGE.
Barton Biggs has been Chairman and a director of the Sub-Adviser since 1980
and a Managing Director of Morgan Stanley since 1975. He is also a director
of Morgan Stanley Group Inc. and a director and chairman of various
registered investment companies to which the Sub-Adviser and certain of its
affiliates provide investment advisory services. Mr. Biggs holds a B.A. from
Yale University and an M.B.A. from New York University. Ann Thivierge is a
Principal of the Sub-Adviser. She is a member of the Sub-Adviser's asset
allocation committee, primarily representing the Total Fund Management team
since its inception in 1991. Prior to joining the Sub-Adviser in 1986, she
spent two years at Edgewood Management Company, a privately held investment
management firm. Ms. Thivierge holds a B.A. in International Relations from
James Madison College. Michigan State University, and an M.B.A. in Finance
from New York University. Mr. Biggs and Ms. Thivierge have had primary
responsibility for managing the Fund since it commenced operations.
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