<PAGE>
SUPPLEMENT DATED MAY 29, 1998 TO THE
PROSPECTUS DATED OCTOBER 28, 1997
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
PORTFOLIOS OF THE
MORGAN STANLEY FUND, INC.
P.O. BOX 418256 KANSAS CITY, MISSOURI 64141
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The Prospectus dated October 28, 1997 (the "Prospectus") of the Morgan
Stanley Fund, Inc. (the "Fund") is hereby amended and supplemented as follows:
NAME CHANGE OF PORTFOLIO
The Morgan Stanley Equity Growth Fund name changed to Van Kampen Equity
Growth Fund ("Equity Growth Fund").
FUND EXPENSES
1. The following amendments to the Van Kampen Equity Growth Fund have been
made to the "Annual Fund Operating Expenses" table appearing on page 5
and 6 of the Prospectus under the "FUND EXPENSES" section. Each entry
under the "Investment Advisory Fee" (after expense reimbursement and/or
fee waiver) category for each class of shares of the Equity Growth Fund
appearing in the table is changed from 0.68% to 0.72%.
2. Each entry under the "Other Expenses" (after expense reimbursement
and/or fee waiver) category for each class of shares of the Equity Growth
Fund appearing in the table is changed from 0.47% to 0.53%.
3. In addition, the "Total Operating Expenses" (after expense reimbursement
and/or fee waiver) category of each class of shares of the Equity Growth
Fund has been amended as follows: Class A shares is changed from 1.40% to
1.50%; Class B shares is changed from 2.15% to 2.25%; and Class C shares
is changed from 2.15% to 2.25%.
4. Absent the waiver of fees or reimbursement of expenses for the
"Investment Advisory Fees (all classes) is amended from 0.70% to 0.80%.
Absent the waiver of fees or reimbursement of expenses for the "Total
Operating Expenses" has been amended as follows: Class A shares is
changed from 1.42% to 1.58%; Class B shares is changed from 2.17% to
2.33% and Class C shares is changed from 2.17% to 2.33%.
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The expenses and fees for the Equity Growth Fund are based on advisory
agreements, 12b-1 plans and estimates of other expenses because the Equity
Growth Fund commenced investment operations on May 28, 1998.
On page 6, the example illustrating the expenses that you would pay on a
$1,000 investment, assuming a 5% annual rate of return and redemption at the end
of each time period as indicated, in (i) Class A shares of Equity Growth Fund,
including the maximum 5.75% initial sales charge, (ii) Class B shares of each
Fund, which have a CDSC, but no initial sales charge and (iii) Class C shares of
the Equity Growth Fund, which have a CDSC, but no initial sales charge, has been
amended as follows: Class A shares, one year is changed from $71 to $72 and
three years is changed from $99 to $102; Class B shares, (assuming complete
redemption at end of the period) one year is changed from $72 to $73 and three
years is changed from $97 to $100; Class B shares (assuming no redemption) one
year is changed from $22 to $23 and the three years is changed from $67 to $70;
Class C shares (assuming complete redemption immediately prior to the end of
period) one year is changed from $32 to $33 and the three years is changed from
$67 to $70; Class C shares (assuming no redemption), one year is changed from
$22 to $23 and the three years is changed from $67 to $70.
MANAGEMENT OF THE COMPANY
On page 17 under the section "Investment Adviser" the last sentence in the
first paragraph has been amended as follows: the aggregate advisory fee computed
daily and paid monthly at the annual rate is changed from 0.70% to 0.80%.
The first sentence in the fourth paragraph is modified and reads as follows:
Van Kampen American Capital is an indirect wholly-owned subsidiary of Morgan
Stanley Dean Witter & Co.
PERFORMANCE INFORMATION
On page 37 under the section "Performance of Investment Sub-Advisers" the
Total Return for the MSIF Portfolio's Class A Shares has been updated for the
period ended March 31, 1998 as follows:
TOTAL RETURN FOR THE MSIF PORTFOLIO'S CLASS A SHARES
(A SEPARATE MUTUAL FUND FROM THE EQUITY GROWTH FUND)
FOR THE PERIOD ENDED MARCH 31, 1998
(ADJUSTED TO REFLECT PROJECTED OPERATING EXPENSES AND, WHERE INDICATED, THE
SALES CHARGES OF THE FUND)
<TABLE>
<CAPTION>
SINCE
RETURN WITH SALES CHARGE 1 YEAR 3 YEARS 5 YEARS INCEPTION(1)
- --------------------------------------------------------------- --------- --------- --------- -----------------
<S> <C> <C> <C> <C>
Class A........................................................ 41.49% 35.31% 24.02% 19.74%
Class B........................................................ 44.37% 37.07% 25.06% 20.50%
Class C........................................................ 48.37% 37.60% 25.18% 20.50%
</TABLE>
<TABLE>
<CAPTION>
RETURN WITHOUT SALES CHARGE
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A........................................................ 50.12% 38.00% 25.50% 20.76%
Class B........................................................ 49.37% 37.60% 25.18% 20.50%
Class C........................................................ 49.37% 37.60% 25.18% 20.50%
</TABLE>
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(1) Commenced Operations on April 2, 1991.
