UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
    Preliminary Proxy Statement
    Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    Definitive Proxy Statement
    Definitive Additional Materials
    Soliciting Material Pursuant to § 240.14a-12

MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS

(Names of Registrants as Specified in Their Charters)

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):

    No fee required.

    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies: ____________________________

	2)	Aggregate number of securities to which transaction applies: __________________________

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ________________________________________________________________________

	4)	Proposed maximum aggregate value of transaction: __________________________________________

	5)	Total fee paid: ____________________________________________________________

    Fee paid previously with preliminary materials.

	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid: ______________________________________________________

	2)	Form, Schedule or Registration Statement No.: ____________________________________

	3)	Filing Party: ______________________________________________________________

	4)	Date Filed: ________________________________________________________________

                                                     1221 Avenue of the Americas
                                                        New York, New York 10020

[GRAPHIC OMITTED]

                                IMPORTANT NOTICE



August 1, 2006


The Special Meetings of Shareholders (the "Meetings") of Morgan Stanley
Institutional Fund, Inc. ("MSIF"), Morgan Stanley Institutional Fund Trust
("MSIFT") and Morgan Stanley Institutional Liquidity Funds ("MSILF") held on
August 1, 2006 have been adjourned, in whole or in part, to August 23, 2006 (the
"Adjourned Meetings") in order to solicit additional votes in connection with
the proposals outlined below. The Adjourned Meetings will be held on August 23,
2006 at the offices of Morgan Stanley Investment Management, 1221 Avenue of the
Americas, 5th Floor, New York, New York.

YOUR VOTE IS IMPORTANT AND YOUR PARTICIPATION IN THE AFFAIRS OF YOUR FUND OR
TRUST DOES MAKE A DIFFERENCE.

The purpose of the Adjourned Meetings is to seek shareholder approval on the
following proposals:

     o   Election of Trustees/Directors of your Fund/Trust (MSIF and MSILF only)
     o   To modify certain fundamental investment restrictions of the portfolios
         of your Fund/Trust (certain portfolios of MSIF and MSIFT only)
     o   To consider and act upon any other business as may properly come before
         the Adjourned Meeting or any further adjournment thereof (all)

After careful consideration, the Board of Trustees/Directors of your Fund/Trust
has unanimously recommended that shareholders approve each proposal.

Please join many of your fellow shareholders and cast your vote. To cast your
vote, simply complete the enclosed proxy card and return it in the postage paid
envelope provided. As a matter of convenience, you may cast your vote via
internet or by telephone. Instructions for casting your vote via the internet or
telephone are printed on the enclosed proxy ballot. Additionally, the required
control number for either of these methods is printed on the proxy card. If you
choose to cast your vote via the internet or telephone, there is no need to mail
the card.

We appreciate your careful and prompt consideration of this matter.