DEF 14A 1 file001.htm DEFINITIVE PROXY

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. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14

Morgan Stanley Insured Municipal Trust
Morgan Stanley Insured Municipal Bond Trust
Morgan Stanley Insured Municipal Income Trust
Morgan Stanley California Insured Municipal Income Trust
Morgan Stanley Quality Municipal Income Trust
Morgan Stanley Quality Municipal Investment Trust

------------------------------------------
(Name of Registrant as Specified in its Charter)

Lou Anne D. McInnis
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) 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) Fee previously paid:

[ ] 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 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:

MORGAN STANLEY INSURED MUNICIPAL TRUST
MORGAN STANLEY INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD OCTOBER 26, 2004

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY INSURED
MUNICIPAL TRUST, MORGAN STANLEY INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY
INSURED MUNICIPAL INCOME TRUST, MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL
INCOME TRUST, MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST and MORGAN STANLEY
QUALITY MUNICIPAL INVESTMENT TRUST (individually, a "Trust" and, collectively,
the "Trusts"), unincorporated business trusts organized under the laws of the
Commonwealth of Massachusetts, will be held jointly in the North Conference
Room, 5th Floor, at 1221 Avenue of the Americas, New York, New York 10020, on
October 26, 2004 at 9:00 a.m., New York City time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. For each Trust, to elect two Trustees to serve until the year 2007
Annual Meeting of each Trust or, in each case, until their successors shall
have been elected and qualified; and

2. To transact such other business as may properly come before the
Meetings or any adjournments thereof.

MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
For MORGAN STANLEY INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY INSURED
MUNICIPAL INCOME TRUST and MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME
TRUST, to elect one Trustee to serve until the year 2007 Annual Meeting of each
Trust or, in each case, until his successor shall have been elected and
qualified.

Shareholders of record of each Trust as of the close of business on July
23, 2004 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting of
any Trust, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the
applicable Trust's shares present in person or by proxy at the Meeting. The
persons named as proxies will vote in favor of such adjournment those proxies
which have been received by the date of the Meeting.

MARY E. MULLIN
Secretary
September 14, 2004
New York, New York

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IMPORTANT

YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
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1221 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020

-----------------
JOINT PROXY STATEMENT
-----------------

ANNUAL MEETINGS OF SHAREHOLDERS
OCTOBER 26, 2004

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY INSURED MUNICIPAL
TRUST ("IMT"), MORGAN STANLEY INSURED MUNICIPAL BOND TRUST ("IMB"), MORGAN
STANLEY INSURED MUNICIPAL INCOME TRUST ("IIM"), MORGAN STANLEY CALIFORNIA
INSURED MUNICIPAL INCOME TRUST ("IIC"), MORGAN STANLEY QUALITY MUNICIPAL INCOME
TRUST ("IQI") and MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST ("IQT")
(individually, a "Trust" and, collectively, the "Trusts"), for use at the
Annual Meetings of Shareholders of the Trusts to be held jointly on October 26,
2004 (the "Meeting(s)"), and at any adjournments thereof. The first mailing of
this Proxy Statement is expected to be made on or about September 16, 2004.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
("Shares") represented by the proxy in accordance with the instructions marked
thereon. Unmarked proxies submitted by shareholders of a Trust ("Shareholders")
will be voted for each of the nominees for election as Trustee to be elected by
all Shareholders of that Trust, and, if the Shareholder holds preferred shares
of the Trust, for the nominee for election as Trustee to be elected by only the
preferred shareholders ("Preferred Shareholders"), with respect to that Trust
set forth in the attached Notice of Annual Meetings of Shareholders. A proxy
may be revoked at any time prior to its exercise by any of the following:
written notice of revocation to the Secretary of the Trusts, execution and
delivery of a later dated proxy to the Secretary of the Trusts (whether by mail
or, as discussed below, by touchtone telephone or the Internet) (if returned
and received in time to be voted), or attendance and voting at the Meetings.
Attendance at the Meetings will not in and of itself revoke a proxy.

Shareholders of record of each Trust as of the close of business on July
23, 2004, the record date for the determination of Shareholders entitled to
notice of and to vote at the Meetings (the "Record Date"), are entitled to one
vote for each share held and a fractional vote for a fractional share. No
person was known to own as much as 5% of the outstanding shares of any of the
Trusts on that date. The percentage ownership of shares of each Trust changes
from time to time depending on purchases and sales by Shareholders and the
total number of shares outstanding.

The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:

NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
JULY 23, 2004 JULY 23, 2004
NAME OF TRUST (RECORD DATE) (RECORD DATE)
--------------- -------------------- --------------------

IMT .......................... 19,586,165 2,600
IMB .......................... 4,470,963 600
IIM .......................... 23,617,073 3,100
IIC .......................... 11,696,568 1,300
IQI .......................... 26,757,540 4,160
IQT .......................... 15,791,978 2,100

The cost of soliciting proxies for the Meeting of each Trust, consisting
principally of printing and mailing expenses, will be borne by each respective
Trust. The solicitation of proxies will be by mail, which may be supplemented
by solicitation by mail, telephone or otherwise through Trustees, officers of
the Trusts or officers and regular employees of Morgan Stanley Investment
Advisors Inc. ("Morgan Stanley Investment Advisors" or the "Investment
Manager"), Morgan Stanley Trust (or the "Transfer Agent"), Morgan Stanley
Services Company Inc. ("Morgan Stanley Services") and/or Morgan Stanley DW Inc.
("Morgan Stanley DW"), without special compensation therefor. In addition, each
Trust may employ Alamo Direct Mail Services Inc. ("Alamo") to make telephone
calls to Shareholders to remind them to vote. Each Trust may also employ Alamo
or D.F. King & Co., Inc. ("D.F. King") as proxy solicitor if it appears that
the required number of votes to achieve a quorum will not be received. In the
event of a solicitation by Alamo or D.F. King, each Trust would pay the
solicitor a project management fee not to exceed $3,000 and the expenses
outlined below.

Shareholders will be able to vote their shares by touchtone telephone or
by Internet by following the instructions on the proxy card or on the Voting
Information Card accompanying this Proxy Statement. To vote by touch tone
telephone or by Internet, Shareholders can access the website or call the
toll-free number listed on the proxy card or noted in the enclosed voting
instructions. To vote by touch tone telephone or by Internet, Shareholders will
need the "control number" that appears on the proxy card.

In certain instances, Morgan Stanley Trust, Alamo and/or D.F. King may
call Shareholders to ask if they would be willing to have their votes recorded
by telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any proposal other than to refer to the
recommendations of the Board. The Trusts have been advised by counsel that
these procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone in this manner will be asked for their social
security number or other identifying information and will be given an
opportunity to authorize proxies to vote their shares in accordance with their
instructions. To ensure that the Shareholders' instructions have been recorded
correctly, they will receive a confirmation of their instructions in the mail.
A special toll-free number set forth in the confirmation will be available in
case the information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet, will be the vote that is counted and will revoke all previous
votes by the Shareholder. With respect to reminder calls by Alamo, expenses
would be approximately $1.00 per outbound telephone

contact. With respect to the solicitation of a telephone vote by Alamo or D.F.
King, approximate additional expenses range between $3.75 and $6.00 per
telephone vote transacted, $2.75 and $3.25 per outbound or inbound telephone
contact and costs relating to obtaining Shareholders' telephone numbers and
providing additional materials upon Shareholder request, which would be borne
by each respective Trust.

This Joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Trust and, because Shareholders may
own shares of more than one Trust, to potentially avoid burdening Shareholders
with more than one proxy statement. Shares of a Trust are entitled to one vote
each at the respective Trust's Meeting. To the extent information relating to
common ownership is available to the Trusts, a Shareholder that owns record
shares in two or more of the Trusts will receive a package containing a Joint
Proxy Statement and Proxy Cards for the Trusts in which such Shareholder is a
record owner. If the information relating to common ownership is not available
to the Trusts, a Shareholder that beneficially owns shares in two or more
Trusts may receive two or more packages each containing a Joint Proxy Statement
and a Proxy Card for each Trust in which such Shareholder is a beneficial
owner. If the proposed election of Trustees is approved by Shareholders of one
Trust and disapproved by Shareholders of other Trusts, the proposal will be
implemented for the Trust that approved the proposal and will not be
implemented for any Trust that did not approve the proposal. Thus, it is
essential that Shareholders complete, date, sign and return each enclosed Proxy
Card or vote by telephone or Internet as indicated in each Trust's Proxy Card.

Only one copy of this proxy statement will be delivered to multiple
Shareholders sharing an address unless we have received contrary instructions
from one or more of the Shareholders. Upon written or oral request, we will
deliver a separate copy of this proxy statement to a Shareholder at a shared
address to which a single copy of this proxy statement was delivered and
provide instructions as to how a Shareholder can notify us that they wish to
receive a separate copy of our proxy statement. Should any Shareholder wish to
receive a separate proxy statement or should Shareholders sharing an address
wish to receive a single proxy statement in the future, please contact .

ELECTION OF TRUSTEES FOR EACH TRUST

The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at nine. There are presently
nine Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, two nominees for IMT, IQI, IQT, IMB, IIM and IIC are
standing for election to each Trust's Board of Trustees by the holders of the
Common Shares and the Preferred Shares of each respective Trust voting together
as a single class. Additionally, pursuant to each respective Trust's
Declaration of Trust and the Investment Company Act of 1940, as amended (the
"1940 Act"), one Trustee for IMB, IIM and IIC is to be elected to the Board of
Trustees of each respective Trust by the holders of the Preferred Shares of
each of those Trusts voting separately as a single class, all as set forth
below:

IMT, IQI and IQT-- IMB, IIM and IIC--

Until the year 2007 Annual Meeting Until the year 2007 Annual Meeting
---------------------------------- ----------------------------------
By all Shareholders: By all Shareholders:
Edwin J. Garn Michael Bozic
Michael E. Nugent James F. Higgins
By only Preferred Shareholders:
Charles A. Fiumefreddo

Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and Fergus
Reid) are "Independent Trustees," that is, Trustees who are not "interested
persons" of the Trusts, as that term is defined in the 1940 Act. The other two
current Trustees, Charles A. Fiumefreddo and James F. Higgins, are "interested
trustees," that is, Trustees who are "interested persons" (as that term is
defined in the 1940 Act) of the Trusts and Morgan Stanley Investment Advisors
and thus, are not Independent Trustees. The nominees for election as Trustee
have been proposed by the Trustees now serving, or, in the case of the nominees
for positions as Independent Trustees, by the Independent Trustees now serving.
All of the members of the Boards have been previously elected by the
Shareholders of the Trusts.

The nominees of the Boards of Trustees for election as Trustee of each
Trust are listed below. It is the intention of the persons named in the
enclosed form of proxy, unless instructed by proxy to withhold authority to
vote for the nominees, to vote all validly executed proxies for the election of
these nominees: for IMT, IQI and IQT--Edwin J. Garn and Michael E. Nugent; for
IMB, IIM and IIC--Michael Bozic, Charles A. Fiumefreddo and James F. Higgins.
Should any of the nominees become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such person or persons as the Boards may recommend or, in the case of
an Independent Trustee nominee, as the Independent Trustees of each Trust may
recommend. All of the nominees have consented to being named in this Proxy
Statement and to serve if elected. The Trusts know of no reason why any of the
said nominees would be unable or unwilling to accept nomination or election.
With respect to each Trust, the election of the nominees listed above to be
elected by all Shareholders requires the approval of a majority of the shares
of the Trust represented and entitled to vote at the Meeting (Common Shares and
Preferred Shares voting together as a single class). The election of the
nominee listed above to be elected by only the Preferred Shareholders of each
Trust requires the approval of a majority of the Preferred Shares of the Trust
represented and entitled to vote at the Meeting (voting separately as a single
class).

Pursuant to the provisions of the Declaration of Trust of each Trust, in
certain cases as amended, the Trustees are divided into three separate classes,
each class having a term of three years. The term of office of one of each of
the three classes will expire each year.

The Board of each Trust previously has determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson, Kearns and
Reid; and Class III--Messrs. Garn and Nugent. Any nominee will, if elected,
serve a term of up to approximately three years running for the period assigned
to that class and terminating at the date of the Annual Meeting of Shareholders
so designated by the Boards, or any adjournments thereof. In addition, pursuant
to each Trust's Declaration of Trust and the 1940 Act, the Board of each Trust
previously determined that one each of the Class I Trustees and Class II
Trustees will be designated to be elected by the Preferred Shareholders voting
separately. In this regard, Charles A. Fiumefreddo and Manuel H. Johnson serve
as Trustees of each Trust's Board of Trustees on behalf of the Preferred
Shareholders, the terms of each to expire with his designated Class. As a
consequence of this method of election, the replacement of a majority of each
of the Boards could be delayed for up to two years. In accordance with the
above, the Trustees in Class III for IMT, IQI and IQT and the Trustees in Class
I for IMB, IIM and IIC are standing for election at the Meetings and, if
elected, will serve until the year 2007 Annual Meetings or, in each case, until
their successors shall have been elected and qualified.

The Board of each Trust consists of nine trustees. These same individuals
also serve as directors or trustees for all of the funds advised by the
Investment Manager (the "Retail Funds") and certain of the funds advised by
Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (the
"Institutional Funds"). The table below sets forth the following information as
of July 23, 2004 regarding the nominees for election as

Trustee, and each of the other Trustees (both the Independent Trustees and the
Interested Trustees), as well as the executive officers of the Trusts, and each
of their age, address, term of office and length of time served, their
principal business occupations during the past five years, the number of
portfolios in the Fund Complex (defined below) overseen by each Trustee or
nominee Trustee and other directorships, if any, held by the Trustees. The Fund
Complex includes all open-end and closed-end funds (including all of their
portfolios) advised by the Investment Advisor and any funds that have an
investment advisor that is an affiliated person of the Investment Advisor
(including, but not limited to, Morgan Stanley Investment Management Inc.).

INDEPENDENT TRUSTEES

POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
INDEPENDENT TRUSTEE THE TRUSTS SERVED*
-------------------------- ------------- --------------

Michael Bozic (63) Trustee Since
c/o Kramer Levin April 1994
Naftalis & Frankel LLP
Counsel to the
Independent Trustees
919 Third Avenue
New York, NY

Edwin J. Garn (71) Trustee Since
c/o Summit Ventures LLC January 1993
One Utah Center
201 South Main Street
Salt Lake City, UT

Wayne E. Hedien (70) Trustee Since
c/o Kramer Levin September
Naftalis & Frankel LLP 1997
Counsel to the
Independent Trustees
919 Third Avenue
New York, NY

NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
INDEPENDENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
-------------------------- ---------------------------------------- -------------- ---------------------------

Michael Bozic (63) Private Investor; Director or Trustee 208 Director of Weirton Steel
c/o Kramer Levin of the Retail Funds (since April 1994) Corporation.
Naftalis & Frankel LLP and the Institutional Funds (since
Counsel to the July 2003); formerly Vice Chairman of
Independent Trustees Kmart Corporation
919 Third Avenue (December 1998-October 2000),
New York, NY Chairman and Chief Executive Officer
of Levitz Furniture Corporation
(November 1995-November 1998) and
President and Chief Executive Officer
of Hills Department Stores
(May 1991-July 1995); formerly
variously Chairman, Chief Executive
Officer, President and Chief Operating
Officer (1987-1991) of the Sears
Merchandise Group of Sears,
Roebuck & Co.

Edwin J. Garn (71) Managing Director of Summit 208 Director of Franklin
c/o Summit Ventures LLC Ventures LLC; Director or Trustee of Covey (time management
One Utah Center the Retail Funds (since January 1993) systems), BMW Bank of
201 South Main Street and the Institutional Funds (since North America, Inc.
Salt Lake City, UT July 2003); member of the Utah (industrial loan
Regional Advisory Board of Pacific corporation), United
Corp., formerly United States Senator Space Alliance (joint
(R-Utah) (1974-1992) and Chairman, venture between Lockheed
Senate Banking Committee Martin and the Boeing
(1980-1986), Mayor of Salt Lake City, Company) and Nuskin
Utah (1971-1974), Astronaut, Space Asia Pacific (multilevel
Shuttle Discovery (April 12-19, 1985), marketing); member of the
and Vice Chairman, Huntsman board of various civic and
Corporation (chemical company). charitable organizations.

Wayne E. Hedien (70) Retired; Director or Trustee of the 208 Director of The PMI
c/o Kramer Levin Retail Funds (since September 1997) Group Inc. (private
Naftalis & Frankel LLP and the Institutional Funds (since mortgage insurance);
Counsel to the July 2003); formerly associated with Trustee and Vice
Independent Trustees the Allstate Companies (1966-1994), Chairman of The Field
919 Third Avenue most recently as Chairman of Museum of Natural
New York, NY The Allstate Corporation History; director of
(March 1993-December 1994) and various other business and
Chairman and Chief Executive Officer charitable organizations.
of its wholly-owned subsidiary,
Allstate Insurance Company
(July 1989-December 1994).

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* The dates referenced below indicating commencement of service as
Trustee/Director for the Retail and Institutional Funds reflect the earliest
date the Trustee/Director began serving the Retail or Institutional Funds as
applicable.

POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
INDEPENDENT TRUSTEE THE TRUSTS SERVED*
----------------------------- ------------- --------------

Dr. Manuel H. Johnson (55) Trustee Since
c/o Johnson Smick Inception of
International, Inc. the Trusts
2099 Pennsylvania Avenue
N.W.
Suite 950
Washington, D.C.

Joseph J. Kearns (62) Trustee Since July
c/o Kearns & Associates LLC 2003
PMB754
23852 Pacific Coast
Highway
Malibu, CA

Michael E. Nugent (68) Trustee Since
c/o Triumph Capital, L.P. Inception of
445 Park Avenue the Trusts
New York, NY

Fergus Reid (71) Trustee Since
c/o Lumelite Plastics July 2003
Corporation
85 Charles Colman Blvd.
Pawling, NY

NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
INDEPENDENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
----------------------------- ----------------------------------------- -------------- ----------------------------

Dr. Manuel H. Johnson (55) Senior Partner, Johnson Smick 208 Director of NVR, Inc.
c/o Johnson Smick International, Inc., a consulting firm; (home construction);
International, Inc. Chairman of the Audit Committee Chairman and Trustee of
2099 Pennsylvania Avenue and Director or Trustee of the Retail the Financial Accounting
N.W. Funds (since July 1991) and the Foundation (oversight
Suite 950 Institutional Funds (since July 2003); organization of the
Washington, D.C. Co-Chairman and a founder of the Financial Accounting
Group of Seven Council (G7C), an Standards Board);
international economic commission; Director of RBS
formerly Vice Chairman of the Board Greenwich Capital
of Governors of the Federal Reserve Holdings (financial holding
System and Assistant Secretary of the company).
U.S. Treasury.

Joseph J. Kearns (62) President, Kearns & Associates LLC 209 Director of Electro Rent
c/o Kearns & Associates LLC (investment consulting); Deputy Corporation (equipment
PMB754 Chairman of the Audit Committee leasing), The Ford Family
23852 Pacific Coast and Director or Trustee of the Retail Foundation, and the
Highway Funds (since July 2003) and the UCLA Foundation.
Malibu, CA Institutional Funds (since August
1994); previously Chairman of the
Audit Committee of the Institutional
Funds (October 2001-July 2003);
formerly CFO of the J. Paul Getty
Trust.

Michael E. Nugent (68) General Partner of Triumph Capital, 208 Director of various
c/o Triumph Capital, L.P. L.P., a private investment partnership; business organizations.
445 Park Avenue Chairman of the Insurance Committee
New York, NY and Director or Trustee of the Retail
Funds (since July 1991) and the
Institutional Funds (since July 2001);
formerly Vice President, Bankers
Trust Company and BT Capital
Corporation (1984-1988).

Fergus Reid (71) Chairman of Lumelite Plastics 209 Trustee and Director of
c/o Lumelite Plastics Corporation; Chairman of the certain investment
Corporation Governance Committee and Director companies in the
85 Charles Colman Blvd. or Trustee of the Retail Funds (since JPMorgan Funds complex
Pawling, NY July 2003) and the Institutional Funds managed by J.P. Morgan
(since June 1992). Investment Management
Inc.

----------
* The dates referenced below indicating commencement of service as
Trustee/Director for the Retail and Institutional Funds reflect the
earliest date the Trustee/Director began serving the Retail or
Institutional Funds as applicable.

INTERESTED TRUSTEES

POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
MANAGEMENT TRUSTEE THE TRUSTS SERVED*
------------------------------ ------------- --------------

Charles A. Fiumefreddo (71) Chairman of Since
c/o Morgan Stanley Trust the Board Inception of
Harborside Financial Center, and Trustee the Trusts
Plaza Two,
Jersey City, NJ

James F. Higgins (56) Trustee Since June
c/o Morgan Stanley Trust 2000
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
MANAGEMENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
------------------------------ ---------------------------------------- -------------- -----------------------------

Charles A. Fiumefreddo (71) Chairman and Director or Trustee of 208 None.
c/o Morgan Stanley Trust the Retail Funds (since July 1991) and
Harborside Financial Center, the Institutional Funds (since
Plaza Two, July 2003); formerly Chief Executive
Jersey City, NJ Officer of the Retail Funds (until
September 2002).

James F. Higgins (56) Director or Trustee of the Retail 208 Director of AXA
c/o Morgan Stanley Trust Funds (since June 2000) and the Financial, Inc. and The
Harborside Financial Center, Institutional Funds (since July 2003); Equitable Life Assurance
Plaza Two, Senior Advisor of Morgan Stanley Society of the United
Jersey City, NJ (since August 2000); Director of the States (financial services).
Distributor and Dean Witter Realty
Inc.; previously President and Chief
Operating Officer of the Private
Client Group of Morgan Stanley
(May 1999-August 2000), and
President and Chief Operating Officer
of Individual Securities of Morgan
Stanley (February 1997-May 1999).

----------
* The dates referenced below indicating commencement of service as
Trustee/Director for the Retail and Institutional Funds reflect the
earliest date the Trustee/Director began serving the Retail or
Institutional Funds as applicable.

OFFICERS OF THE FUNDS

POSITION(S)
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER THE TRUSTS TIME SERVED*
----------------------------- --------------------- ---------------------

Mitchell M. Merin (51) President Since May 1999
1221 Avenue of the Americas
New York, NY

Barry Fink (49) Vice President Since February 1997
1221 Avenue of the Americas
New York, NY

Ronald E. Robison (65) Executive Vice Since April 2003
1221 Avenue of the Americas President and
New York, NY Principal Executive
Officer

Joseph J. McAlinden (61) Vice President Since July 1995
1221 Avenue of the Americas
New York, NY

NAME, AGE AND ADDRESS OF
EXECUTIVE OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------------------- ---------------------------------------------------------------

Mitchell M. Merin (51) President and Chief Operating Officer of Morgan Stanley
1221 Avenue of the Americas Investment Management Inc.; President, Director and Chief
New York, NY Executive Officer of the Investment Manager and Morgan
Stanley Services; Chairman and Director of the Distributor;
Chairman and Director of the Transfer Agent; Director of
various Morgan Stanley subsidiaries; President of the
Institutional Funds (since July 2003) and President of the
Retail Funds (since May 1999); Trustee (since July 2003) and
President (since December 2002) of the Van Kampen
Closed-End Funds; Trustee (since May 1999) and President
(since October 2002) of the Van Kampen Open-End Funds.

Barry Fink (49) General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment
New York, NY Management; Managing Director (since December 2000),
Secretary (since February 1997) and Director (since
July 1998) of the Investment Manager and Morgan Stanley
Services; Assistant Secretary of Morgan Stanley DW; Vice
President of the Institutional Funds (since July 2003); Vice
President of the Retail Funds; Managing Director, Secretary
and Director of the Distributor; previously Secretary
(February 1997-July 2003) and General Counsel (February
1997-April 2004) of the Retail Funds; Vice President and
Assistant General Counsel of the Investment Manager and
Morgan Stanley Services (February 1997-December 2001).

Ronald E. Robison (65) Principal Executive Officer -- Office of the Funds (since
1221 Avenue of the Americas November 2003); Managing Director of Morgan Stanley &
New York, NY Co. Incorporated, Morgan Stanley Investment Management
Inc. and Morgan Stanley; Managing Director, Chief
Administrative Officer and Director of the Investment
Manager and Morgan Stanley Services; Chief Executive
Officer and Director of the Transfer Agent; Managing
Director and Director of the Distributor; Executive Vice
President and Principal Executive Officer of the Institutional
Funds (since July 2003) and the Retail Funds (since April
2003); Director of Morgan Stanley SICAV (since May 2004);
previously President and Director of the Retail Funds
(March 2001-July 2003) and Chief Global Operations Officer
and Managing Director of Morgan Stanley Investment
Management Inc.

Joseph J. McAlinden (61) Managing Director and Chief Investment Officer of the
1221 Avenue of the Americas Investment Manager and Morgan Stanley Investment
New York, NY Management Inc.; Director of the Transfer Agent; Chief
Investment Officer of the Van Kampen Funds; Vice President
of the Institutional Funds (since July 2003) and the Retail
Funds (since July 1995).

----------
* The dates referenced below indicating commencement of service as an
Officer for the Retail and Institutional Funds reflect the earliest date
the Officer began serving the Retail or Institutional Funds as
applicable.

POSITION(S)
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER THE TRUSTS TIME SERVED*
------------------------------ ----------------- -------------------------

Amy R. Doberman (42) Vice President Since July 2004
1221 Avenue of the Americas
New York, NY

Stefanie V. Chang (37) Vice President Since July 2003
1221 Avenue of the Americas
New York, NY

Francis J. Smith (38) Treasurer and Treasurer since
c/o Morgan Stanley Trust Chief Financial July 2003 and Chief
Harborside Financial Center, Officer Financial Officer since
Plaza Two, September 2002
Jersey City, NJ

Thomas F. Caloia (58) Vice President Since July 2003
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Mary E. Mullin (37) Secretary Since July 2003
1221 Avenue of the Americas
New York, NY

NAME, AGE AND ADDRESS OF
EXECUTIVE OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------ -------------------------------------------------------------

Amy R. Doberman (42) Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas Management; Managing Director of Morgan Stanley
New York, NY Investment Management Inc. and the Investment Manager,
Vice President of the Institutional and Retail Funds (since
July 2004); Vice President of the Van Kampen Funds;
previously, Managing Director and General Counsel --
Americas, UBS Global Asset Management (July 2000-July
2004) and General Counsel, Aeltus Investment Management,
Inc. (January 1997-July 2000).

Stefanie V. Chang (37) Executive Director of Morgan Stanley & Co, Incorporated,
1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the
New York, NY Investment Manager; Vice President of the Institutional
Funds (since December 1997) and the Retail Funds (since
July 2003); formerly practiced law with the New York law
firm of Rogers & Wells (now Clifford Chance US LLP).

Francis J. Smith (38) Executive Director of the Investment Manager and Morgan
c/o Morgan Stanley Trust Stanley Services (since December 2001); previously, Vice
Harborside Financial Center, President of the Retail Funds (September 2002-July 2003);
Plaza Two, Vice President of the Investment Manager and Morgan
Jersey City, NJ Stanley Services (August 2000-November 2001) and Senior
Manager at PricewaterhouseCoopers LLP
(January 1998-August 2000).

Thomas F. Caloia (58) Executive Director (since December 2002) and Assistant
c/o Morgan Stanley Trust Treasurer of the Investment Manager, the Distributor and
Harborside Financial Center, Morgan Stanley Services; previously, Treasurer of the Retail
Plaza Two, Funds (April 1989-July 2003); First Vice President of the
Jersey City, NJ Investment Manager, the Distributor and Morgan Stanley
Services.

Mary E. Mullin (37) Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the
New York, NY Investment Manager; Secretary of the Institutional Funds
(since June 1999) and the Retail Funds (since July 2003);
formerly practiced law with the New York law firms of
McDermott, Will & Emery and Skadden, Arps, Slate,
Meagher & Flom LLP.

For each Trustee, the dollar range of equity securities beneficially owned
by the Trustees in the Trusts and in the Family of Investment Companies (Family
of Investment Companies includes all of the registered investment companies
advised by the Investment Manager, Morgan Stanley Investment Management Inc.
and Morgan Stanley AIP GP LP) as of July 23, 2004 is shown below. Messrs.
Kearns and Reid began serving as Trustees of the Trusts on July 31, 2003.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES IN THE TRUSTS BY TRUSTEE IN FAMILY OF INVESTMENT
NAME OF TRUSTEE (AS OF JULY 23, 2004) COMPANIES (AS OF JULY 23, 2004)
------------------------ ------------------------------------------------- -----------------------------------------------

INDEPENDENT:
Michael Bozic None over $100,000
Edwin J. Garn None over $100,000
Wayne E. Hedien None over $100,000
Dr. Manuel H. Johnson None over $100,000
Joseph J. Kearns(1) None over $100,000
Michael E. Nugent None over $100,000
Fergus Reid(1) None over $100,000
INTERESTED:
Charles A. Fiumefreddo None over $100,000
James F. Higgins None over $100,000

----------
(1) Includes the total amount of compensation deferred by the Trustee at his
election pursuant to a deferred compensation plan. Such deferred
compensation is placed in a deferral account and deemed to be invested in
one or more of the Retail Funds or Institutional Funds (or portfolio
thereof) that are offered as investment options under the plan. As of
December 31, 2003, Messrs. Kearns and Reid had deferred a total of
$430,361 and $600,512, respectively, pursuant to the deferred
compensation plan.

As to each Independent Trustee and his immediate family members, no person
owned beneficially or of record securities in an investment advisor or
principal underwriter of the Trusts, or a person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with an investment advisor or principal underwriter of the
Trusts as of the record date.

THE INDEPENDENT TRUSTEES AND THE COMMITTEES

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. Seven Trustees have no affiliation or business
connection with Morgan Stanley Investment Advisors Inc. or any of its
affiliated persons and do not own stock or other securities issued by Morgan
Stanley Investment Advisors' parent company, Morgan Stanley. These are the
"disinterested" or "independent" Trustees. The Retail Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Retail Funds' Boards, such individuals may reject other
attractive assignments because the Retail Funds make substantial demands on
their time. All of the Independent Trustees serve as members of the Audit
Committee. In addition, three Trustees, including two Independent Trustees,
serve as members of the Insurance Committee, and three Independent Trustees
serve as members of the Governance Committee.

The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.

The Board of Trustees of each Trust has a separately-designated standing
Audit Committee established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended. The Audit Committee is charged
with recommending to the full Board the engagement or discharge of the Trusts'
independent registered public accounting firm; directing investigations into
matters within the scope of the independent registered public accounting firms'
duties, including the power to retain outside specialists; reviewing with the
independent registered public accounting firm the audit plan and results of the
auditing engagement; approving professional services provided by the
independent registered public accounting firm

and other accounting firms prior to the performance of such services; reviewing
the independence of the independent registered public accounting firm;
considering the range of audit and non-audit fees; reviewing the adequacy of
each Trust's system of internal controls; and preparing and submitting
Committee meeting minutes to the full Board. Each Trust has adopted a formal,
written Audit Committee Charter.

The members of the Audit Committee of each Trust are currently Michael
Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns,
Michael E. Nugent and Fergus Reid. None of the members of the Trusts' Audit
Committees is an "interested person," as defined under the 1940 Act, of any of
the Trusts (with such disinterested Trustees being "Independent Trustees" or
individually, "Independent Trustee"). Each Independent Trustee is also
"independent" from each Trust under the listing standards of the New York Stock
Exchange, Inc. (NYSE). The current Chairman of the Audit Committees of all of
the Trusts is Dr. Manuel H. Johnson.

The Board of Trustees of each Trust also has a Governance Committee. The
Governance Committee identifies individuals qualified to serve as Independent
Trustees on each Trust's Board and on committees of such Board and recommends
such qualified individuals for nomination by the Trusts' Independent Trustees
as candidates for election as Independent Trustees, advises each Trust's Board
with respect to Board composition, procedures and committees, develops and
recommends to each Trust's Board a set of corporate governance principles
applicable to the Trusts, monitors and makes recommendations on corporate
governance matters and policies and procedures of the Trusts' Board of Trustees
and any Board committees and oversees periodic evaluations of the Trusts' Board
and its committees. The members of the Governance Committee of each Trust are
currently Michael Bozic, Edwin J. Garn and Fergus Reid, each of whom is an
Independent Trustee. The current Chairman of each Governance Committee is
Fergus Reid.

None of the Trusts has a separate nominating committee. While each Trust's
Governance Committee recommends qualified candidates for nominations as
Independent Trustees, the Board of Trustees of each Trust believes that the
task of nominating prospective Independent Trustees is important enough to
require the participation of all current Independent Trustees, rather than a
separate committee consisting of only certain Independent Trustees.
Accordingly, each current Independent Trustee (Michael Bozic, Edwin J. Garn,
Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and
Fergus Reid, for all Trusts) participates in the election and nomination of
candidates for election as Independent Trustees for the respective Trusts for
which the Independent Trustee serves. Persons recommended by each Trust's
Governance Committee as candidates for nomination as Independent Trustees shall
possess such knowledge, experience, skills, expertise and diversity so as to
enhance the Board's ability to manage and direct the affairs and business of
the Trusts, including, when applicable, to enhance the ability of committees of
the Board to fulfill their duties and/or to satisfy any independence
requirements imposed by law, regulation or any listing requirements of the
NYSE. While the Independent Trustees of each of the Trusts expect to be able to
continue to identify from their own resources an ample number of qualified
candidates for each Trust's Board as they deem appropriate, they will consider
nominations from Shareholders to the Board. Nominations from Shareholders
should be in writing and sent to the Independent Trustees as described below.

Finally, the Boards have formed an Insurance Committee to review and
monitor the insurance coverage maintained by the Trusts. The Insurance
Committee currently consists of Messrs. Nugent, Fiumefreddo and Hedien. The
Derivative Committee was eliminated as of July 31, 2003. There were two
Derivative Committee meetings held during each Trust's last fiscal year.

The following chart sets forth the number of meetings of the Board, the
Independent Trustees, the Audit Committee, the Insurance Committee and the
Governance Committee of each Trust during its most recent fiscal year. For the
2003 fiscal year, each Trustee attended at least seventy-five percent of the
aggregate number of meetings of the Board and any committee on which he served
held during the time such Trustee was a member of the Board.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

BOARD OF INDEPENDENT AUDIT INSURANCE GOVERNANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF TRUST YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
--------------- ---------- ---------- ------------- ----------- ----------- -----------

IMT ........... 10/31/03 10 4 8 2 None
IMB ........... 10/31/03 10 4 8 2 None
IIM ........... 10/31/03 10 4 8 2 None
IIC ........... 10/31/03 10 4 8 2 None
IQI ........... 10/31/03 10 4 8 2 None
IQT ........... 10/31/03 10 4 8 2 None

AUDIT COMMITTEE REPORT

The Board of Trustees of each Trust has adopted a formal written charter
for the Audit Committee which sets forth the Audit Committee's
responsibilities. A copy of the Audit Committee Charter is attached to this
Proxy Statement as Appendix A.

The Audit Committee of each Trust has reviewed and discussed the financial
statements of each Trust with management as well as with Deloitte & Touche LLP,
the independent registered public accounting firm for each Trust. In the course
of its discussions, the Audit Committee also discussed with Deloitte & Touche
LLP any relevant matters required to be discussed under Statement on Auditing
Standards No. 61. Based on this review, the Audit Committee recommended to the
Board of Trustees of each Trust that each Trust's audited financial statements
be included in each Trust's Annual Report to Shareholders for the most recent
fiscal year for filing with the Securities and Exchange Commission. The Audit
Committee has received the written disclosures and the letter from Deloitte &
Touche LLP required under Independence Standards Board No. 1 and has discussed
with the independent registered public accounting firm their independence.

The Audit Committee

Dr. Manuel H. Johnson (Chairman)
Joseph J. Kearns (Deputy
Chairman)
Michael Bozic
Edwin J. Garn
Wayne E. Hedien
Michael E. Nugent
Fergus Reid

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR THE RETAIL
FUNDS AND INSTITUTIONAL FUNDS

The Independent Trustees and the Trusts' management believe that having
the same Independent Trustees for each of the Retail Funds and Institutional
Funds avoids the duplication of effort that would arise from having different
groups of individuals serving as Independent Trustees for each of the Funds or
even of sub-groups of Funds. They believe that having the same individuals
serve as Independent Trustees of all the Retail Funds and Institutional Funds
tends to increase their knowledge and expertise regarding matters which affect
the Fund complex generally and enhances their ability to negotiate on behalf of
each Fund with the Funds' service providers. This arrangement also precludes
the possibility of separate groups of Independent Trustees arriving at
conflicting decisions regarding operations and management of the Funds and
avoids the

cost and confusion that would likely ensue. Finally, having the same
Independent Trustees serve on all fund boards enhances the ability of each Fund
to obtain, at modest cost to each separate Fund, the services of Independent
Trustees of the caliber, experience and business acumen of the individuals who
serve as Independent Trustees of the Retail Funds and Institutional Funds.

SHAREHOLDER COMMUNICATIONS. Shareholders may send communications to each
Trust's Board of Trustees. Shareholders should send communications intended for
each Trust's Board by addressing the communications directly to that Board (or
individual Board members) and/or otherwise clearly indicating in the salutation
that the communication is for the Board (or individual Board members) and by
sending the communication to either the Trust's office or directly to such
Board member(s) at the address specified for each Trustee previously noted.
Other shareholder communications received by the Trust not directly addressed
and sent to the Boards will be reviewed and generally responded to by
management, and will be forwarded to the Board only at the management's
discretion based on the matters contained therein.

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $100,000 in any of the Funds
in the Morgan Stanley Retail and Institutional Funds on whose boards the
Trustee serves. In addition, the policy contemplates that the Trustees will,
over time, increase their aggregate investment in the Funds above the $100,000
minimum requirement. The Trustees may allocate their investments among specific
Funds in any manner they determine is appropriate based on their individual
investment objectives. Any future Trustee will be given a one year period
following his or her election within which to comply with the foregoing. As of
the date of this Proxy Statement, each Trustee is in compliance with the
policy. As of July 23, 2004, the total value of the investments by the Trustees
and/or their spouses in shares of the Morgan Stanley Retail Funds and
Institutional Funds was approximately $32.2 million. This amount includes
compensation deferred by the Trustee at his election pursuant to a deferred
compensation plan. Such deferred compensation is placed in a deferral account
and deemed to be invested in one or more of the Retail Funds or Institutional
Funds (or portfolio thereof) that are offered as investment options under the
plan.

As of the Record Date for these Meetings, the aggregate number of shares
of each Trust owned by the Trust's officers and Trustees as a group was less
than one percent of each Trust's outstanding shares.

COMPENSATION OF TRUSTEES

Effective August 1, 2003, each Independent Trustee will receive an annual
retainer fee of $168,000 for serving the Retail Funds and Institutional Funds.
In addition, each Independent Trustee will receive $2,000 for attending each of
the four quarterly board meetings and two performance meetings that occur each
year, so that an Independent Trustee who attended all six meetings would
receive total compensation of $180,000 for serving the Trusts. The Chairman of
the Audit Committee will receive an additional annual retainer fee of $60,000.
Other Committee Chairmen and the Deputy Chairman of the Audit Committee will
receive an additional annual retainer fee of $30,000. The aggregate
compensation paid to each Independent Trustee will be paid by the Retail Funds
and Institutional Funds and is allocated on a pro rata basis among each of the
operational funds/portfolios of the Retail Funds and Institutional Funds based
on the relative net assets of each of the funds/portfolios of the Retail Funds
and Institutional Funds. Mr. Fiumefreddo receives an annual fee for his
services as Chairman of the Boards of the Retail Funds and the Institutional
Funds and for administrative services provided to each Board.

The Trusts also reimburse the Trustees for travel and other out-of-pocket
expenses incurred by them in connection with attending such meetings. Trustees
and Officers of the Trusts who are or have been employed by the Investment
Manager or an affiliated company receive no compensation or expense
reimbursement from the Trusts for their services as Trustee or Officer.

Prior to August 1, 2003, the Trusts paid each Independent Trustee an
annual fee of $800 plus a per meeting fee of $50 for meetings of the Board of
Trustees, the Independent Trustees or Committees of the Board of Trustees
attended by the Trustee (the Trusts paid the Chairman of the Audit Committee an
additional annual fee of $750, and the Chairmen of the Derivatives and
Insurance Committees additional annual fees of $500). With the exception of an
Audit Committee meeting, if a Board meeting and a meeting of the Independent
Trustees and/or more than one Committee meeting took place on a single day, the
Trustees were paid a single meeting fee by the Trusts.

Effective April 1, 2004, the Trusts began an unfunded Deferred
Compensation Plan (the "DC Plan"), which allows each Independent Trustee to
defer payment of all, or a portion, of the fees he or she receives for serving
on the Board of Trustees throughout the year. Each eligible Trustee generally
may elect to have the deferred amounts credited with a return equal to the
total return on one or more of the Retail Funds or Institutional Funds (or
portfolios thereof) that are offered as investment options under the DC Plan.
At the Trustee's election, distributions are either in one lump sum payment, or
in the form of equal annual installments over a period of five years. The
rights of an eligible Trustee and the beneficiaries to the amounts held under
the DC Plan are unsecured and such amounts are subject to the claims of the
creditors of the Trusts.

Prior to April 1, 2004, the Institutional Funds maintained a similar
Deferred Compensation Plan (the "Prior DC Plan"), which also allowed each
Independent Trustee to defer payment of all, or a portion, of the fees he or
she received for serving on the Board of Trustees throughout the year. The DC
Plan amends and supersedes the Prior DC Plan and all amounts payable under the
Prior DC Plan are now subject to the terms of the DC Plan (except for amounts
due to be paid during the calendar year 2004 which will remain subject to the
terms of the Prior DC Plan).

The following tables illustrate the compensation that the Trusts paid to
its Trustees for the fiscal year ended October 31, 2003. Messrs. Kearns and
Reid began serving as Trustees of the Trusts on July 31, 2003.

TRUST COMPENSATION

NAME OF TRUSTEE IMT IMB IIM IIC IQI IQT
------------------------------------- --------- --------- --------- --------- --------- ---------

Michael Bozic(1)(3) ................. $1,311 $1,118 $1,366 $1,190 $1,423 $1,263
Charles A. Fiumefreddo*(2) .......... 3,961 3,745 4,026 3,835 4,091 3,907
Edwin J. Garn(1)(3) ................. 1,311 1,118 1,366 1,190 1,423 1,263
Wayne E. Hedien(1)(2) ............... 1,261 1,068 1,316 1,140 1,373 1,213
James F. Higgins* ................... 0 0 0 0 0 0
Dr. Manuel H. Johnson(1) ............ 1,778 1,524 1,851 1,622 1,926 1,715
Joseph J. Kearns(1) ................. 284 61 348 146 414 229
Michael E. Nugent(1)(2) ............. 1,592 1,369 1,656 1,454 1,722 1,537
Fergus Reid(1)(3) ................... 284 61 348 146 414 229

----------
(*) Messrs. Fiumefreddo and Higgins are deemed to be "interested persons" of the
Trust as that term is defined in the 1940 Act.

(1) Member of the Audit Committee. Dr. Johnson is the Chairman of the Audit
Committee and Mr. Kearns is the Deputy Chairman of the Audit Committee.

(2) Member of the Insurance Committee. Mr. Nugent is the Chairman of the
Insurance Committee.

(3) Member of the Governance Committee. Mr. Reid is the Chairman of the
Governance Committee.

The following table shows aggregate compensation paid to each of the
Trusts' Trustees by the Fund Complex (which includes all of the Retail and
Institutional Funds) for the calendar year ended December 31,

2003. Because the funds in the Fund Complex have different fiscal year ends,
the amounts shown in this table are presented on a calendar-year basis. Messrs.
Bozic, Fiumefreddo, Garn, Hedien, Johnson and Higgins began serving as Trustees
of the Institutional Funds on July 31, 2003, and served as Trustees of the
Retail Funds during the calendar year ended December 31, 2003. Messrs. Kearns
and Reid began serving as Trustees of the Retail Funds on July 31, 2003, and
served as Trustees of the Institutional Funds during the calendar year ended
December 31, 2003. Mr. Nugent served as Trustee of both the Institutional Funds
and the Retail Funds during the calendar year ended December 31, 2003.

CASH COMPENSATION FROM FUND COMPLEX

NUMBER OF PORTFOLIOS TOTAL COMPENSATION
IN THE FUND COMPLEX FROM THE FUND
FROM WHICH THE TRUSTEE COMPLEX PAYABLE
NAME OF TRUSTEE RECEIVED COMPENSATION TO TRUSTEES
-------------------------------- ------------------------ -------------------

Michael Bozic .................. 208 $164,400
Charles A. Fiumefreddo ......... 208 360,000
Edwin J. Garn .................. 208 164,400
Wayne E. Hedien ................ 208 164,300
James F. Higgins ............... 208 0
Dr. Manuel H. Johnson .......... 208 228,213
Joseph J. Kearns(1) ............ 209 166,710
Michael E. Nugent .............. 208 277,441
Fergus Reid(1) ................. 209 149,299

----------
(1) Includes amounts deferred at the election of the Trustees under the Prior
DC Plan. The total amounts of deferred compensation (including interest)
payable or accrued by Messrs. Kearns and Reid are $430,361 and $600,512,
respectively.

Prior to December 31, 2003, 49 of the Retail Funds (the "Adopting Funds"),
including the Trusts, had adopted a retirement program under which an
Independent Trustee who retired after serving for at least five years as an
Independent Trustee of any such fund (an "Eligible Trustee") would have been
entitled to retirement payments based on factors such as length of service,
upon reaching the eligible retirement age. On December 31, 2003, the amount of
accrued retirement benefits for each Eligible Trustee was frozen, and will be
payable, together with a return of 8% per annum, at or following each such
Eligible Trustee's retirement as shown in the table below.

The following tables illustrate the retirement benefits accrued to the
Trusts' Independent Trustees by the Trusts for the fiscal year ended October
31, 2003 and the 49 Morgan Stanley Retail Funds for the calendar year ended
December 31, 2003, and the estimated retirement benefits for the Independent
Trustees, to commence upon their retirement, from the Trusts as of October 31,
2003 and from the 49 Morgan Stanley Retail Funds as of December 31, 2003.
Messrs. Kearns and Reid do not participate in the retirement program.

RETIREMENT BENEFITS ACCRUED AS EXPENSES
---------------------------------------------------------------------------
BY BY BY BY BY BY BY ALL
NAME OF INDEPENDENT TRUSTEES IMT IMB IIM IIC IQI IQT ADOPTING FUNDS
------------------------------- ------- ------- ------- ------- ------- ------- ---------------

Michael Bozic ................. $413 $415 $412 $415 $415 $413 $19,842
Edwin J. Garn ................. 789 800 789 800 800 789 35,306
Wayne E. Hedien ............... 792 798 798 798 798 792 38,649
Dr. Manuel H. Johnson ......... 430 431 430 431 431 430 20,125
Michael E. Nugent ............. 806 810 805 810 810 806 36,265

ESTIMATED ANNUAL BENEFITS UPON RETIREMENT(1)
---------------------------------------------------------------------------------
FROM FROM FROM FROM FROM FROM FROM ALL
NAME OF INDEPENDENT TRUSTEES IMT IMB IIM IIC IQI IQT ADOPTING FUNDS
------------------------------- -------- -------- -------- -------- -------- -------- ---------------

Michael Bozic ................. $ 997 $ 997 $ 997 $ 997 $ 997 $ 997 $47,838
Edwin J. Garn ................. 990 990 990 990 990 990 47,877
Wayne E. Hedien ............... 843 843 843 843 843 843 40,839
Dr. Manuel H. Johnson ......... 1,451 1,451 1,451 1,451 1,451 1,451 70,050
Michael E. Nugent ............. 1,299 1,299 1,299 1,299 1,299 1,299 62,646

----------
(1) Total compensation accrued under the retirement plan, together with a
return of 8% per annum, will be paid annually commencing upon retirement
and continuing for the remainder of the Trustee's life.

THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR
ELECTION.

THE INVESTMENT ADVISOR

Morgan Stanley Investment Advisors Inc. serves as each Trust's investment
manager pursuant to investment management agreements. Morgan Stanley Investment
Advisors maintains its offices at 1221 Avenue of the Americas, New York, New
York 10020. Morgan Stanley Investment Advisors, formerly known as Morgan
Stanley Dean Witter Advisors Inc., adopted its current name on June 18, 2001.
Morgan Stanley Investment Advisors is a wholly-owned subsidiary of Morgan
Stanley, a preeminent global financial services firm that maintains leading
market positions in each of its three primary businesses--securities, asset
management and credit services.

The Principal Executive Officer and Directors of Morgan Stanley Investment
Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald
E. Robison, Managing Director and Chief Administrative Officer, and Barry Fink,
Managing Director and Secretary. The principal occupations of Messrs. Merin,
Robison and Fink are described under the section "Election of Trustees." The
business address of the Executive Officer and other Directors is 1221 Avenue of
the Americas, New York, New York 10020.

Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036.
Morgan Stanley is a full service securities firm engaged in securities trading
and brokerage activities, as well as providing investment banking, research and
analyses, financing and financial advisory services. There are various lawsuits
pending against Morgan Stanley involving material amounts which, in the opinion
of its management, will be resolved with no material effect on the consolidated
financial position of the company.

Morgan Stanley Investment Advisors and its wholly-owned subsidiary, Morgan
Stanley Services, serve in various investment management, advisory, management
and administrative capacities to investment companies and pension plans and
other institutional and individual investors. The address of Morgan Stanley
Services is that of Morgan Stanley Investment Advisors set forth above.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT FEES PAID

The fees for professional services billed by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of IMT,
IMB, IIM, IIC, IQI and IQT for the fiscal years ended October 31, 2002 and
October 31, 2003, are set forth below.

2002 2003
---------- ----------

IMT ........................................... $26,500 $27,329
IMB ........................................... $26,500 $27,329
IIM ........................................... $26,500 $27,329
IIC ........................................... $26,500 $27,329
IQI ........................................... $24,380 $25,209
IQT ........................................... $24,980 $25,209

AUDIT-RELATED FEES

The audit-related fees billed by Deloitte & Touche LLP related to the
annual audit of each Trust's financial statements for their respective fiscal
years ended October 31, 2002 and 2003, for the translation of financial
statements for data verification and agreed-upon procedures related to asset
securitizations and agreed-upon procedures engagements are set forth below.

2002 2003
------ -------

IMT .................................................. $656 $684
IMB .................................................. $656 $684
IIM .................................................. $656 $684
IIC .................................................. $656 $684
IQI .................................................. $656 $684
IQT .................................................. $656 $684

TAX FEES

The aggregate fees billed by Deloitte & Touche LLP in connection with tax
compliance, tax advice and tax planning for each Trust for their respective
fiscal years ended October 31, 2002 and 2003, which represent fees paid for the
review of the Federal, state and local tax returns for each Trust are set forth
below.

2002 2003
--------- ---------

IMT ................................................. $4,346 $4,346
IMB ................................................. $4,346 $4,346
IIM ................................................. $4,346 $4,346
IIC ................................................. $4,346 $4,346
IQI ................................................. $4,346 $4,346
IQT ................................................. $4,346 $4,346

ALL OTHER FEES

There were no fees billed by Deloitte & Touche LLP for any other products
and services not set forth above for each Trust for the respective fiscal years
ended October 31, 2002 and 2003.

AUDIT COMMITTEE PRE-APPROVAL

Each Trust's Audit Committee's policy is to review and pre-approve all
auditing and non-auditing services to be provided to the Trust by the Trust's
independent registered public accounting firm. The Audit Committee Audit and
Non-Audit Pre-Approval Policy and Procedures requires each Trust's Audit
Committee to either generally pre-approve certain services without
consideration of specific case-by-case services, or requires the specific
pre-approval of services by the Audit Committee or its delegate. Under the
Policy, unless a type of service has received general pre-approval, it will
require specific pre-approval by the Audit Committee if it is to be provided by
the independent registered public accounting firm. Any services that are
generally pre-approved may require specific pre-approval by the Audit Committee
if the services exceed pre-approved cost levels or budgeted amounts. All of the
audit and the tax services described above for which Deloitte & Touche LLP
billed each of the Trusts' fees for the fiscal year ended October 31, 2003 were
pre-approved by the Audit Committee.

AGGREGATE NON-AUDIT FEES PAID BY THE INVESTMENT ADVISOR AND AFFILIATED ENTITIES

The aggregate fees billed for professional services rendered by Deloitte &
Touche LLP for all other services provided to the Investment Advisor and to any
entities controlling, controlled by or under common control with the Investment
Advisor for the fiscal years ended October 31, 2003 and 2002 amounted to
approximately $4 million and $3.3 million, respectively. Such services for the
2003 and 2002 fiscal years included: (i) audit-related fees of approximately
$3.3 million and $2.3 million, respectively, for the issuance of a report under
Statement on Accounting Standards No. 70 titled "Reports on the Processing of
Transactions by Service Organizations" and (ii) all other fees of approximately
$650,000 and $1 million, respectively, related to services such as performance
attestation, operational control reviews and the provision of educational
seminars.

The Audit Committee of each Trust has considered whether the provision of
non-audit services and the provision of services to affiliates of the
Investment Advisor is compatible with maintaining the independence of Deloitte
& Touche LLP.

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Trust is not obtained at the
Meeting of any Trust, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Trust's shares present in person
or by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which have been received by the date of the
Meeting. Abstentions and broker "non-votes" will not count in favor of or
against any such vote for adjournment.

Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any proposal, and broker "non-votes" will not be deemed to be
present at the Meeting of any Trust for purposes of determining whether a
particular proposal to be voted upon has been approved. Broker "non-votes" are
shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received no later than
May 25, 2005 for each Trust for inclusion in the proxy statement

and proxy for that meeting. The mere submission of a proposal does not
guarantee its inclusion in the proxy materials or its presentation at the
meeting. Certain rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

EACH TRUST'S MOST RECENT ANNUAL REPORT FOR THE TRUST'S MOST RECENT FISCAL
YEAR END, AND, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
HAVE BEEN PREVIOUSLY SENT TO SHAREHOLDERS AND ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM NINA WESSEL AT MORGAN STANLEY TRUST, HARBORSIDE FINANCIAL CENTER,
PLAZA TWO, 2ND FLOOR, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS)
(TOLL-FREE).

INTEREST OF CERTAIN PERSONS

Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW,
Morgan Stanley Services, and certain of their respective Directors, Officers,
and employees, including persons who are Trustees or Officers of the Trusts,
may be deemed to have an interest in certain of the proposals described in this
Proxy Statement to the extent that certain of such companies and their
affiliates have contractual and other arrangements, described elsewhere in this
Proxy Statement, pursuant to which they are paid fees by the Trusts, and
certain of those individuals are compensated for performing services relating
to the Trusts and may also own shares of Morgan Stanley. Such companies and
persons may thus be deemed to derive benefits from the approvals by
Shareholders of such proposals.

OTHER BUSINESS

The management of the Trusts knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly come
before the Meetings, it is the intention of the persons named in the enclosed
form of proxy, or their substitutes, to vote all shares that they are entitled
to vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.

By Order of the Board of Trustees

MARY E. MULLIN
Secretary

APPENDIX A

CHARTER OF THE
AUDIT COMMITTEE
OF THE
MORGAN STANLEY FUNDS

The Board of Directors/Trustees (the "Board") of each fund advised or
managed by Morgan Stanley Investment Advisors Inc. or Morgan Stanley Services
Company Inc. (each, a "Fund," collectively, the "Funds") has adopted and
approved this charter for the audit committee of each Fund (the "Audit
Committee").

1. Structure and Membership Requirements:

1.01 The Audit Committee shall consist of at least three "independent"
directors/trustees. "Independent" shall have the meaning ascribed to
it in New York Stock Exchange Listed Company Standard 303.01(2) and
(3).

1.02 Each member of the Audit Committee shall not be an "interested
person" of the Funds, as that term is defined in Section 2(a)(19) of
the Investment Company Act of 1940.

1.03 Each member of the Audit Committee shall be "financially literate,"
as such term is interpreted by the Fund's Board in its business
judgment, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee.

1.04 At least one member of the Audit Committee must have accounting or
related financial management expertise, as such qualification is
interpreted by the Fund's Board in its business judgment.

2. Meetings:

2.01 The Audit Committee shall meet at least twice each calendar year.

3. Duties and Powers:

3.01 Each Fund's outside auditor is ultimately accountable to the Audit
Committee and to the Board. The Audit Committee, subject to the
Board's approval and oversight, has the authority and
responsibility, to select, evaluate and, where appropriate, replace
the outside auditor. To the extent required by law, this includes
nominating the selected outside auditor to be considered for
approval or ratification by shareholders at their next annual
meeting.

3.02 The Audit Committee shall approve the scope of professional services
to be provided to the Funds by the outside auditor.

3.03 The Audit Committee shall review with the outside auditor the audit
plan and results of the auditing engagement.

3.04 The Audit Committee shall review the independence of the outside
auditor, including:

(a) ensuring that the outside auditor submits to the Audit
Committee, at least annually, a letter delineating all
relationships between the auditor and the Funds;

(b) engaging in a dialogue with the outside auditor with respect
to any disclosed relationships or services that may impact the
objectivity and independence of the outside auditor; and

A-1

(c) recommending the Board take action in response to the outside
auditor's report of any of the relationships discussed in (b)
above, to the extent necessary and appropriate for the Audit
Committee to satisfy itself of the outside auditor's
independence.

3.05 The Audit Committee shall oversee any other aspects of the Funds'
audit process as it deems necessary and appropriate.

3.06 The Audit Committee is empowered to review the Funds' system of
internal controls.

3.07 The Audit Committee shall have the resources and authority as it
deems appropriate to discharge its responsibilities, including the
authority to retain special counsel and other experts or consultants
at the expense of the appropriate Fund(s).

4. Review of Charter:

4.01 The Audit Committee shall review and assess the adequacy of this
charter annually.

4.02 Any changes to the charter must be recommended by the Audit
Committee and approved by the Board.

A-2

APPENDIX B

JOINT GOVERNANCE COMMITTEE CHARTER

OF THE

MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

AS ADOPTED ON JULY 31, 2003
AND AS AMENDED ON
APRIL 22, 2004

B-1

1. MISSION STATEMENT

The Governance Committee (the "Governance Committee") is a committee of
the Board of Trustees/Directors (referred to herein as the "Trustees" and
collectively as the "Board") of each Fund listed in the attached Exhibit A(1).
The purpose of the Governance Committee is to: (1) evaluate the suitability of
potential candidates for election to the Board and recommend candidates for
nomination by the Independent Trustees (as defined below); (2) develop and
recommend to the Board a set of corporate governance principles applicable to
the Fund, monitor corporate governance matters and make recommendations to the
Board and act as the administrative committee with respect to Board policies
and procedures, and committee policies and procedures; and (3) oversee periodic
evaluations of the Board and any committees of the Board.

2. COMPOSITION

The Governance Committee shall be comprised of three or more Trustees of
the Board. Governance Committee members shall be designated by the full Board,
and the manner of selection of the Governance Committee chair shall also be
designated by the full Board.

Each member of the Governance Committee shall be an independent director
or trustee. A person shall be considered to be independent if he or she: (a) is
independent as defined in New York Stock Exchange Listed Company Standard
303.01 (2) and (3); (b) is a "disinterested person" as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended; and (c) does not
accept, directly or indirectly, any consulting, advisory or other compensatory
fee from any of the Funds or their investment advisor or any affiliated person
of the advisor, other than fees from the Funds for serving as a member of the
Funds' Boards or Committees of the Boards. Such independent directors or
trustees are referred to herein as the "Independent Trustees."

3. MEETING OF THE GOVERNANCE COMMITTEE

The Governance Committee shall fix its own rules of procedure, which shall
be consistent with the Fund's organizational documents and this Governance
Committee Charter. The Governance Committee shall meet at such times as may be
determined as appropriate by the Committee. The Governance Committee, in its
discretion, may ask Trustees, members of management or others, whose advice and
counsel are sought by the Governance Committee, to attend its meetings (or
portions thereof) and to provide such pertinent information as the Governance
Committee requests.

The Governance Committee shall cause to be maintained minutes of all
meetings and records to those meetings and provide copies of such minutes to
the Board and the Fund.

4. AUTHORITY

The Governance Committee shall have the authority to carry out its duties
and responsibilities as set forth in this Governance Committee Charter.

----------

(1) This Joint Governance Committee Charter has been adopted by each Fund.
Solely for the sake of clarity and simplicity, this Joint Governance
Committee Charter has been drafted as if there is a single Fund, a single
Governance Committee and a single Board. The terms "Governance Committee,"
"Trustees" and "Board" mean the Governance Committee, Trustees and the
Board of each Fund, respectively, unless the context otherwise requires.
The Governance Committee, Trustees and the Board of each Fund, however,
shall act separately and in the best interests of its respective Fund.

B-2

5. GOALS, DUTIES AND RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE

In carrying out its duties and responsibilities, the Governance
Committee's policies and procedures will remain flexible, so that it may be in
a position to react or respond to changing circumstances or conditions. The
following are the duties and responsibilities of the Governance Committee:

a. Board Candidates and Nominees
-----------------------------

The Governance Committee shall have the following goals and
responsibilities with respect to Board candidates and nominees:

i. evaluate the suitability of potential trustee/director candidates
proposed by Trustees, shareholders or others;

ii. recommend, for nomination by the Independent Trustees, candidates
for election as an Independent Trustee by the shareholders or
appointment by the Board, as the case may be, pursuant to the
Fund's organizational documents. Persons recommended by the
Governance Committee shall possess such knowledge, experience,
skills, expertise and diversity so as to enhance the Board's
ability to manage and direct the affairs and business of the
Fund, including, when applicable, to enhance the ability of
committees of the Board to fulfill their duties and/or to satisfy
any independence requirements imposed by law, regulation or any
listing requirements of the New York Stock Exchange ("NYSE") as
applicable to the Fund; and

iii. review the suitability for continued service as a
trustee/director of each Independent Trustee when his or her term
expires and at such other times as the Governance Committee deems
necessary or appropriate, and to recommend whether or not the
Independent Trustee should be re-nominated by the Independent
Trustees.

b. Corporate Governance
--------------------

The Governance Committee shall have the following goals and principles
with respect to Board corporate governance:

i. monitor corporate governance principles for the Fund, which shall
be consistent with any applicable laws, regulations and listing
standards, considering, but not limited to, the following:

(1) trustee/director qualification standards to reflect the
independence requirements of the Sarbanes-Oxley Act of 2002,
as amended ("SOX") and the rules thereunder, the Investment
Company Act of 1940, as amended ("the 1940 Act"), and the
NYSE;

(2) trustee/director duties and responsibilities;

(3) trustee/director access to management, and, as necessary and
appropriate, independent advisers; and

(4) trustee/director orientation and continuing education;

ii. review periodically the corporate governance principles adopted
by the Board to assure that they are appropriate for the Fund and
comply with the requirements of SOX, the 1940 Act and the NYSE,
and to recommend any desirable changes to the Board;

B-3

iii. consider other corporate governance issues that arise from time
to time, and to develop appropriate recommendations for the
Board; and

c. Periodic Evaluations

The Governance Committee shall be responsible for overseeing the
evaluation of the Board as a whole and each Committee. The Governance
Committee shall establish procedures to allow it to exercise this
oversight function.

In conducting this review, the Governance Committee shall evaluate
whether the Board appropriately addresses the matters that are or
should be within its scope pursuant to the set of corporate governance
principles adopted by the Governance Committee. The Governance
Committee shall address matters that the Governance Committee
considers relevant to the Board's performance, including at least the
following: the adequacy, appropriateness and quality of the
information and recommendations presented by management of the Fund to
the Board, and whether the number and length of meetings of the Board
were adequate for the Board to complete its work in a thorough and
thoughtful manner.

The Governance Committee shall report to the Board on the results of
its evaluation, including any recommended changes to the principles of
corporate governance, and any recommended changes to the Fund's or the
Board's or a Committee's policies or procedures. This report may be
written or oral.

6. EVALUATION OF THE GOVERNANCE COMMITTEE

The Governance Committee shall, on an annual basis, evaluate its
performance under this Joint Governance Committee Charter. In conducting this
review, the Governance Committee shall evaluate whether this Joint Governance
Committee Charter appropriately addresses the matters that are or should be
within its scope. The Governance Committee shall address matters that the
Governance Committee considers relevant to its performance, including at least
the following: the adequacy, appropriateness and quality of the information and
recommendations presented by the Governance Committee to the Board, and whether
the number and length of meetings of the Governance Committee were adequate for
the Governance Committee to complete its work in a thorough and thoughtful
manner.

The Governance Committee shall report to the Board on the results of its
evaluation, including any recommended amendments to this Joint Governance
Committee Charter, and any recommended changes to the Fund's or the Board's
policies or procedures. This report may be written or oral.

7. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Governance Committee may conduct or authorize investigations into or
studies of matters within the Governance Committee's scope of responsibilities,
and may retain, at the Fund's expense, such independent counsel or other
advisers as it deems necessary.

B-4

EXHIBIT A
---------

FUND LIST
---------

MORGAN STANLEY
RETAIL AND INSTITUTIONAL FUNDS
AT
JULY 31, 2004

RETAIL FUNDS
------------

OPEN-END RETAIL FUNDS

TAXABLE MONEY MARKET FUNDS
--------------------------

1. Active Assets Government Securities Trust ("AA Government")
2. Active Assets Institutional Government Securities Trust ("AA Institutional
Government")
3. Active Assets Institutional Money Trust ("AA Institutional Money")
4. Active Assets Money Trust ("AA Money")
5. Morgan Stanley Liquid Asset Fund Inc. ("Liquid Asset")
6. Morgan Stanley U.S. Government Money Market Trust ("Government Money")

TAX-EXEMPT MONEY MARKET FUNDS
-----------------------------

7. Active Assets California Tax-Free Trust ("AA California")
8. Active Assets Tax-Free Trust ("AA Tax-Free")
9. Morgan Stanley California Tax-Free Daily Income Trust ("California Tax-Free
Daily")
10. Morgan Stanley New York Municipal Money Market Trust ("New York Money")
11. Morgan Stanley Tax-Free Daily Income Trust ("Tax-Free Daily")

EQUITY FUNDS
------------

12. Morgan Stanley Aggressive Equity Fund ("Aggressive Equity")*
13. Morgan Stanley Allocator Fund ("Allocator Fund")*
14. Morgan Stanley American Opportunities Fund ("American Opportunities")*
15. Morgan Stanley Biotechnology Fund ("Biotechnology Fund")*
16. Morgan Stanley Capital Opportunities Trust ("Capital Opportunities")*
17. Morgan Stanley Developing Growth Securities Trust ("Developing Growth")*
18. Morgan Stanley Dividend Growth Securities Inc. ("Dividend Growth")*
19. Morgan Stanley European Growth Fund Inc. ("European Growth")*
20. Morgan Stanley Financial Services Trust ("Financial Services")*
21. Morgan Stanley Fund of Funds ("Fund of Funds")*
o Domestic Portfolio
o International Portfolio

22. Morgan Stanley Fundamental Value Fund ("Fundamental Value")*
23. Morgan Stanley Global Advantage Fund ("Global Advantage")*
24. Morgan Stanley Global Dividend Growth Securities ("Global Dividend
Growth")*
25. Morgan Stanley Global Utilities Fund ("Global Utilities")*
26. Morgan Stanley Growth Fund ("Growth Fund")*
27. Morgan Stanley Health Sciences Trust ("Health Sciences")*

B-5

28. Morgan Stanley Income Builder Fund ("Income Builder")*
29. Morgan Stanley Information Fund ("Information Fund")*
30. Morgan Stanley International Fund ("International Fund")*
31. Morgan Stanley International SmallCap Fund ("International SmallCap")*
32. Morgan Stanley International Value Equity Fund ("International Value")*
33. Morgan Stanley Japan Fund ("Japan Fund")*
34. Morgan Stanley KLD Social Index Fund ("KLD Social Index")*
35. Morgan Stanley Latin American Growth Fund ("Latin American")*
36. Morgan Stanley Mid-Cap Value Fund ("Mid-Cap Value")*
37. Morgan Stanley Nasdaq-100 Index Fund ("Nasdaq-100")*
38. Morgan Stanley Natural Resource Development Securities Inc. ("Natural
Resource")*
39. Morgan Stanley Pacific Growth Fund Inc. ("Pacific Growth")*
40. Morgan Stanley Real Estate Fund ("Real Estate")*
41. Morgan Stanley Small-Mid Special Value Fund ("Small-Mid Special Value")*
42. Morgan Stanley S&P 500 Index Fund ("S&P 500 Index")*
43. Morgan Stanley Special Growth Fund ("Small Cap Growth")*
44. Morgan Stanley Special Value Fund ("Special Value")*
45. Morgan Stanley Total Market Index Fund ("Total Market Index")*
46. Morgan Stanley Total Return Trust ("Total Return")*
47. Morgan Stanley Utilities Fund ("Utilities Fund")*
48. Morgan Stanley Value-Added Market Series ("Value Added")*
49. Morgan Stanley Value Fund ("Value Fund")*

BALANCED FUNDS
--------------

50. Morgan Stanley Balanced Growth Fund ("Balanced Growth")
51. Morgan Stanley Balanced Income Fund ("Balanced Income")

ASSET ALLOCATION FUND
---------------------

52. Morgan Stanley Strategist Fund ("Strategist Fund")

TAXABLE FIXED-INCOME FUNDS
--------------------------

53. Morgan Stanley Convertible Securities Trust ("Convertible Securities")*
54. Morgan Stanley Federal Securities Trust ("Federal Securities")*
55. Morgan Stanley Flexible Income Trust ("Flexible Income")*
56. Morgan Stanley High Yield Securities Inc ("High Yield Securities")
57. Morgan Stanley Limited Duration Fund ("Limited Duration Fund")
58. Morgan Stanley Limited Duration U.S. Treasury Trust ("Limited Duration
Treasury")
59. Morgan Stanley Quality Income Securities ("Quality Income")*
60. Morgan Stanley Total Return Income Securities Fund ("Total Return Income")*
61. Morgan Stanley U.S. Government Securities Trust ("Government Securities")*

TAX-EXEMPT FIXED-INCOME FUNDS
-----------------------------

62. Morgan Stanley California Tax-Free Income Fund ("California Tax-Free")*
63. Morgan Stanley Hawaii Municipal Trust ("Hawaii Municipal")
64. Morgan Stanley Limited Term Municipal Trust ("Limited Term Municipal")
65. Morgan Stanley Multi-State Municipal Series Trust ("Multi-State Series")
o Arizona Series

B-6

o Florida Series
o New Jersey Series
o Pennsylvania Series

66. Morgan Stanley New York Tax-Free Income Fund ("New York Tax-Free")*
67. Morgan Stanley Tax-Exempt Securities Trust ("Tax-Exempt Securities")*

SPECIAL PURPOSE FUNDS
---------------------

68. Morgan Stanley Select Dimensions Investment Series ("Select Dimensions")
o American Opportunities Portfolio
o Balanced Growth Portfolio
o Capital Opportunities Portfolio
o Developing Growth Portfolio
o Dividend Growth Portfolio
o Flexible Income Portfolio
o Global Equity Portfolio
o Growth Portfolio
o Money Market Portfolio
o Utilities Portfolio
o Value-Added Portfolio
69. Morgan Stanley Variable Investment Series ("Variable Investment")
o Aggressive Equity Portfolio
o Dividend Growth Portfolio
o Equity Portfolio
o European Growth Portfolio
o Global Advantage Portfolio
o Global Dividend Growth Portfolio
o High Yield Portfolio
o Income Builder Portfolio
o Information Portfolio
o Limited Duration Portfolio
o Money Market Portfolio
o Quality Income Plus Portfolio
o S&P 500 Index Portfolio
o Strategist Portfolio
o Utilities Portfolio

*- Denotes Retail Multi-Class Fund

CLOSED-END RETAIL FUNDS
-----------------------

TAXABLE FIXED-INCOME CLOSED-END FUNDS
-------------------------------------

70. Morgan Stanley Government Income Trust ("Government Income")
71. Morgan Stanley Income Securities Inc. ("Income Securities")
72. Morgan Stanley Prime Income Trust ("Prime Income")

TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS
----------------------------------------

73. Morgan Stanley California Insured Municipal Income Trust ("California
Insured Municipal")
74. Morgan Stanley California Quality Municipal Securities ("California Quality
Municipal")

B-7

75. Morgan Stanley Insured California Municipal Securities ("Insured California
Securities")
76. Morgan Stanley Insured Municipal Bond Trust ("Insured Municipal Bond")
77. Morgan Stanley Insured Municipal Income Trust ("Insured Municipal Income")
78. Morgan Stanley Insured Municipal Securities ("Insured Municipal
Securities")
79. Morgan Stanley Insured Municipal Trust ("Insured Municipal Trust")
80. Morgan Stanley Municipal Income Opportunities Trust ("Municipal
Opportunities")
81. Morgan Stanley Municipal Income Opportunities Trust II ("Municipal
Opportunities II")
82. Morgan Stanley Municipal Income Opportunities Trust III ("Municipal
Opportunities III")
83. Morgan Stanley Municipal Premium Income Trust ("Municipal Premium")
84. Morgan Stanley New York Quality Municipal Securities ("New York Quality
Municipal")
85. Morgan Stanley Quality Municipal Income Trust ("Quality Municipal Income")
86. Morgan Stanley Quality Municipal Investment Trust ("Quality Municipal
Investment")
87. Morgan Stanley Quality Municipal Securities ("Quality Municipal
Securities")

INSTITUTIONAL FUNDS
-------------------

OPEN-END INSTITUTIONAL FUNDS

1. Morgan Stanley Institutional Fund, Inc. ("Institutional Fund Inc.")

Active Portfolios:

o Active International Allocation Portfolio
o Emerging Markets Portfolio
o Emerging Markets Debt Portfolio
o Equity Growth Portfolio
o European Real Estate Portfolio
o Focus Equity Portfolio
o Global Franchise Portfolio
o Global Value Equity Portfolio
o International Equity Portfolio
o International Magnum Portfolio
o International Small Cap Portfolio
o Money Market Portfolio
o Municipal Money Market Portfolio
o Small Company Growth Portfolio
o Technology Portfolio
o U.S. Real Estate Portfolio
o Value Equity Portfolio

Inactive Portfolios:

o Asian Equity Portfolio
o China Growth Portfolio
o Gold Portfolio
o Micro-Cap Portfolio
o Mortgage Backed Securities Portfolio
o Municipal Bond Portfolio
o U.S. Equity Portfolio

B-8

2. Morgan Stanley Institutional Fund Trust ("Institutional Fund Trust")

Active Portfolios:

o Advisory Foreign Fixed Income Portfolio
o Advisory Foreign Fixed Income II Portfolio
o Advisory Mortgage Portfolio
o Balanced Portfolio
o Core Plus Fixed Income Portfolio
o Equity Portfolio
o Investment Grade Fixed Income Portfolio
o High Yield Portfolio
o Intermediate Duration Portfolio
o International Fixed Income Portfolio
o Limited Duration Portfolio
o Mid-Cap Growth Portfolio
o Municipal Portfolio
o U.S. Core Fixed Income Portfolio
o U.S. Small-Cap Value Portfolio
o U.S. Mid-Cap Value Portfolio
o Value Portfolio

Inactive Portfolios:

o Balanced Plus Portfolio
o Growth Portfolio
o New York Municipal Portfolio
o Targeted Duration Portfolio
o Value II Portfolio

3. The Universal Institutional Funds, Inc. ("Universal Funds")

Active Portfolios:

o Core Plus Fixed Income Portfolio
o Emerging Markets Debt Portfolio
o Emerging Markets Equity Portfolio
o Equity and Income Portfolio
o Equity Growth Portfolio
o Global Franchise Portfolio
o Global Value Equity Portfolio
o High Yield Portfolio
o International Magnum Portfolio
o Mid-Cap Growth Portfolio
o Money Market Portfolio
o Small Company Growth Portfolio
o Technology Portfolio
o U.S. Mid-Cap Core Portfolio
o U.S. Real Estate Portfolio
o Value Portfolio

B-9

Inactive Portfolios:

o Asian Equity Portfolio
o Balanced Portfolio
o Capital Preservation Portfolio
o Core Equity Portfolio
o International Fixed Income Portfolio
o Investment Grade Fixed Income Portfolio
o Latin American Portfolio
o Multi-Asset Class Portfolio
o Targeted Duration Portfolio

4. Morgan Stanley Institutional Liquidity Funds ("Liquidity Funds")

Active Portfolios:

o Money Market Portfolio
o Prime Portfolio
o Tax-Exempt Portfolio

Inactive Portfolios:

o Government Portfolio
o Government Securities Portfolio
o Treasury Portfolio
o Treasury Securities Portfolio

CLOSED-END INSTITUTIONAL FUNDS

5. Morgan Stanley Asia-Pacific Fund, Inc. ("Asia-Pacific Fund")
6. Morgan Stanley Eastern Europe Fund, Inc. ("Eastern Europe")
7. Morgan Stanley Emerging Markets Debt Fund, Inc. ("Emerging Markets Debt")
8. Morgan Stanley Emerging Markets Fund, Inc. ("Emerging Markets Fund")
9. Morgan Stanley Global Opportunity Bond Fund, Inc. ("Global Opportunity")
10. Morgan Stanley High Yield Fund, Inc. ("High Yield Fund")
11. The Latin American Discovery Fund, Inc. ("Latin American Discovery")
12 The Malaysia Fund, Inc. ("Malaysia Fund")
13. The Thai Fund, Inc. ("Thai Fund")
14. The Turkish Investment Fund, Inc. ("Turkish Investment")

CLOSED-END HEDGE FUND

15. Morgan Stanley Institutional Fund of Hedge Funds ("Fund of Hedge Funds")

B-10

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS
WHICH CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS
A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE
STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE
IT AT HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO
TO WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INSURED MUNICIPAL TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Stefanie V. Chang Yu, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of the
above mentioned fund on October 26, 2004 at 9:00 a.m., New York City time, and
at any adjournment thereof, on the proposal set forth in the Notice of Annual
Meeting dated September 14, 2004 as follows:

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
-----------------------------------------------------
CONTROL NUMBER: 999 99999 999 999
-----------------------------------------------------

NOTE: Please sign exactly as your name appears on this
proxy card. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, please sign in full
corporate name and indicate the signer's office. If a
partner, sign in the partnership name.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 14430_MSC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Edwin J. Garn 02. Michael E. Nugent [ ] [ ] [ ]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided:

----------------------------------------

14430_MSCa

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT
AT HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INSURED MUNICIPAL BOND TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
----------------------------------------------------
CONTROL NUMBER: 999 99999 999 999
----------------------------------------------------

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 14430_MSC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Michael Bozic 02. James F. Higgins [ ] [ ] [ ]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided:

----------------------------------------

14430_MSCb

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
---------------------------------------------------
CONTROL NUMBER: 999 99999 999 999
---------------------------------------------------

NOTE: Please sign exactly as your name appears on
this proxy card. All joint owners should sign. When
signing as executor, administrator, attorney,
trustee or guardian or as custodian for a minor,
please give full title as such. If a corporation,
please sign in full corporate name and indicate the
signer's office. If a partner, sign in the
partnership name.

---------------------------------------------------
Signature

---------------------------------------------------
Signature (if held jointly)

---------------------------------------------------
Date 14430_MSC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Michael Bozic 02. James F. Higgins [ ] [ ] [ ]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided:

----------------------------------------

14430_MSCb

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT
AT HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

NOTE: Please sign exactly as your name appears on
this proxy card. All joint owners should sign. When
signing as executor, administrator, attorney,
trustee or guardian or as custodian for a minor,
please give full title as such. If a corporation,
please sign in full corporate name and indicate the
signer's office. If a partner, sign in the
partnership name.

---------------------------------------------------
Signature

---------------------------------------------------
Signature (if held jointly)

---------------------------------------------------
Date 14430_MSC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Michael Bozic 02. James F. Higgins [ ] [ ] [ ]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided:

----------------------------------------

14430_MSCb

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT
AT HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

NOTE: Please sign exactly as your name appears on
this proxy card. All joint owners should sign. When
signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give
full title as such. If a corporation, please sign in
full corporate name and indicate the signer's office.
If a partner, sign in the partnership name.

----------------------------------------------------
Signature

----------------------------------------------------
Signature (if held jointly)

----------------------------------------------------
Date 14430_MSC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Edwin J. Garn 02. Michael E. Nugent [ ] [ ] [ ]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided:

----------------------------------------

14430_MSCa

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT
AT HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 26, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
---------------------------------------------------
CONTROL NUMBER: 999 99999 999 999

NOTE: Please sign exactly as your name appears on
this proxy card. All joint owners should sign. When
signing as executor, administrator, attorney,
trustee or guardian or as custodian for a minor,
please give full title as such. If a corporation,
please sign in full corporate name and indicate the
signer's office. If a partner, sign in the
partnership name.

---------------------------------------------------
Signature

---------------------------------------------------
Signature (if held jointly)

---------------------------------------------------
Date 14430_MSC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).

PLEASE MARK VOTES AS IN THIS EXAMPLE: [ ]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Edwin J. Garn 02. Michael E. Nugent [ ] [ ] [ ]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided:

----------------------------------------

14430_MSCa

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY