-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WC4HmGcOiV6qgts3FY4w4Je7gCeFW36CYpHPdaaWigCUsL9Zz4z1HhKu9KPh8Nqu 70pKz+T9b789vn1oS3ZYDA== 0000950136-05-002805.txt : 20050513 0000950136-05-002805.hdr.sgml : 20050513 20050513165756 ACCESSION NUMBER: 0000950136-05-002805 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050621 FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050513 EFFECTIVENESS DATE: 20050513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II CENTRAL INDEX KEY: 0000847593 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05793 FILM NUMBER: 05830167 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBOSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: (212) 869-6397 FORMER COMPANY: FORMER CONFORMED NAME: MSDW MUNICIPAL INCOME OPPORTUNITIES TRUST II DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL INCOME OPPORTUNITIES TRUST II DATE OF NAME CHANGE: 19930510 FORMER COMPANY: FORMER CONFORMED NAME: ALLSTATE MUNICIPAL INCOME OPPORTUNITIES TRUST II DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SEC CENTRAL INDEX KEY: 0000913342 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07111 FILM NUMBER: 05830165 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: (212) 869-6397 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SEC DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES TRUST DATE OF NAME CHANGE: 19950410 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL CALIFORNIA INSURED MUNICIPAL SECURITIES DATE OF NAME CHANGE: 19931013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSURED MUNICIPAL SECURITIES CENTRAL INDEX KEY: 0000913345 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07109 FILM NUMBER: 05830166 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: (212) 869-6397 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY INSURED MUNICIPAL SECURITIES DATE OF NAME CHANGE: 20011220 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL INSURED MUNICIPAL SECURITIES TRUST DATE OF NAME CHANGE: 19950410 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 Municipal Income Opportunities Trust II
Morgan Stanley Insured Municipal Securities
Morgan Stanley Insured California Municipal Securities

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

Debra Rubano
- --------------------------------------------------------------------------------
(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 datez of its filing.

1) Amount Previously paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II
MORGAN STANLEY INSURED MUNICIPAL SECURITIES
MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

TO BE HELD JUNE 21, 2005

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY MUNICIPAL
INCOME OPPORTUNITIES TRUST II, MORGAN STANLEY INSURED MUNICIPAL SECURITIES and
MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES (individually, a "Fund"
and, collectively, the "Funds"), unincorporated business trusts organized under
the laws of the Commonwealth of Massachusetts, will be held jointly in the
Auditorium, 3rd Floor, at 1221 Avenue of the Americas, New York, New York
10020, on June 21, 2005 at 10:30 a.m. New York City time, for the following
purposes:

1. For MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II, to
elect two Trustees to serve until the year 2008 Annual Meeting of the Fund;
or until their successors shall have been elected and qualified; and for
MORGAN STANLEY INSURED MUNICIPAL SECURITIES and MORGAN STANLEY INSURED
CALIFORNIA MUNICIPAL SECURITIES, to elect three Trustees to serve until the
year 2008 Annual Meeting of each Fund; 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.

Shareholders of record of each Fund as of the close of business on April
28, 2005 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 Joint 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 Fund, 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 Fund'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

May 12, 2005
New York, New York

- -------------------------------------------------------------------------------
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 MEETINGS. 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.
- -------------------------------------------------------------------------------

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II
MORGAN STANLEY INSURED MUNICIPAL SECURITIES
MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES
1221 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020

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

ANNUAL MEETINGS OF SHAREHOLDERS

JUNE 21, 2005

This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Boards of Trustees (the "Board(s)") of MORGAN
STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II ("OIB"), MORGAN STANLEY INSURED
MUNICIPAL SECURITIES ("IMS") and MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL
SECURITIES ("ICS") (individually, a "Fund" and, collectively, the "Funds") for
use at the Annual Meetings of Shareholders of the Funds to be held jointly on
June 21, 2005 (the "Meeting(s)"), and at any adjournments thereof. The first
mailing of this Joint Proxy Statement is expected to be made on or about May
13, 2005.

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 Fund ("Shareholders")
will be voted for each of the nominees for election as Trustee to be elected by
Shareholders of that Fund, with respect to that Fund 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 Funds, execution and delivery of a later dated proxy to
the Secretary of the Funds (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 Fund as of the close of business on April
28, 2005, 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. On the
Record Date, there were 16,782,817 shares of beneficial interest of OIB,
7,119,283 shares of beneficial interest of IMS and 3,663,982 shares of
beneficial interest of ICS outstanding, all with $0.01 par value. No person was
known to own as much as 5% of the outstanding shares of any of the Funds on
that date. The percentage ownership of shares of each Fund changes from time to
time depending on purchases and sales by Shareholders and the total number of
shares outstanding.

The cost of soliciting proxies for the Meeting of each Fund, consisting
principally of printing and mailing expenses, will be borne by each respective
Fund. The solicitation of proxies will be by mail, which may be supplemented by
solicitation by mail, telephone or otherwise through Trustees, officers of the
Funds, or officers and regular employees of Morgan Stanley Investment Advisors
Inc. ("Morgan Stanley Investment Advisors" or the "Investment Adviser"), Morgan
Stanley Trust ("Transfer Agent"), Morgan Stanley Services Company Inc. ("Morgan
Stanley Services" or the "Administrator") and/or Morgan Stanley DW Inc.
("Morgan Stanley DW"), without special compensation therefor. In addition, each
Fund may employ Alamo Direct Mail Services

Inc. ("Alamo") to make telephone calls to Shareholders to remind them to vote.
The Fund 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 Fund 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 Joint Proxy Statement. To vote by touchtone
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 touchtone telephone or by Internet, Shareholders will
need the number that appears on the proxy card in the shaded box.

In certain instances, the Transfer Agent, 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 Funds 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 Joint 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 telephonic 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 Fund.

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 Fund and, because Shareholders may
own shares of more than one Fund, to potentially avoid burdening Shareholders
with more than one proxy statement. Shares of a Fund are entitled to one vote
each at the respective Fund's Meeting. To the extent information relating to
common ownership is available to the Funds, a Shareholder that owns record
shares in two or more of the Funds will receive a package containing a Joint
Proxy Statement and proxy cards for the Funds in which such Shareholder is a
record owner. If the information relating to common ownership is not available
to the Funds, a Shareholder that beneficially owns shares in two or more Funds
may receive two or more packages each containing a Joint Proxy Statement and a
proxy card for each Fund in which such Shareholder is a beneficial owner. If
the proposed election of Trustees is approved by Shareholders of one Fund and
disapproved by Shareholders of other Funds, the proposal will be implemented
for the Fund that approved the proposal and will not be implemented for any
Fund that did not approve the proposal. Thus, it is essential that Shareholders
complete, date, sign and return each enclosed proxy card or vote by touchtone
telephone or Internet as indicated in each Fund's proxy card.

Only one copy of this Joint 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 Joint Proxy Statement to a
Shareholder at a shared address to which a single copy of this Joint Proxy
Statement was delivered. 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 (800) 869-NEWS
(toll-free).

(1) ELECTION OF TRUSTEES FOR EACH FUND

The number of Trustees of each Fund has been fixed by the Trustees,
pursuant to each Fund's Declaration of Trust, at nine. There are presently nine
Trustees for each Fund. At the Meetings, the following nominees are to be
elected to each Fund's Board of Trustees to serve for the following terms, in
accordance with each Fund's Declaration of Trust, as set forth below:

OIB -- IMS, ICS --
Until the year 2008 Annual Meeting Until the year 2008 Annual Meeting
- ------------------------------------ -----------------------------------
Edwin J. Garn Michael Bozic
Michael E. Nugent Charles A. Fiumefreddo
James F. Higgins

Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, 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 Funds, as that term is defined in the Investment Company Act of 1940, as
amended (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
Funds 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 previously been elected by the Shareholders of the
Funds.

The nominees of the Board for election as Trustee of each Fund 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 OIB--
Edwin J. Garn and Michael E. Nugent; for IMS and ICS-- 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 as the Boards may
recommend or, in the case of an Independent Trustee nominee, as the Independent
Trustees of each Fund may recommend. All of the nominees have consented to
being named in this Joint Proxy Statement and to serve if elected. The Funds
know of no reason why any of the said nominees would be unable or unwilling to
accept nomination or election. With respect to each Fund, the election of the
nominees listed above to be elected by all Shareholders requires the approval
of a majority of the shares of the Fund represented and entitled to vote at the
Meeting.

Pursuant to the provisions of the Declaration of Trust of each Fund, 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 Fund previously determined that any nominee for election
as Trustee for each Fund 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. Each 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. 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 OIB and the
Trustees in Class I for IMS and ICS are standing for election and will, if
elected, serve until the year 2008 Annual Meetings for each Fund as set forth
above, or, in each case, until their successors shall have been elected and
qualified.

The Board of each Fund consists of nine trustees. These same individuals
also serve as trustees for all of the funds advised by the Investment Adviser
(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 December
31, 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 Funds, 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 Adviser and
any funds that have an investment adviser that is an affiliated person of the
Investment Adviser (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 FUNDS SERVED
- ----------------------------- ------------- --------------

Michael Bozic (64) Trustee Since
c/o Kramer Levin April 1994
Naftalis & Frankel LLP
Counsel to the
Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

Edwin J. Garn (72) Trustee Since
1031 N. Chartwell Court January 1993
Salt Lake City, UT 84103 (OIB); Since
Inception
(IMS and
ICS)

Wayne E. Hedien (71) Trustee Since
c/o Kramer Levin September
Naftalis & Frankel LLP 1997
Counsel to the
Independent Trustees
1177 Avenue of the Americas
New York, NY 10036

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 (64) Private investor; Director or Trustee 197 Director of various
c/o Kramer Levin of the Retail Funds (since April 1994) business organizations.
Naftalis & Frankel LLP and the Institutional Funds (since
Counsel to the July 2003); formerly Vice Chairman of
Independent Trustees Kmart Corporation
1177 Avenue of the Americas (December 1998-October 2000),
New York, NY 10036 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 (72) Consultant; Director or Trustee of the 197 Director of Franklin
1031 N. Chartwell Court Retail Funds (since January 1993) and Covey (time management
Salt Lake City, UT 84103 the Institutional Funds (since systems), BMW Bank of
July 2003); member of the Utah North America, Inc.
Regional Advisory Board of Pacific (industrial loan
Corp.; formerly Managing Director of corporation, Escrow Bank
Summit Ventures LLC (2000-2004); (industrial loan
United States Senator (R-Utah) corporation)), United
(1974-1992) and Chairman, Senate Space Alliance (joint
Banking Committee (1980-1986), venture between Lockheed
Mayor of Salt Lake City, Utah Martin and the Boeing
(1971-1974), Astronaut, Space Shuttle Company) and Nuskin
Discovery (April 12-19, 1985), and Asia Pacific (multilevel
Vice Chairman, Huntsman marketing); member of the
Corporation (chemical company). board of various civic and
charitable organizations.

Wayne E. Hedien (71) Retired; Director or Trustee of the 197 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
1177 Avenue of the Americas most recently as Chairman of Museum of Natural
New York, NY 10036 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).

- ----------
* 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
MANAGEMENT TRUSTEE THE FUNDS SERVED
- ----------------------------- ------------- --------------

Dr. Manuel H. Johnson (56) Trustee Since July
c/o Johnson Smick 1991 (OIB);
Group Inc. Since
888 16th Street, N.W. Inception of
Suite 740 the Fund
Washington, D.C. 20006 (IMS and
ICS)

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

Michael E. Nugent (69) Trustee Since July
c/o Triumph Capital, L.P. 1991 (OIB);
445 Park Avenue Since
New York, NY 10022 Inception of
the Fund
(IMS and
ICS)

Fergus Reid (71) Trustee Since
c/o Lumelite Plastics July 2003
Corporation
85 Charles Colman Blvd.
Pawling, NY 12564

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

Dr. Manuel H. Johnson (56) Senior Partner, Johnson Smick 197 Director of NVR, Inc.
c/o Johnson Smick International, Inc., a consulting firm; (home construction);
Group Inc. Chairman of the Audit Committee Director of KFX Energy;
888 16th Street, N.W. and Director or Trustee of the Retail Director of RBS
Suite 740 Funds (since July 1991) and the Greenwich Capital
Washington, D.C. 20006 Institutional Funds (since July 2003); Holdings (financial holding
Co-Chairman and a founder of the company).
Group of Seven Council (G7C), an
international economic commission;
formerly Vice Chairman of the Board
of Governors of the Federal Reserve
System and Assistant Secretary of the
U.S. Treasury.

Joseph J. Kearns (62) President, Kearns & Associates LLC 198 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 (69) General Partner of Triumph Capital, 197 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 10022 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 198 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 12564 July 2003) and the Institutional Funds managed by J.P. Morgan
(since June 1992). Investment Management
Inc.

INTERESTED TRUSTEES

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

Charles A. Fiumefreddo (72) Chairman of Since July
c/o Morgan Stanley Trust the Board 1991 (OIB);
Harborside Financial Center, and Trustee Since
Plaza Two, Inception
Jersey City, NJ 07311 (IMS and
ICS)

James F. Higgins (57) Trustee Since June
c/o Morgan Stanley Trust 2000
Harborside Financial Center,
Plaza Two,
Jersey City, NJ 07311

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 (72) Chairman and Director or Trustee of 197 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 07311 Officer of the Retail Funds (until
September 2002).

James F. Higgins (57) Director or Trustee of the Retail 197 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 07311 (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).

OFFICERS OF THE FUNDS

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

Mitchell M. Merin (51) President Since May 1999
1221 Avenue of the Americas
New York, NY 10020

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

Barry Fink (50) Vice President Since February 1997
1221 Avenue of the Americas
New York, NY 10020

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 10020 Executive Officer of the Investment Adviser 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 Morgan
Stanley Investments LP (since February 2003); 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.

Ronald E. Robison (65) Principal Executive Officer of Funds in the Fund complex
1221 Avenue of the Americas (since May 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
Adviser and Morgan Stanley Services; 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 Adviser 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).

Barry Fink (50) General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment
New York, NY 10020 Management; Managing Director (since December 2000),
Secretary (since February 1997) and Director (since
July 1998) of the Investment Adviser 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; Vice President and Secretary
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 Adviser and Morgan Stanley
Services (February 1997-December 2001).

- ----------
* 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 FUNDS TIME SERVED
- ------------------------------ ----------------- -------------------------

Amy R. Doberman (43) Vice President Since July 2004
1221 Avenue of the Americas
New York, NY 10020

Carsten Otto (41) Chief Since October
1221 Avenue of the Americas Compliance 2004
New York, NY 10020 Officer

Stefanie V. Chang (38) Vice President Since July 2003
1221 Avenue of the Americas
New York, NY 10020

Francis J. Smith (39) 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 07311

Thomas F. Caloia (59) Vice President Since July 2003
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ 07311

Mary E. Mullin (38) Secretary Since July 2003
1221 Avenue of the Americas
New York, NY 10020

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

Amy R. Doberman (43) Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas Management; Managing Director of Morgan Stanley
New York, NY 10020 Investment Management Inc. and the Investment Adviser,
Vice President of the Institutional and Retail Funds (since
July 2004); Vice President of the Van Kampen Funds (since
August 2004); 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).

Carsten Otto (41) Executive Director and U.S. Director of Compliance for
1221 Avenue of the Americas Morgan Stanley Investment Management (since October
New York, NY 10020 2004); Executive Director of the Investment Adviser and
Morgan Stanley Investment Management Inc.; formerly
Assistant Secretary and Assistant General Counsel of the
Morgan Stanley Retail Funds.

Stefanie V. Chang (38) Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the
New York, NY 10020 Investment Adviser; 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 (39) Executive Director of the Investment Adviser 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 Adviser and Morgan
Jersey City, NJ 07311 Stanley Services (August 2000-November 2001) and Senior
Manager at PricewaterhouseCoopers LLP (January 1998-
August 2000).

Thomas F. Caloia (59) Executive Director (since December 2002) and Assistant
c/o Morgan Stanley Trust Treasurer of the Investment Adviser, the Distributor and
Harborside Financial Center, Morgan Stanley Services; previously Treasurer of the Retail
Plaza Two, Funds (April 1989-July 2003); formerly First Vice President
Jersey City, NJ 07311 of the Investment Adviser, the Distributor and Morgan
Stanley Services.

Mary E. Mullin (38) Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the
New York, NY 10020 Investment Adviser; 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 Trustee in the Funds and in the Family of Investment Companies (Family
of Investment Companies includes all of the registered investment companies
advised by the Investment Adviser, Morgan Stanley Investment Management Inc.
and Morgan Stanley AIP GP LP) for the calendar year ended December 31, 2004 is
shown below.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS BY TRUSTEE IN FAMILY OF INVESTMENT
NAME OF TRUSTEE (AS OF DECEMBER 31, 2004) COMPANIES (AS OF DECEMBER 31, 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, 2004, Messrs. Kearns and Reid had deferred a total of
$584,856 and $667,002, 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 adviser or
principal underwriter of the Funds, or a person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with an investment adviser or principal underwriter of the
Funds.

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 Fund 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 Funds'
independent registered public accounting firm; directing investigations into
matters within the scope of the independent registered public accounting firm's
duties, including the power to retain outside specialists;

reviewing with the independent registered public acounting 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 Fund's
system of internal controls; and preparing and submitting Committee meeting
minutes to the full Board.

The members of the Audit Committee of each Fund 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 Funds' Audit
Committees is an "interested person," as defined under the 1940 Act, of any of
the Funds (with such disinterested Trustees being "Independent Trustees" or
individually, "Independent Trustee"). Each Independent Trustee is also
"independent" from each Fund under the listing standards of the New York Stock
Exchange, Inc. (NYSE). The current Chairman of the Audit Committee of each of
the Funds is Dr. Manuel H. Johnson. The current Deputy Chairman of the Audit
Committee of each of the Funds is Mr. Joseph J. Kearns. The Board of Trustees
for each Fund 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 Joint Proxy Statement as Appendix A.

The Board of Trustees of each Fund also has a Governance Committee. The
Governance Committee identifies individuals qualified to serve as Independent
Trustees on each Fund's Board and on committees of such Board and recommends
such qualified individuals for nomination by the Fund's Independent Trustees as
candidates for election as Independent Trustees, advises each Fund's Board with
respect to Board composition, procedures and committees, develops and
recommends to each Fund's Board a set of corporate governance principles
applicable to the Funds, monitors and makes recommendations on corporate
governance matters and policies and procedures of the Fund's Board of Trustees
and any Board committees and oversees periodic evaluations of the Fund's Board
and its committees. The members of the Governance Committee of each Fund are
currently Michael Bozic, Edwin J. Garn and Fergus Reid, each of whom is an
Independent Trustee. The current Chairman of the Governance Committee is Fergus
Reid. The Board of Trustees for each Fund has adopted a formal written charter
for the Governance Committee which sets forth the Governance Committee's
responsibilities. A copy of the Governance Committee Charter is attached to
this Joint Proxy Statement as Appendix B.

The Funds do not have a separate nominating committee. While each Fund's
Governance Committee recommends qualified candidates for nominations as
Independent Trustees, the Board of Trustees of each Fund 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
Funds participates in the election and nomination of candidates for election as
Independent Trustees for the respective Funds for which the Independent Trustee
serves. Persons recommended by each Fund'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 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 NYSE. While the Independent
Trustees of each of the Funds expect to be able to continue to identify from
their own resources an ample number of qualified candidates for each Fund'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 under "Shareholder
Communications."

Finally, the Boards have formed an Insurance Committee to review and
monitor the insurance coverage maintained by the Funds. The Insurance Committee
currently consists of Messrs. Nugent, Fiumefreddo and Hedien. Messrs. Nugent
and Hedien are Independent Trustees. The current Chairman of the Insurance
Committee is Mr. Michael E. Nugent.

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 Fund during its most recent fiscal year. For the
2004 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 FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- -------------- ---------- ---------- ------------- ----------- ----------- -----------

OIB .......... 02/28/05 24 4 10 7 3
IMS .......... 10/31/04 29 4 9 6 2
ICS .......... 10/31/04 29 4 9 6 2

For annual or special shareholder meetings, Trustees may but are not
required to attend the meetings; and for each Fund's last annual shareholder
meeting, no Trustees attended the meeting.

AUDIT COMMITTEE REPORT

At a meeting held on February 22, 2005 (OIB) and a meeting held on October
28, 2004 (IMS and ICS), the Board of Trustees of each Fund, including a
majority of the Trustees who are not "interested persons" of the Fund, as
defined under the 1940 Act, acting on the recommendation of the Audit Committee
of each Fund, selected Deloitte & Touche LLP to act as the independent
registered public accounting firm for each Fund for the fiscal year ended
February 28, 2006 (OIB) and October 31, 2005 (IMS and ICS).

The Audit Committee of each Fund has reviewed and discussed the financial
statements of each Fund with management as well as with Deloitte & Touche LLP,
the independent registered public accounting firm for each Fund. In the course
of its discussions, the Audit Committee also discussed with Deloitte & Touche
LLP any relevant matters required to be discussed under the Statement on
Auditing Standards No. 61. Based on this review, the Audit Committee
recommended to the Board of Trustees of each Fund that each Fund's audited
financial statements be included in each Fund'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

Representatives from Deloitte & Touche LLP are expected to be present at
the Meetings. Shareholders will have the opportunity to make a statement if
they desire to do so and the representatives from Deloitte & Touche LLP are
expected to be available to respond to appropriate questions.

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

The Independent Trustees and the Funds' 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 fund's 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
Fund's Board of Trustees. Shareholders should send communications intended for
each Fund'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 Fund's office or directly to such Board
member(s) at the address specified for each trustee previously noted. Other
shareholder communications received by a Fund not directly addressed and sent
to the Fund's Board will be reviewed and generally responded to by management,
and will be forwarded to the Board only at 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 new 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 Joint Proxy Statement, each Trustee is in compliance with the
policy. As of March 31, 2005, 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 $32.1 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 Fund owned by the respective Fund's officers and Trustees as a group
was less than one percent of each Fund's outstanding shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that each
Fund's executive officers and Trustees, and beneficial owners of more than 10%
of its shares, make certain filings on a timely basis under

Section 16(a) of the Exchange Act. Based solely on each Fund's review of copies
of such reports of ownership furnished to the Funds, the Funds believe that
during the past fiscal year all of its officers, Trustees and greater than 10%
beneficial holders complied with all applicable filing requirements.

COMPENSATION OF INDEPENDENT TRUSTEES

Each Independent Trustee receives an annual retainer fee of $168,000 for
serving the Retail Funds and Institutional Funds. In addition, each Independent
Trustee receives $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 Funds. The Chairman of the Audit Committee receives an
additional annual retainer fee of $60,000. Other Committee Chairmen and the
Deputy Chairman of the Audit Committee receive an additional annual retainer
fee of $30,000. The aggregate compensation paid to each Independent Trustee is
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. 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 Funds also reimburse such Trustees for travel and other out-of-pocket
expenses incurred by them in connection with attending such meetings. Trustees
and officers of the Funds who are or have been employed by the Investment
Adviser or an affiliated company receive no compensation or expense
reimbursement from the Funds for their services as Trustee.

Effective April 1, 2004, the Funds began a 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 Boards 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 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
Funds.

Prior to April 1, 2004, the Institutional Funds maintained a similar
unfunded 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 Boards of Trustees throughout the year. The
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 Plan (except for amounts paid
during the calendar year 2004 which remain subject to the terms of the Prior DC
Plan).

The following tables illustrate the compensation that the Funds paid to
its Trustees for the fiscal year ended February 28, 2005 (OIB) and October 31,
2004 (IMS and ICS).

FUND COMPENSATION

NUMBER OF PORTFOLIOS TOTAL COMPENSATION
IN THE FUND COMPLEX FROM THE FUND
FROM WHICH THE TRUSTEE COMPLEX PAYABLE
NAME OF TRUSTEE OIB IMS ICS RECEIVED COMPENSATION TO TRUSTEES(5)
- ------------------------------------ ------- ------- ------ ------------------------ -------------------

Michael Bozic(1)(3) ................ $174 $137 $ 69 197 $178,000
Charles A. Fiumefreddo*(2) ......... 372 293 147 197 360,000
Edwin J. Garn(1)(3) ................ 174 137 69 197 178,000
Wayne E. Hedien(1)(2) .............. 174 137 69 197 178,000
James F. Higgins* .................. 0 0 0 197 0
Dr. Manuel H. Johnson(1) ........... 235 186 93 197 238,000
Joseph J. Kearns(1)(4) ............. 211 164 82 198 211,000
Michael E. Nugent(1)(2) ............ 205 161 81 197 208,000
Fergus Reid(1)(3) .................. 205 161 81 198 213,000

- ----------
* Messrs. Fiumefreddo and Higgins are deemed to be "interested persons" of
the Funds 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.

(4) Includes amounts deferred at the election of the Trustee under the DC
Plan.

(5) 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.

The following table shows aggregate compensation paid to each of the
Funds' Trustees by the Fund Complex (which includes all of the Retail and
Institutional Funds) for the calendar year ended December 31, 2004.

Prior to December 31, 2003, 49 of the Retail Funds (the "Adopting Funds"),
including OIB and IMS, 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 Director 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 table illustrates the retirement benefits accrued to the
Funds' Independent Trustees, by OIB and IMS for their last fiscal year and the
Adopting Funds for the calendar year ended December 31, 2004, and the estimated
retirement benefits for the Independent Trustees, from OIB and IMS for their
last fiscal year and from the Adopting Funds for each calendar year following
retirement. Messrs. Kearns and Reid did not participate in the retirement
program.

RETIREMENT BENEFITS ACCRUED AS FUND
EXPENSES
------------------------------------
BY BY BY ALL
NAME OF INDEPENDENT TRUSTEE OIB IMS ADOPTING FUNDS
- ------------------------------- ------- -------- ---------------
Michael Bozic ................. $422 $ 498 $19,437
Edwin J. Garn ................. 470 1,020 28,779
Wayne E. Hedien ............... 827 815 37,860
Dr. Manuel H. Johnson ......... 410 477 19,701
Michael E. Nugent ............. 739 1,001 35,471

ESTIMATED ANNUAL BENEFITS UPON
RETIREMENT(1)
-------------------------------------
FROM FROM FROM ALL
NAME OF INDEPENDENT TRUSTEE OIB IMS ADOPTING FUNDS
- ------------------------------- -------- -------- ---------------
Michael Bozic ................. $ 997 $ 997 $46,871
Edwin J. Garn ................. 984 990 46,917
Wayne E. Hedien ............... 849 843 40,020
Dr. Manuel H. Johnson ......... 1,451 1,451 68,630
Michael E. Nugent ............. 1,299 1,299 61,377

- ----------
(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.

In addition, Messrs. Bozic, Garn, Hedien, Johnson and Nugent received a
lump sum benefit from the liquidation of a fund in the Plan in 2004 in the
amount of $3,639, $6,935, $5,361, $2,915 and $6,951, respectively.

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

THE INVESTMENT ADVISER

Morgan Stanley Investment Advisors Inc. currently serves as each Fund's
investment adviser pursuant to an investment advisory agreement. Morgan Stanley
Investment Advisors maintains its offices at 1221 Avenue of the Americas, New
York, New York 10020. Morgan Stanley Investment Advisors is a wholly-owned
subsidiary of Morgan Stanley, a preeminent global securities 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 Services Company a wholly owned subsidiary of the
Investment Adviser, serves as the Administrator of each Fund pursuant to an
administration agreement. The Investment Adviser and the Administrator 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 the Administrator is that of the
Investment Adviser set forth above.

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 analysis, 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.

FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT FEES

The aggregate fees for professional services billed by Deloitte & Touche
LLP in connection with the annual audit for their respective fiscal years ended
October 31, 2003 and October 31, 2004 (February 29, 2004 and February 28, 2005
for OIB) were $29,000, and $30,000 for OIB, $27,000 and $29,000 for IMS, and
$27,000 and $29,000 for ICS, respectively.

AUDIT-RELATED FEES

The aggregate audit-related fees billed by Deloitte & Touche LLP in
connection with the annual audit of OIB's financial statements for the fiscal
years ended February 28, 2005 and February 29, 2004 or of IMS's or ICS's
financial statements for their respective fiscal years ended October 31, 2004
and 2003 are set forth below.

2005 2004 2003
------ -------- -------

OIB ............................... $452 $ 684 N/A
IMS ............................... N/A 452 $684
ICS ............................... N/A 5,752 684

TAX FEES

The aggregate fees billed by Deloitte & Touche LLP in connection with tax
compliance, tax advice and tax planning for each Fund for the fiscal years
ended October 31, 2003 and 2004 (February 29, 2004 and February 28, 2005 for
OIB) are set forth below, which represent fees paid for the review of the
Federal, state and local tax returns for each Fund.

2005 2004 2003
--------- --------- ---------
OIB .................................. $5,000 $4,000 N/A
IMS .................................. N/A 4,000 $4,000
ICS .................................. N/A 4,000 $4,000

ALL OTHER FEES

There were no fees billed by Deloitte & Touche LLP for any other products
and services not set forth above for each Fund for the respective fiscal years
ended October 31, 2003 and 2004 (February 29, 2004 and February 28, 2005 for
OIB).

AUDIT COMMITTEE PRE-APPROVAL

Each Fund's Audit Committee's policy is to review and pre-approve all
auditing and non-auditing services to be provided to the Fund by the Fund's
independent auditors. The Audit Committee Audit and Non-Audit Pre-Approval
Policy and Procedures requires each Fund'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 auditors. 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, audit-related
and the tax services described above for which Deloitte & Touche LLP billed
each of the Funds' fees for the fiscal year ended October 31, 2004 for IMS and
ICS and for the fiscal year ended February 28, 2005 for OIB were pre-approved
by each Fund's Audit Committee.

AGGREGATE NON-AUDIT FEES BILLED BY THE INVESTMENT ADVISER AND AFFILIATED
ENTITIES

The aggregate fees billed for professional services rendered by Deloitte &
Touche LLP for all other services provided to the Investment Adviser and to any
entities controlling, controlled by or under common control with the Investment
Adviser for the fiscal years ended October 31, 2003 and 2004 for IMS and ICS
amounted to approximately $1.3 million and $5.6 million, respectively, and for
the fiscal years ended February 29, 2004 and February 28, 2005 for OIB amounted
to approximately $4 million for each fiscal year. Such services for the 2003
and 2004 fiscal years for IMS and ICS included: (i) audit-related fees of
approximately $1.1 million and $5 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 $500,000 and $253,000, respectively, related to services such as
performance attestation, operational control reviews and the provision of
educational seminars. Such services for the fiscal years ended February 29,
2004 and February 28, 2005 for OIB included: (1) audit-related fees of
approximately $3.7 million and $3.7 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 $80,000, respectively, related to services such as
performance attestation, operational control reviews and the provision of
educational seminars.

The Audit Committee of each Fund has considered whether the provision of
non-audit services and the provision of services to affiliates of the
Investment Adviser 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 Fund is not obtained at the
Meeting of any Fund, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Fund to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Fund'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-voters" 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 Fund 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 Fund must be received by no later than January
10, 2006 for each Fund 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 FUND'S MOST RECENT ANNUAL REPORT HAS BEEN SENT PREVIOUSLY TO
SHAREHOLDERS AND IS 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 Funds, may
be deemed to have an interest in certain of the proposals described in this
Joint Proxy Statement to the extent that certain of such companies and their
affiliates have contractual and other arrangements, described elsewhere in this
Joint Proxy Statement, pursuant to which they are paid fees by the Funds, and
certain of those individuals are compensated for performing services relating
to the Funds 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 Funds 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 intended that the persons named in the enclosed form
of proxy, or their substitutes, will vote all shares that they are entitled to
vote on or 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 A1-.
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

MORGAN STANLEY
RETAIL AND INSTITUTIONAL FUNDS
AT
MAY 2, 2005

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

OPEN-END RETAIL FUNDS

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

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

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

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

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

12. Morgan Stanley Aggressive Equity Fund
13. Morgan Stanley Allocator Fund
14. Morgan Stanley American Opportunities Fund
15. Morgan Stanley Biotechnology Fund
16. Morgan Stanley Capital Opportunities Trust
17. Morgan Stanley Developing Growth Securities Trust
18. Morgan Stanley Dividend Growth Securities Inc.
19. Morgan Stanley Equally-Weighted S&P 500 Fund
20. Morgan Stanley European Equity Fund Inc.
21. Morgan Stanley Financial Services Trust
22. Morgan Stanley Fund of Funds
o Domestic Portfolio
23. Morgan Stanley Fundamental Value Fund
24. Morgan Stanley Global Advantage Fund
25. Morgan Stanley Global Dividend Growth Securities
26. Morgan Stanley Global Utilities Fund
27. Morgan Stanley Growth Fund
28. Morgan Stanley Health Sciences Trust
29. Morgan Stanley Income Builder Fund
30. Morgan Stanley Information Fund
31. Morgan Stanley International Fund

B-5

32. Morgan Stanley International SmallCap Fund
33. Morgan Stanley International Value Equity Fund
34. Morgan Stanley Japan Fund
35. Morgan Stanley KLD Social Index Fund
36. Morgan Stanley Mid-Cap Value Fund
37. Morgan Stanley Nasdaq-100 Index Fund
38. Morgan Stanley Natural Resource Development Securities Inc.
39. Morgan Stanley Pacific Growth Fund Inc.
40. Morgan Stanley Real Estate Fund
41. Morgan Stanley Small-Mid Special Value Fund
42. Morgan Stanley S&P 500 Index Fund
43. Morgan Stanley Special Growth Fund
44. Morgan Stanley Special Value Fund
45. Morgan Stanley Total Market Index Fund
46. Morgan Stanley Total Return Trust
47. Morgan Stanley Utilities Fund
48. Morgan Stanley Value Fund

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

49. Morgan Stanley Balanced Growth Fund
50. Morgan Stanley Balanced Income Fund

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

51. Morgan Stanley Strategist Fund

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

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

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

61. Morgan Stanley California Tax-Free Income Fund
62. Morgan Stanley Limited Term Municipal Trust
63. Morgan Stanley New York Tax-Free Income Fund
64. Morgan Stanley Tax-Exempt Securities Trust

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

65. Morgan Stanley Select Dimensions Investment Series
o American Opportunities Portfolio
o Balanced Growth Portfolio
o Capital Opportunities Portfolio

B-6

o Developing Growth Portfolio
o Dividend Growth Portfolio
o Equally-Weighted S&P 500 Portfolio
o Flexible Income Portfolio
o Global Equity Portfolio
o Growth Portfolio
o Money Market Portfolio
o Utilities Portfolio

66. Morgan Stanley Variable Investment Series
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

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

67. Morgan Stanley Government Income Trust
68. Morgan Stanley Income Securities Inc.
69. Morgan Stanley Prime Income Trust

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

70. Morgan Stanley California Insured Municipal Income Trust
71. Morgan Stanley California Quality Municipal Securities
72. Morgan Stanley Insured California Municipal Securities
73. Morgan Stanley Insured Municipal Bond Trust
74. Morgan Stanley Insured Municipal Income Trust
75. Morgan Stanley Insured Municipal Securities
76. Morgan Stanley Insured Municipal Trust
77. Morgan Stanley Municipal Income Opportunities Trust
78. Morgan Stanley Municipal Income Opportunities Trust II
79. Morgan Stanley Municipal Income Opportunities Trust III
80. Morgan Stanley Municipal Premium Income Trust
81. Morgan Stanley New York Quality Municipal Securities
82. Morgan Stanley Quality Municipal Income Trust
83. Morgan Stanley Quality Municipal Investment Trust
84. Morgan Stanley Quality Municipal Securities

B-7

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

OPEN-END INSTITUTIONAL FUNDS

1. Morgan Stanley 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 U.S. Real Estate Portfolio
o Value Equity Portfolio

Inactive Portfolios*
o China Growth Portfolio
o Gold Portfolio
o Large Cap Relative Value Portfolio
o MicroCap Portfolio
o Mortgage-Backed Securities Portfolio
o Municipal Bond Portfolio
o U.S. Equity Plus Portfolio

2. Morgan Stanley Institutional Fund Trust

Active Portfolios:

o Advisory Foreign Fixed Income II Portfolio
o Advisory Foreign Fixed Income Portfolio
o Advisory Mortgage Portfolio
o Balanced Portfolio
o Core Plus Fixed Income Portfolio
o Equity Portfolio
o High Yield Portfolio
o Intermediate Duration Portfolio
o International Fixed Income Portfolio
o Investment Grade Fixed Income Portfolio
o Limited Duration Portfolio

- ----------
* Have not commenced or have ceased operations:

B-8

o Mid-Cap Growth Portfolio
o Municipal Portfolio
o U.S. Core Fixed Income Portfolio
o U.S. Mid-Cap Value Portfolio
o U.S. Small-Cap Value Portfolio
o Value Portfolio

Inactive Portfolios*:

o Balanced Plus Portfolio
o Growth Portfolio
o Investment Grade Credit Advisory Portfolio
o Mortgage Advisory Portfolio
o New York Municipal Portfolio
o Targeted Duration Portfolio
o Value II Portfolio

3. The Universal Institutional Funds, Inc.

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 Value Portfolio
o U.S. Real Estate Portfolio
o Value Portfolio

Inactive Portfolios*:

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

- ----------
* Have not commenced or have ceased operations

B-9

4. Morgan Stanley Institutional Liquidity Funds

Active Portfolios:

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

Inactive Portfolios*:

o Government Securities Portfolio
o Treasury Securities Portfolio

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

CLOSED-END FUND OF HEDGE FUNDS
15. Morgan Stanley Institutional Fund of Hedge Funds

IN REGISTRATION

MORGAN STANLEY RETAIL FUNDS
16. Morgan Stanley American Franchise Fund

FUNDS OF HEDGE FUNDS
17. Morgan Stanley Absolute Return Fund
18. Morgan Stanley Institutional Fund of Hedge Funds II

- ----------
* Have not commenced or have ceased operations

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 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 MUNICIPAL INCOME OPPORTUNITIES TRUST II PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Stephanie 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 to be held in the Auditorium, 3rd floor, 1221 Avenue of the
Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time,
and at any adjournment thereof, on the proposal set forth in the Notice of
Annual Meeting dated May 12, 2005 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
--------------------------------------------------
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 15156_MCJ_A

(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: [x]
FOR WITHHOLD FOR ALL
1. Election of two (2) Trustees: 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:

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

15156_MCJ_A

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
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 SECURITIES PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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
---------------------------------------------------
999 99999 999 999
---------------------------------------------------

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

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

---------------------------------------------------
Date 15156_MCJ_B

(Please see reverse side)

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
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 CALIFORNIA MUNICIPAL SECURITIES PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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
---------------------------------------------------
999 99999 999 999
---------------------------------------------------

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

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

---------------------------------------------------
Date 15156_MCJ_C

(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: [ ]
FOR WITHHOLD FOR ALL
1. Election of three (3) Trustees: EXCEPT

01. Michael Bozic 02. Charles A. Fiumefreddo [ ] [ ] [ ]
03. 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:

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

15156_MCJ_B-C

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

-----END PRIVACY-ENHANCED MESSAGE-----