-----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, DVYmW0lie/BmKAiAc5UkIYyhcOUVrhJZusqFS5NoVxiz3qHIBqyKaJNluU9Y64cN yz+uG4gdNlGEcTnRBZ0RvA== 0000950136-05-002953.txt : 20050519 0000950136-05-002953.hdr.sgml : 20050519 20050519170551 ACCESSION NUMBER: 0000950136-05-002953 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050621 FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 EFFECTIVENESS DATE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THAI FUND INC CENTRAL INDEX KEY: 0000822794 IRS NUMBER: 232476394 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05348 FILM NUMBER: 05845572 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: P O BOX 2798 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: P O BOX 2798 CITY: NEW YORK STATE: NY ZIP: 10020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALAYSIA FUND INC CENTRAL INDEX KEY: 0000811797 IRS NUMBER: 232451533 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05082 FILM NUMBER: 05845573 BUSINESS ADDRESS: STREET 1: C/O MUTUAL FUNDS SERVICE CO STREET 2: P O BOX 2798 CITY: BOSTON STATE: MA ZIP: 02208-2798 BUSINESS PHONE: 6145578748 MAIL ADDRESS: STREET 1: C/O MUTUAL FUNDS SERVICE CO STREET 2: P O BOX 2798 CITY: BOSTON STATE: MA ZIP: 02208-2798 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER ASIA PACIFIC FUND INC CENTRAL INDEX KEY: 0000919808 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08388 FILM NUMBER: 05845575 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: MORGAN STANLEY ASIA PACIFIC FUND STREET 2: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY ASIA PACIFIC FUND INC DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY ASIA INVESTMENT FUND INC DATE OF NAME CHANGE: 19940316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND INC CENTRAL INDEX KEY: 0000878929 IRS NUMBER: 133628050 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06403 FILM NUMBER: 05845579 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY EMERGING MARKETS FUND INC DATE OF NAME CHANGE: 19920901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND INC CENTRAL INDEX KEY: 0000904112 IRS NUMBER: 133713706 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07694 FILM NUMBER: 05845580 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERIAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY EMERGING MARKETS DEBT FUND INC DATE OF NAME CHANGE: 19930714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND INC CENTRAL INDEX KEY: 0000921187 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08460 FILM NUMBER: 05845578 BUSINESS ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122967100 MAIL ADDRESS: STREET 1: 73 TREMONT ST 8TH FL STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND INC DATE OF NAME CHANGE: 19940420 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY REAL YIELD DEBT FUND INC DATE OF NAME CHANGE: 19940404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND INC CENTRAL INDEX KEY: 0000918686 IRS NUMBER: 133756741 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08346 FILM NUMBER: 05845581 BUSINESS ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122967100 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY RUSSIA & NEW EUROPE FUND INC DATE OF NAME CHANGE: 19960720 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY EUROPEAN EMERGING MARKETS FUND INC DATE OF NAME CHANGE: 19940207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TURKISH INVESTMENT FUND INC CENTRAL INDEX KEY: 0000856218 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05921 FILM NUMBER: 05845571 BUSINESS ADDRESS: STREET 1: 73 TREMONT STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108-3913 BUSINESS PHONE: 6175578732 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER HIGH YIELD FUND INC CENTRAL INDEX KEY: 0000912734 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08044 FILM NUMBER: 05845577 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUES OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY HIGH YIELD FUND INC DATE OF NAME CHANGE: 19930928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICAN DISCOVERY FUND INC CENTRAL INDEX KEY: 0000884461 IRS NUMBER: 521774878 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06574 FILM NUMBER: 05845574 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 02108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER INDIA INVESTMENT CENTRAL INDEX KEY: 0000916618 IRS NUMBER: 132838811 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08238 FILM NUMBER: 05845576 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: BOSTON STATE: MA ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY INDIA INVESTMENT FUND INC DATE OF NAME CHANGE: 19940127 FORMER COMPANY: FORMER CONFORMED NAME: INDIA INVESTMENT FUND INC DATE OF NAME CHANGE: 19931228 DEF 14A 1 file001.htm DEFINITIVE PROXY



                                                                 CC US LLP DRAFT
                                                                      05/12/2005


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

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                      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
[ ]    Confidential, For Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
[X]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[ ]    Soliciting Material Pursuant to ss. 240.14a-12

                     MORGAN STANLEY ASIA-PACIFIC FUND, INC.
                    MORGAN STANLEY EASTERN EUROPE FUND, INC.
                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
                   MORGAN STANLEY EMERGING MARKETS FUND, INC.
                MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.
                      MORGAN STANLEY HIGH YIELD FUND, INC.
                   MORGAN STANLEY INDIA INVESTMENT FUND, INC.
                     THE LATIN AMERICAN DISCOVERY FUND, INC.
                             THE MALAYSIA FUND, INC.
                               THE THAI FUND, INC.
                        THE TURKISH INVESTMENT FUND, INC.

- --------------------------------------------------------------------------------
              (Names of Registrants as Specified in Their Charters)

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

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

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

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

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

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

    (4)  Proposed maximum aggregate value of transaction:
                                                          ----------------------

    (5)  Total fee paid:
                         -------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

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

    (1)  Amount Previously Paid:
                                 -----------------------------------------------

    (2)  Form, Schedule or Registration Statement No.:
                                                       -------------------------

    (3)  Filing Party:
                       ---------------------------------------------------------
    (4)  Date Filed:
                     -----------------------------------------------------------

MORGAN STANLEY ASIA-PACIFIC FUND, INC.
MORGAN STANLEY EASTERN EUROPE FUND, INC.
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
MORGAN STANLEY EMERGING MARKETS FUND, INC.
MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.
MORGAN STANLEY HIGH YIELD FUND, INC.
MORGAN STANLEY INDIA INVESTMENT FUND, INC.
THE LATIN AMERICAN DISCOVERY FUND, INC.
THE MALAYSIA FUND, INC.
THE THAI FUND, INC.
THE TURKISH INVESTMENT FUND, INC.
C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS

To Our Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of each of
the Funds listed above (each a "Fund" and collectively, the "Funds") will be
held on Tuesday, June 21, 2005, at the office of Morgan Stanley Investment
Management Inc., 1221 Avenue of the Americas, 22nd Floor, New York, New York
10020 at the following times:

CONFERENCE ROOM 1
Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD") .......... 8:00 a.m.
Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB") ........ 8:00 a.m.
The Turkish Investment Fund, Inc. ("TKF") ........................ 8:20 a.m.
Morgan Stanley Eastern Europe Fund, Inc. ("RNE") ................. 8:20 a.m.
Morgan Stanley India Investment Fund, Inc. ("IIF") ............... 8:40 a.m.
CONFERENCE ROOM 2
Morgan Stanley Asia-Pacific Fund, Inc. ("APF") ................... 8:00 a.m.
Morgan Stanley Emerging Markets Fund, Inc. ("MSF") ............... 8:00 a.m.
The Latin American Discovery Fund, Inc. ("LDF") .................. 8:20 a.m.
CONFERENCE ROOM 3
The Thai Fund, Inc. ("TTF") ...................................... 8:00 a.m.
The Malaysia Fund, Inc. ("MF") ................................... 8:00 a.m.
Morgan Stanley High Yield Fund, Inc. ("MSY") ..................... 8:20 a.m.

The Meetings are being held for the following purposes:

1. To elect Directors of the Funds.

2. To consider and act upon any other business as may properly come
before the Meetings or any adjournment thereof.

Only stockholders of record of a particular Fund at the close of business
on April 28, 2005, the record date for the Meetings, are entitled to notice of,
and to vote at, the Meeting of that Fund or any adjournments thereof.

MARY E. MULLIN
Secretary

Dated: May 19, 2005

- --------------------------------------------------------------------------------
IF YOU DO NOT EXPECT TO ATTEND THE MEETING(S) FOR YOUR FUND(S), PLEASE SIGN
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE OR VOTE BY TELEPHONE AS INDICATED IN EACH FUND'S PROXY CARD. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING IN YOUR PROXY CARD(S) OR VOTING BY TELEPHONE
PROMPTLY.
- --------------------------------------------------------------------------------

MORGAN STANLEY ASIA-PACIFIC FUND, INC. ("APF")
MORGAN STANLEY EASTERN EUROPE FUND, INC. ("RNE")
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. ("MSD")
MORGAN STANLEY EMERGING MARKETS FUND, INC. ("MSF")
MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. ("MGB")
MORGAN STANLEY HIGH YIELD FUND, INC. ("MSY")
MORGAN STANLEY INDIA INVESTMENT FUND, INC. ("IIF")
THE LATIN AMERICAN DISCOVERY FUND, INC. ("LDF")
THE MALAYSIA FUND, INC. ("MF")
THE THAI FUND, INC. ("TTF")
THE TURKISH INVESTMENT FUND, INC. ("TKF")
C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

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

This statement is furnished by the Board of Directors (each a "Board" and
collectively, the "Boards") of each of the Funds listed above (each a "Fund" and
collectively, the "Funds") in connection with the solicitation of Proxies by the
Board of Directors for use at the Annual Meeting of Stockholders of each Fund
(each a "Meeting" and collectively, the "Meetings") to be held on Tuesday, June
21, 2005, at the principal executive office of the investment adviser for each
Fund, Morgan Stanley Investment Management Inc. (hereinafter "MSIM" or the
"Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020.
It is expected that the Notice of Annual Meetings, Joint Proxy Statement and
Proxy Card(s) will first be mailed to stockholders on or about May 19, 2005. The
purpose of the Meetings, the matters to be acted upon and the commencement time
of each Meeting are set forth in the accompanying Notice of Annual Meetings of
Stockholders.

If the accompanying Proxy Card for a Fund is executed properly and
returned, shares represented by it will be voted at the Meeting for that Fund in
accordance with the instructions on the Proxy Card. A Proxy may be revoked at
any time prior to the time it is voted by written notice to the Secretary of the
Fund or by attendance and voting at the Meeting of such Fund. If no instructions
are specified, shares will be voted FOR the election of the nominees for
Directors of that Fund.

The Board has fixed the close of business on April 28, 2005 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Meetings and at any adjournments thereof. On that date, the following
number of shares of Common Stock of each Fund were outstanding and entitled to
vote:

APF ...................................................... 35,538,670 shares
RNE ...................................................... 3,586,281 shares
MSD ...................................................... 22,046,681 shares
MSF ...................................................... 17,893,944 shares
MGB ...................................................... 4,195,582 shares
MSY ...................................................... 11,700,448 shares
IIF ...................................................... 16,000,168 shares
LDF ...................................................... 8,997,238 shares
MF ....................................................... 9,687,235 shares
TTF ...................................................... 13,278,753 shares
TKF ...................................................... 5,620,433 shares

The expense of solicitation will be borne by the Funds and will include
reimbursement to brokerage firms and others for reasonable expenses in
forwarding proxy solicitation materials to beneficial owners. The solicitation
of Proxy Cards will be largely by mail, but may include, without cost to the
Funds, telephonic, telegraphic or oral communications by regular employees of
the Manager. The solicitation of Proxy Cards is also expected to include
communications by employees of Georgeson Shareholder Communications Inc., a
proxy solicitation firm expected to be engaged by the Funds to solicit Proxy
Cards by mail or by telephonic, telegraphic or oral communications at a cost not
expected to exceed $3,500, plus out-of-pocket expenses, per Fund.

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 2004 (OCTOBER 31, 2004 FOR TKF) TO ANY
STOCKHOLDER OF SUCH FUND REQUESTING SUCH REPORT. REQUESTS FOR ANNUAL AND/OR
SEMI-ANNUAL REPORTS SHOULD BE MADE IN WRITING TO THE RESPECTIVE FUND, C/O
JPMORGAN INVESTOR SERVICES CO., P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798,
OR BY CALLING 1-800-221-6726.

Morgan Stanley Investment Management Inc. serves as the Funds'
administrator. JPMorgan Investor Services Co. also provides administrative
services to the Funds. The business address of JPMorgan Investor Services Co. is
73 Tremont Street, Boston, Massachusetts 02108-2798.

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 stockholders may
own shares of more than one Fund, to potentially avoid burdening stockholders
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 stockholder 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 stockholder is a
record owner. If the information relating to common ownership is not available
to the Funds, a stockholder 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 stockholder is a beneficial owner. If the
proposed election of Directors is approved by stockholders of one Fund and
disapproved by stockholders 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 stockholders
complete, date, sign and return each enclosed Proxy Card or vote by telephone as
indicated in each Fund's Proxy Card.

THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS AS SET FORTH IN PROPOSAL NO. 1
OF THE NOTICE OF ANNUAL MEETINGS.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Meetings, stockholders will be asked to consider the election of
Directors to hold office for a term stated below and until their successors are
duly elected and qualified. It is the intention of the persons named in the
accompanying Proxy Cards to vote, on behalf of the stockholders, for the
election of:

(i) Joseph J. Kearns, Michael Nugent and Fergus Reid as Class I Directors
for a term expiring in 2008, for all Funds except for IIF; and

(ii) Gaetan Bouic and Ravindranath Santosh Kumar Hazareesing as Class II
Directors for a term expiring in 2008 for IIF.

Pursuant to each Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors of each Fund is divided into three classes,
designated Class I, Class II and Class III, with each class having a term of
three years. Each year the term of one class expires. With respect to all Funds
other than IIF, Class I currently consists of Joseph J. Kearns, Michael Nugent
and Fergus Reid. Class II currently consists of Michael Bozic, Charles A.
Fiumefreddo and Edwin J. Garn. Class III currently consists of Wayne E. Hedien,
James F. Higgins and Dr. Manuel H. Johnson. Only the Directors in Class I are
being considered for election at this Meeting with respect to all Funds other
than IIF. With respect to IIF, Class I currently consists of Fergus Reid and
Ronald E. Robison. Class II currently consists of Gaetan Bouic and Ravindranath
Santosh Kumar Hazareesing. Class III currently consists of Joseph J. Kearns and
Marie Joseph Raymond La Musse. Only the Directors currently in Class II are
being considered for election at this Meeting with respect to IIF.

Pursuant to each Fund's By-Laws, each Director holds office until (i) the
expiration of his or her term and until his or her successor has been elected
and qualified, (ii) his or her death, (iii) his or her resignation or (iv) his
or her removal as provided by statute or the Articles of Incorporation. Each
officer of the Funds will hold such office until his or her death or resignation
or a successor has been duly elected and qualified.

BOARD MEETINGS AND COMMITTEES

The Board of Directors 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 provides
assistance to the full Board of Directors with respect to the engagement of
independent accountants and the qualifications, independence and performance of
the independent accountants. The Audit Committee also, among other things,
reviews with the independent registered public accounting firm the plan and
results of the audit engagement and matters having a material effect on each
Fund's financial operations. The Audit Committees of the Funds (other than TKF)
met six times during the fiscal year ended December 31, 2004. The Audit
Committee of TKF met seven times during the fiscal year ended October 31, 2004.

The members of the Audit Committee of each Fund other than IIF are
currently Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson,
Joseph J. Kearns, Michael Nugent and Fergus Reid. The members of IIF's Audit
Committee are currently Gaetan Bouic, Joseph J. Kearns, Ravindranath Santosh
Kumar Hazareesing, Marie Joseph Raymond La Musse and Fergus Reid. None of the
members of the Funds' Audit Committees is an "interested person," as defined
under the Investment Company Act of 1940, as amended (the "1940 Act"), of any of
the Funds (with such disinterested Directors being "Independent Directors" or
individually, an "Independent Director"). Each Independent

Director is also "independent" from each Fund as defined under the listing
standards of the New York Stock Exchange, Inc. ("NYSE"). The current Chairman of
the Audit Committee of all of the Funds other than IIF is Dr. Manuel H. Johnson.
The current Chairman of the Audit Committee of IIF is Joseph J. Kearns.

The Board of Directors of each Fund also has a Governance Committee. The
Governance Committee identifies individuals qualified to serve as Independent
Directors on each Fund's Board and on committees of such Board and recommends
such qualified individuals for nomination by the Fund's Independent Directors as
candidates for election as Independent Directors, 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 Directors and any committees of
the Board and oversees periodic evaluations of the Fund's Board and its
committees. A further description of, among other things, the goals and
responsibilities of the Governance Committee with respect to Board candidates
and nominees and Board composition, procedures and committees can be found in
the Governance Committee Charter for each Fund, which was attached to the proxy
statement for the Fund distributed in 2004. The members of the Governance
Committee of each Fund other than IIF are currently Michael Bozic, Edwin J. Garn
and Fergus Reid, each of whom is an Independent Director. The members of IIF's
Governance Committee are currently Gaetan Bouic, Joseph J. Kearns, Marie Joseph
Raymond La Musse and Fergus Reid, each of whom is an Independent Director. The
current Chairman of each Governance Committee is Fergus Reid. Each Fund's
Governance Committee met one time during the fiscal year ended December 31, 2004
(October 31, 2004 for TKF).

None of the Funds has a separate nominating committee. While each Fund's
Governance Committee recommends qualified candidates for nominations as
Independent Directors, the Board of Directors of each Fund believes that the
task of nominating prospective Independent Directors is important enough to
require the participation of all current Independent Directors, rather than a
separate committee consisting of only certain Independent Directors.
Accordingly, each current Independent Director (Michael Bozic, Edwin J. Garn,
Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael Nugent and
Fergus Reid, for all Funds other than IIF and Gaetan Bouic, Joseph J. Kearns,
Ravindranath Santosh Kumar Hazareesing, Marie Joseph Raymond La Musse and Fergus
Reid for IIF) participates in the election and nomination of candidates for
election as Independent Directors for the respective Funds for which the
Independent Director serves. Persons recommended by each Fund's Governance
Committee as candidates for nomination as Independent Directors are required to
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 Directors 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
stockholders to the Board. Nominations from stockholders should be in writing
and sent to the Independent Directors as described below.

There were 26 meetings of the Board of Directors of each Fund (other than
IIF and TKF) held during the fiscal year ended December 31, 2004. The Board of
Directors of IIF met four times during the fiscal year ended December 31, 2004.
The Board of Directors of TKF met 29 times during the fiscal year ended October
31, 2004. The Independent Directors of each of the Funds (other than IIF) also
met four during that time, in addition to the meetings of the full Boards. For
the 2004 fiscal year, each current Director

attended at least seventy-five percent of the aggregate number of meetings of
the Board and of any committee on which he served held during the time such
Director was a member of the Board. For annual or special stockholder meetings,
Directors may but are not required to attend the meetings; and for each Fund's
last annual stockholder meeting, no Directors attended the meeting.

STOCKHOLDER COMMUNICATIONS

Stockholders may send communications to each Fund's Board of Directors.
Stockholders should send communications intended for each Fund's Board by
addressing the communication 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 Director below. Other stockholder communications
received by the Funds not directly addressed and sent to the Boards will be
reviewed and generally responded to by management, and will be forwarded to the
Boards only at management's discretion based on the matters contained therein.

Each of the nominees for Director has consented to be named in this Joint
Proxy Statement and to serve as a Director of the Funds if elected. The Board of
Directors of each Fund has no reason to believe that any of the nominees named
above will become unavailable for election as a Director, but if that should
occur before the Meeting for that Fund, Proxy Cards will be voted for such
persons as the Board of Directors of the Fund may recommend.

INFORMATION REGARDING DIRECTORS AND NOMINEE DIRECTORS

Certain information regarding the Directors of the Funds and nominees for
election as Directors is set forth below:

INTERESTED DIRECTORS

<TABLE>

NUMBER OF
PORTFOLIOS
IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN OTHER DIRECTORSHIPS HELD
POSITION(S) LENGTH OF BY DIRECTOR BY DIRECTOR
HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE
NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR
- ---------------------------- ------------ ----------- ------------------------------------- ------------ ---------------------------

Charles A. Fiumefreddo* (72) Class II Since 2003 Chairman and Director or Trustee of 197 None.
c/o Morgan Stanley Trust Director the funds advised by Morgan Stanley
Harborside Financial Center, and Investment Advisors Inc. (the "Retail
Plaza Two, Chairman Funds") (since July 1991) and various
Jersey City, NJ 07311 of the U.S. registered investment companies
Board of managed by MSIM (since July 2003);
each of the formerly Chief Executive Officer of
Funds the Retail Funds (until September
(except 2002).
IIF)

James F. Higgins* (57) Class III Since 2003 Director or Trustee of the Retail 197 Director of AXA Financial,
c/o Morgan Stanley Trust Director of Funds (since June 2000) and various Inc. and The Equitable Life
Harborside Financial Center, each of the U.S. registered investment companies Assurance Society of the
Plaza Two, Funds managed by MSIM (since July 2003); United States (financial
Jersey City, NJ 07311 (except Senior Advisor of Morgan Stanley services).
IIF) (since August 2000); Director of
Morgan Stanley Distributors Inc. 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).

Ronald E. Robison+* (66) Class I Since 2001 Principal Executive Officer of Funds 1 None.
1221 Avenue of the Americas Director of in the Fund Complex (since May 2003);
New York, New York 10020 IIF only Managing Director of Morgan Stanley &
Co. Incorporated, MSIM and Morgan
Stanley; Managing Director, Chief
Administrative Officer and Director of
Morgan Stanley Investment Advisors
Inc. and Morgan Stanley Services
Company Inc.; Director of Morgan
Stanley Trust; Managing Director and
Director of Morgan Stanley
Distributors Inc.; Executive Vice
President and Principal Executive
Officer of various U.S. registered
investment companies managed by MSIM
(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 MSIM.
</TABLE>
- ----------------
+ Nominee for election as a Director of IIF only.
* "Interested person" of the Fund within the meaning of the 1940 Act. Mr.
Fiumefreddo is the former Chairman, Chief Executive Officer and Director of
Morgan Stanley Investment Advisors Inc., which is the investment adviser of
the Retail Funds and affiliated with the Manager. Mr. Higgins is Senior
Advisor to Morgan Stanley, of which the Manager is a subsidiary. Mr.
Robison is a Managing Director of Morgan Stanley & Co. Incorporated, MSIM
and Morgan Stanley.
** Each class of Directors has a term of office of three years.

INDEPENDENT DIRECTORS

<TABLE>

NUMBER OF
PORTFOLIOS
IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN OTHER DIRECTORSHIPS HELD
POSITION(S) LENGTH OF BY DIRECTO BY DIRECTOR
HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE
NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTO FOR DIRECTOR
- ---------------------------- ------------- ----------- -------------------------------------- ------------ -------------------------

Gaetan Bouic+ (68) Class II Since 2001 Chairman and Director of Executive 1 None.
Coast Road Director of Services Limited; formerly Finance
Poste Lafayette, Mauritius IIF only Director of UBP Limited Group
(building materials); Chairman of the
Listing Committee of the Stock
Exchange of Mauritius; Chairman of
Mauritius Venture Capital Fund Ltd.;
President of the Joint Economic
Council; and Chairman of the Stock
Exchange of Mauritius.

Michael Bozic (64) Class II Since 2003 Private investor; Director or Trustee 197 Director of various
c/o Kramer Levin Director of of the Retail Funds (since April 1994) business organizations.
Naftalis & Frankel LLP each of the and various U.S. registered investment
1177 Avenue of the Americas Funds companies managed by MSIM (since
New York, NY 10036 (except July 2003); formerly Vice Chairman of
IIF) Kmart Corporation (December
1998-October 2000), 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) Class II Since 2003 Consultant; Director or Trustee of the 197 Director of Franklin
1031 North Chartwell Court Director of Retail Funds (since January 1993) and Covey (time management
Salt Lake City, UT 84103 each of the various U.S. registered investment systems), BMW Bank of
Funds companies managed by MSIM (since North America, Inc.
(except July 2003); member of the Utah (industrial loan
IIF) Regional Advisory Board of Pacific corporation), Escrow Bank
Corp.; formerly Managing Director of USA (industrial loa
Summit Ventures LLC (2000-2004); corporation), Unite
United States Senator (R-Utah) Space Alliance (joi
(1974-1992) and Chairman, Senate venture between Loc
Banking Committee (1980-1986), Martin and the Boei
Mayor of Salt Lake City, Utah Company) and Nuskin
(1971-1974), Astronaut, Space Shuttle Asia Pacific (multi
Discovery (April 12-19, 1985), and marketing); member
Vice Chairman, Huntsman board of various ci
Corporation (chemical company). charitable organiza

Ravindranath Santosh Kumar Class II Since 2003 Self-employed Management 1 None.
Hazareesing + (55) Director of Consultant.
Morcellement St Andrews -- IIF only
Rose Hill, Mauritius
</TABLE>
- -------------------
+ Nominee for election as a Director of one or more Funds at the Meetings.
** Each class of Directors has a term of office of three years.

<TABLE>

NUMBER OF
PORTFOLIOS
IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN OTHER DIRECTORSHIPS
POSITION(S) LENGTH OF BY DIRECTOR HELD BY DIRECTOR
HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE
NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR
- ---------------------------- ------------ ----------- --------------------------------------- ------------ -------------------------

Wayne E. Hedien (71) Class III Since 2003 Retired; Director or Trustee of the 197 Director of The PMI
c/o Kramer Levin Director of Retail Funds (since September 1997) Group Inc. (private
Naftalis & Frankel LLP each of the and various U.S. registered investment mortgage insurance);
1177 Avenue of the Americas Funds companies managed by MSIM (since Trustee and Vice
New York, NY 10036 (except July 2003); formerly associated with Chairman of The Field
IIF) the Allstate Companies (1966-1994), Museum of Natural
most recently as Chairman of The History; Director
Allstate Corporation (March various other bus
1993-December 1994) and Chairman charitable organi
and Chief Executive Officer of its
wholly owned subsidiary, Allstate
Insurance Company (July
1989-December 1994).
Dr. Manuel H. Johnson (56) Class III Since 2003 Senior Partner, Johnson Smick 197 Director of NVR, Inc.
c/o Johnson Smick Director of International, Inc., a consulting firm; (home construction);
Group Inc. each of the Chairman of the Audit Committee Director of KFX Energy;
888 16th Street, N.W. Funds and Director or Trustee of the Retail Director of RBS
Suite 740 (except Funds (since July 1991) and various Greenwich Capital
Washington, D.C. 20006 IIF) U.S. registered investment companies Holdings (financial
managed by MSIM (since July 2003); holding company).
Co-Chairman and a founder of the
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) Class I Since 2003 President, Kearns & Associates LLC 198 Director of Electro Rent
c/o Kearns & Associates LLC Director of (investment consulting); Deputy Corporation (equipment
PMB 754 each of the Chairman of the Audit Committee leasing), The Ford Family
23852 Pacific Coast Highway Funds and Director or Trustee of the Retail Foundation and the
Malibu, California 90265 (except Funds (since July 2003) and various UCLA Foundation.
IIF) since U.S. registered investment companies
2001; Class managed by MSIM (since August
III 1994); previously Chairman of the
Director of Audit Committee of various U.S.
IIF registered investment companies
managed by MSIM (October
2001-July 2003); formerly Chief
Financial Officer of The J. Paul Getty
Trust.
Marie Joseph Raymond La Class III Since 2001 Director of The India Media, Internet 1 None.
Musse (70) Director of and Communications Fund Ltd.,
Le Belvedere IIF only Southern Cross Hotel Ltd., Jean
Rue La Hausse de la Louviere Vaulbert de Chantily Ltd. (consumer
Floreal, Mauritius goods) and Grandville Ltee (property
holding company); formerly Partner of
LaMusse Sek Sum (accounting).
Michael Nugent + (69) Class I Since 2001 General Partner of Triumph Capital, 197 Director of various
c/o Triumph Capital, L.P. Director of L.P., a private investment partnership; business organizations.
445 Park Avenue each of the Chairman of the Insurance Committee
New York, New York 10022 Funds and Director or Trustee of the Retail
(except Funds (since July 1991) and various
IIF) U.S. registered investment companies
managed by MSIM (since July 2001);
formerly Vice President, Bankers
Trust Company and BT Capital
Corporation (1984-1988).
</TABLE>

- ----------------
+ Nominee for election as a Director of one or more Funds at the Meetings.
** Each class of Directors has a term of office of three years.

<TABLE>

NUMBER OF
PORTFOLIOS IN
FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN OTHER DIRECTORSHIPS
POSITION(S) LENGTH OF BY DIRECTOR HELD BY DIRECTOR
HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE
NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR
- --------------------------- ------------- ------------ -------------------------------------- -------------- -----------------------

Fergus Reid + (72) Class I Since 2000 Chairman of Lumelite Plastics 198 Trustee and Director of
c/o Lumelite Plastics Director of Corporation; Chairman of the certain investment
Corporation each of the Governance Committee and Director companies in the
85 Charles Colman Boulevard Funds or Trustee of the Retail Funds (since JPMorgan Funds complex
Pawling, New York 12564 July 2003) and various U.S. registered managed by J.P. Morgan
investment companies managed by Investment Managem
MSIM (since June 1992). Inc.
</TABLE>

- ----------
+ Nominee for election as a Director of one or more Funds at the Meetings.
** Each class of Directors has a term of office of three years.

No director or nominee for election as Director who is not an interested
person of the Fund, or any immediate family member of such person, owns
securities in the Manager, or a person directly or indirectly controlling,
controlled by, or under common control with the Manager.

Certain information regarding the officers of the Funds is set forth below:

<TABLE>

POSITION(S) HELD
WITH THE FUNDS, AND
LENGTH OF TIME
NAME, ADDRESS AND AGE SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ----------------------------- --------------------- ----------------------------------------------------------------------------

Mitchell Merin* (51) President of the President and Chief Operating Officer of MSIM; President, Director and
1221 Avenue of the Americas Funds since 2003 Chief Executive Officer of Morgan Stanley Investment Advisors Inc. and
New York, NY 10020 Morgan Stanley Services Company Inc.; Chairman and Director of Morgan
Stanley Distributors Inc.; Chairman and Director of Morgan Stanley Trust;
Director of various Morgan Stanley subsidiaries; President of Morgan
Stanley Investments LP (since February 2003); President of various U.S.
registered investment companies managed by MSIM (since July 2003) and
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* (66) Executive Vice Principal Executive Officer of Funds in the Fund Complex (since May 2003);
1221 Avenue of the Americas President and Managing Director of Morgan Stanley & Co. Incorporated, MSIM and
New York, New York 10020 Principal Executive Morgan Stanley; Managing Director, Chief Administrative Officer and
Officer of the Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley
Funds since 2003 Services Company Inc.; Director of Morgan Stanley Trust; Managing
Director and Director of Morgan Stanley Distributors Inc.; Executive Vice
President and Principal Executive Officer of various U.S. registered
investment companies managed by MSIM (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
MSIM.

Joseph J. McAlinden* (61) Vice President of Managing Director and Chief Investment Officer of Morgan Stanley
1221 Avenue of the Americas the Funds since Investment Advisors Inc. and MSIM; Director of Morgan Stanley Trust;
New York, New York 10020 2003 Chief Investment Officer of the Van Kampen Funds; Vice President of
various U.S. registered investment companies managed by MSIM (since July
2003) and the Retail Funds (since July 1995).
</TABLE>

- --------------
* "Interested person" of the Funds within the meaning of the 1940 Act.
Messrs. Merin, Robison, McAlinden, Fink and Garrett, and Ms. Doberman,
Chang and Mullin are officers of the Manager.

<TABLE>

POSITION(S) HELD
WITH THE FUNDS, AND
LENGTH OF TIME
NAME, ADDRESS AND AGE SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- -------------------------------- -------------------- ----------------------------------------------------------------------------

Barry Fink* (49) Vice President of General Counsel (since May 2000) and Managing Director (since December
1221 Avenue of the Americas the Funds since 2000) of Morgan Stanley Investment Management; Managing Director (since
New York, New York 10020 2003 December 2000), Secretary (since February 1997) and Director (since July
1998) of Morgan Stanley Investment Advisors Inc. and Morgan Stanley
Services Company Inc.; Vice President of the Retail Funds and various U.S.
registered investment companies managed by MSIM (since July 2003);
Managing Director, Secretary and Director of Morgan Stanley Distributors
Inc.; previously Secretary (February 1997-July 2003) and General Counsel
(February 1997-April 2004) of the Retail Funds; Vice President and
Assistant General Counsel of Morgan Stanley Investment Advisors Inc. and
Morgan Stanley Services (February 1997-December 2001).

Amy R. Doberman* (43) Vice President of Managing Director and General Counsel, U.S. Investment Management;
1221 Avenue of the Americas the Funds since Managing Director of MSIM and Morgan Stanley Investment Advisors Inc.
New York, New York 10020 2004 (since July 2004); Vice President of the Retail Funds and various U.S.
registered investment companies managed by MSIM (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* (43) Chief Compliance Executive Director and U.S. Director of Compliance for Morgan Stanley
1221 Avenue of the Americas Officer of the Investment Management Inc. (since October 2004); Executive Director of
New York, New York 10020 Funds since 2004 Morgan Stanley Investment Advisors Inc. and Morgan Stanley Investment
Management Inc.; formerly Assistant Secretary and Assistant General
Counsel of the Retail Funds.

Stefanie V. Chang* (38) Vice President of Executive Director of Morgan Stanley & Co. Incorporated, MSIM and
1221 Avenue of the Americas the Funds since Morgan Stanley Investment Advisors Inc.; Vice President of various U.S.
New York, New York 10020 1997 registered investment companies managed by MSIM (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).

Mary E. Mullin* (38) Secretary of the Executive Director of Morgan Stanley & Co. Incorporated, MSIM and
1221 Avenue of the Americas Funds since 1999 Morgan Stanley Investment Advisors Inc.; Secretary of various U.S.
New York, New York 10020 registered investment companies managed by MSIM (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.

James W. Garrett* (35) Treasurer of the Head of Global Fund Administration of Morgan Stanley Investment
1221 Avenue of the Americas Funds since 2002 Management; Executive Director of Morgan Stanley & Co. Incorporated and
New York, NY 10020 and Chief MSIM; Treasurer (since February 2002) and Chief Financial Officer (since
Financial Officer July 2003) of various U.S. registered investment companies managed by
of the Funds since MSIM; previously with PriceWaterhouse LLP (now PricewaterhouseCoopers
2003 LLP).

Michael Leary (38) Assistant Assistant Director and Vice President of Fund Administration, JPMorgan
JPMorgan Investor Services Co. Treasurer of the Investor Services Co. (formerly Chase Global Funds Services Company);
73 Tremont Street Funds since 2003 formerly Audit Manager at Ernst & Young LLP.
Boston, Massachusetts 02108
</TABLE>

- ----------
* "Interested person" of the Funds within the meaning of the 1940 Act.
Messrs. Merin, Robison, McAlinden, Fink and Garrett, and Ms. Doberman,
Chang and Mullin are officers of the Manager.

The following tables set forth information regarding the dollar ranges of
beneficial ownership of shares in each Fund and in certain registered investment
companies, including the Funds, managed by the Manager or an affiliate and held
out to investors as related companies for purposes of investment and investor
services (the "Family of Investment Companies") owned by the Directors of the
Funds and each nominee for election as a Director, as of April 28, 2005. This
information has been furnished by each Director and nominee. The dollar values
in the following table are based upon the market price of the relevant Fund's
shares as of April 28, 2005.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS

<TABLE>

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
OVERSEEN OR TO BE OVERSEEN IN
FAMILY OF INVESTMENT
NAME OF DIRECTORS APF RNE MSD MGB MSY LDF TTF TKF MF MSF IIF COMPANIES(1)(2)
- --------------------- --------- ----- ----- ----- ----- ----- ----- ----- ---- -------- ----- -------------------------------

INTERESTED DIRECTOR
- -------------------
Fiumefreddo ......... None None None None None None None None None None None over $100,000
Higgins ............. None None None None None None None None None None None over $100,000
Robison ............. None None None None None None None None None None None over $100,000

INDEPENDENT DIRECTOR
- --------------------
Bouic ............... None None None None None None None None None None None None
Bozic ............... None None None None None None None None None None None over $100,000
Garn ................ None None None None None None None None None None None over $100,000
Hazareesing ......... None None None None None None None None None None None None
Hedien .............. None None None None None None None None None None None over $100,000
Johnson ............. None None None None None None None None None None None over $100,000
Kearns(3) ........... None None None None None None None None None None None over $100,000
La Musse ............ None None None None None None None None None None None None
Nugent .............. None None None None None None None None None None None over $100,000
Reid(3) ............. $10,001- None None None None None None None None $10,001- None over $100,000
$50,000 $50,000
</TABLE>

- -------------
(1) This information has been furnished by each Director and nominee. The
dollar values in this table are based upon the market price of the Fund's
shares as of April 28, 2005.

(2) The term "Family of Investment Companies" refers to certain registered
investment companies, including the Funds, which are advised by the Manager
or an affiliate and are held out to investors as related companies for
purposes of investment and investor services.

(3) Includes the total amount of compensation deferred by the Director 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 various U.S. registered investment
companies managed by MSIM (or portfolios 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.

COMPENSATION OF DIRECTORS AND OFFICERS

Certain of the Independent Directors have entered into a deferred fee
arrangement (the "Fee Arrangement") with the Funds, pursuant to which such
Director may defer to a later date the receipt of the Director's fees. The
deferred fees owed by the Funds are credited to a bookkeeping account maintained
by the Funds on behalf of such Director. Through December 31, 2003, such
credited amounts accrued income from and after the date of credit in an amount
equal to the amount that would have been earned had such fees (and all income
earned thereon) been invested and reinvested either (i) in shares of the Funds
or (ii) at a rate equal to the prevailing rate applicable to 90-day United
States Treasury Bills at the beginning of each calendar quarter for which this
rate is in effect, whichever method was elected by the Director. Effective April
1, 2004, the Fee Arrangement was modified to allow for amounts deferred pursuant
to the Fee Arrangement to accrue income from and after such date (or after the
date of credit, for amounts subsequently deferred) in an amount that would have
been earned had such fees (and all income earned thereon) been invested and
reinvested in the shares of one or more (up to a maximum of four) of 15 funds
provided as investment options under the Fee Arrangement and selected by the
Director.

Under the Fee Arrangement, deferred Director's fees (including the return
accrued thereon) will become payable by the Funds in cash upon such Director's
resignation from the Board of Directors of each Fund in a lump sum or in
generally equal annual installments over a period of five years beginning after
such Director's separation from service. In the event of a Director's death,
remaining amounts

payable to him under the Fee Arrangement will thereafter be payable to his
designated beneficiary; in all other events, a Director's right to receive
payments is non-transferable. In addition, it is possible that there may be
accelerated payments of all unpaid amounts in the deferred fee account
maintained by the Fund in connection with either a change of control of a Fund
or the liquidation, dissolution or winding up of a Fund (or various similar
types of events or conditions).

Set forth on the following page are tables showing the aggregate
compensation paid by each Fund to each of its Directors, as well as the total
compensation paid to each Director of each Fund by all of the Funds and by other
U.S. registered investment companies advised by MSIM or any investment companies
that have an investment adviser that is an affiliated person of MSIM
(collectively, the "Fund Complex") for their services as Directors of such
investment companies for the fiscal year ended December 31, 2004 (October 31,
2004 for TKF). In all cases, there were no pension or retirement benefits
accrued as part of any Fund's expenses.

The amounts reflected in the following tables include amounts paid by the
Fund Complex for services rendered during the fiscal year ended in 2004 for each
fund within the Fund Complex, regardless of whether such amounts were actually
received by the Directors and nominees during such fiscal year.

<TABLE>

TOTAL COMPENSATION
FROM FUNDS AND FUND
COMPLEX PAID TO
NAME OF DIRECTORS APF RNE MSD MSF MGB MSY IIF LDF MF TTF TKF DIRECTORS(2)(3)
- ---------------------- --------- ------- ------- ------- ----- ------- --------- ------- ------- ------- ------ --------------------

INTERESTED DIRECTOR
- -------------------
Fiumefreddo(1) ....... $1,151 $291 $569 $722 $84 $208 -- $380 $148 $263 $125 $360,000
Higgins(1) ........... -- -- -- -- -- -- -- -- -- -- -- $ 0
Robison(1) ........... -- -- -- -- -- -- -- -- -- -- -- $ 0

INDEPENDENT DIRECTOR
- --------------------
Bouic ................ -- -- -- -- -- -- $10,500 -- -- -- -- $ 10,500
Bozic(4) ............. $ 574 $136 $266 $337 $39 $ 97 -- $177 $ 69 $123 $ 58 $178,000
Garn(4) .............. $ 574 $136 $266 $337 $39 $ 97 -- $177 $ 69 $123 $ 58 $178,000
Hazareesing .......... -- -- -- -- -- -- $10,500 -- -- -- -- $ 10,500
Hedien(4) ............ $ 574 $136 $266 $337 $39 $ 97 -- $177 $ 69 $123 $ 58 $178,000
Johnson(4) ........... $ 765 $185 $360 $457 $53 $132 -- $241 $ 94 $167 $ 79 $238,000
Kearns(3) ............ $ 660 $163 $319 $405 $47 $117 $ 5,000 $213 $ 83 $148 $ 70 $211,000
La Musse ............. -- -- -- -- -- -- $10,500 -- -- -- -- $ 10,500
Nugent(4) ............ $ 669 $160 $313 $397 $46 $114 -- $209 $ 81 $145 $ 69 $208,000
Reid(3) .............. $ 669 $160 $313 $397 $46 $114 $ 5,000 $209 $ 81 $145 $ 69 $213,000
</TABLE>

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

(1) "Interested person" of the Fund within the meaning of the 1940 Act. Mr.
Fiumefreddo receives an annual fee for his services as Chairman of the
Boards of the Retail Funds and for administrative services provided to the
Boards of the Retail Funds.

(2) Amounts shown in this column also include amounts received by each Director
for service on the Boards of several other funds affiliated with the Funds,
which are part of the Fund Complex.

(3) Amounts shown in this table include certain amounts deferred by Messrs.
Kearns and Reid pursuant to the Fee Arrangement described above. For the
amounts deferred by Messrs. Kearns and Reid, please refer to the table
below.

(4) Messrs. Bozic, Garn, Hedien, Johnson and Nugent are participants in a
retirement program adopted by certain of the Retail Funds (the "Adopting
Funds") pursuant to which they are entitled to retirement payments upon
reaching the eligible retirement age. Annual payments are based on factors
such as their lengths of service. As of the calendar year ended December
31, 2004, retirement benefits accrued by the Adopting Funds and their
estimated benefits upon retirement from all Adopting Funds were $19,437 and
$46,871, respectively for Bozic, $28,779 and $46,917, respectively for
Garn, $37,860 and $40,020, respectively for Hedien, $19,701 and $68,630,
respectively for Johnson and $35,471 and $61,377, respectively for Nugent.
In addition, Messrs. Bozic, Garn, Hedien, Johnson and Nugent received a
lump sum benefit payment 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 following table sets forth information regarding amounts deferred by
certain Directors of their aggregate compensation from the Funds and the Fund
Complex, in each case pursuant to the Fee Arrangement described above.

<TABLE>

TOTAL DEFERRED COM-
PENSATION FROM FUNDS
NAME OF DIRECTORS APF RNE MSD MSF MGB MSY IIF LDF MF TTF TKF AND FUND COMPLEX
- ------------------- ------- ----- ------- ------- ----- ----- ----- ----- ------ ----- ------ ---------------------

Kearns ............ $249 $61 $119 $156 $18 $44 -- $81 $31 $56 $28 $584,856
Reid .............. -- -- -- -- -- -- $55 -- -- -- -- $667,002
</TABLE>

The election of the nominees for election as Directors of each Fund
requires the affirmative vote of a majority of the votes cast at a meeting at
which a quorum is present. Under each Fund's By-Laws, except for TTF, the
presence in person or by proxy of stockholders entitled to cast a majority of
the votes entitled to be cast thereat shall constitute a quorum. Under the
By-Laws of TTF, the presence in person or by proxy of stockholders entitled to
cast one-third of the votes entitled to be cast thereat shall constitute a
quorum. For this purpose, abstentions will be counted in determining whether a
quorum is present at the Meeting, but will not be counted as votes cast at the
Meeting.

THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE NOMINEES AS DIRECTORS FOR THAT FUND SET FORTH ABOVE.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the management of each Fund, the following persons
owned beneficially more than 5% of the noted Fund's outstanding shares at April
28, 2005. This information is based on publicly available Schedule 13D and 13G
disclosures filed with the Securities and Exchange Commission.

<TABLE>

NAME AND ADDRESS AMOUNT AND NATURE
FUND OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------ -------------------------------------- ------------------------------------------------------- -----------------

APF Wachovia Corporation 2,208,116 shares with sole voting power and 2,223,194 6.44%
One Wachovia Center shares with sole dispositive power1
Charlotte, North Carolina 28288-0137
Yale University 3,006,755 shares with sole voting power and sole 8.30%
Investments Office dispositive power2
230 Prospect Street
New Haven, Connecticut 06511-2107

IIF Morgan Stanley Asset Management Inc. 1,879,306 shares with shared dispositive power3 5.26%
1221 Avenue of the Americas
New York, New York 10020
Morgan Stanley Group Inc. 325,718 shares with shared voting power and 6.41%
1585 Broadway 2,289,424 shares with shared dispositive power4
New York, New York 10036

LDF Phillip Goldstein 221,591 shares with sole voting power; 10,278 shares 5.56%
60 Heritage Drive with voting power; 504,949 shares with sole
Pleasantville, NY 10570 dispositive power5
Lazard Asset Management LLC 1,223,090 shares with sole voting power and sole 13.47%
30 Rockefeller Plaza dispositive power6
New York, New York 10112

MGB Morgan Stanley Group Inc. 667,327 shares with shared voting power and shared 16.10%
1585 Broadway dispositive power7
New York, New York 10036

MSD Morgan Stanley & Co. Incorporated 1,163,722 shares with shared voting power and shared 5.40%
1585 Broadway dispositive power8
New York, New York 10036
Morgan Stanley Group Inc. 1,178,988 shares with shared voting power and 8.47%
1585 Broadway 1,824,162 shares with shared dispositive power9
New York, New York 10036

MSF Morgan Stanley 504,154 shares with shared voting power and 5.18%
1585 Broadway 1,111,320 shares with shared dispositive power10
New York, New York 10036
Lazard Asset Management LLC 2,859,900 shares with sole voting power and sole 15.90%
30 Rockefeller Plaza dispositive power11
New York, New York 10020

MSY Morgan Stanley & Co. Incorporated 479,300 shares with shared voting power and shared 5.48%
1585 Broadway dispositive power12
New York, New York 10036
Morgan Stanley Group Inc. 481,300 shares with shared voting power and 659,000 7.54%
1585 Broadway shares with shared dispositive power13
New York, New York 10036

RNE Bank Morgan Stanley AG 277,030 shares with shared voting power and shared 5.54%
Bahnhofstrasse 92/3rd Floor dispositive power14
CH-8023
Zurich
Switzerland
</TABLE>

<TABLE>

NAME AND ADDRESS AMOUNT AND NATURE
FUND OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------ --------------------------------------------- ----------------------------------------------------- -----------------

City of London Investment Management 303,100 shares with sole voting power and sole 7.92%
Company Limited dispositive power15
10 Eastcheap
London EC3M ILX
England
Morgan Stanley Group Inc. 432,689 shares with shared voting power and 568,383 11.36%
1585 Broadway shares with shared dispositve power16
New York, New York 10036

TKF The United Nations Joint Staff Pension Fund 650,000 shares with shared voting power and shared 9.23%
United Nations, New York 10017 dispositive power17

TTF Newsgate LLP 727,142 shares with sole voting power and sole 5.48%
One Sound Shore Drive dispositive power18
Greenwich, Connecticut 06830
</TABLE>

- ----------

1 Based on a Schedule 13G filed with the Commission on February 3, 2005.

2 Based on a Schedule 13G/A filed with the Commission on January 24, 2003.

3 Based on a Schedule 13G filed with the Commission on February 14, 1997.

4 Based on a Schedule 13G filed with the Commission on February 14, 1997.

5 Based on a Schedule 13D filed with the Commission on June 28, 2004.

6 Based on a Schedule 13G/A filed with the Commission on February 14, 2005.

7 Based on a Schedule 13G/A filed with the Commission on February 9, 1996.

8 Based on a Schedule 13G/A filed with the Commission on February 7, 1997.

9 Based on a Schedule 13G/A filed with the Commission on February 7, 1997.

10 Based on a Schedule 13G/A filed with the Commission on February 5, 1999.

11 Based on a Schedule 13G/A filed with the Commission on February 14, 2005.

12 Based on a Schedule 13G/A filed with the Commission on February 7, 1997.

13 Based on a Schedule 13G/A filed with the Commission on February 7, 1997.

14 Based on a Schedule 13G/A filed with the Commission on May 30, 1997.

15 Based on a Schedule 13G filed with the Commission on February 12, 2002.

16 Based on a Schedule 13G/A filed with the Commission on May 30, 1997.

17 Fiduciary Trust Company International shares voting and dispositive power
with respect to 650,000 shares with its client, The United Nations Joint
Staff Pension Fund. Based on a Schedule 13G/A filed with the Commission on
February 3, 1997.

18 Based on a Schedule 13G filed with the Commission on February 4, 2005.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires that each Fund's executive officers and directors, 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 a 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, directors and greater than
10% beneficial holders complied with all applicable filing requirements.

AUDIT COMMITTEE REPORTS AND AUDITOR FEES

REPORT OF THE AUDIT COMMITTEE (ALL FUNDS EXCEPT IIF)

At a meeting held on January 27, 2005, the Board of Directors of each Fund,
including a majority of the Directors who are not "interested persons," as
defined under the 1940 Act, of the Fund acting on the recommendation of the
Audit Committee of the Fund, selected Ernst & Young LLP to act as independent
accountants for each Fund for the fiscal year ending December 31, 2005 (October
31, 2005 for TKF). Each Audit Committee has received the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees) and has discussed with Ernst & Young LLP its independence with
respect to each Fund. Each Fund knows of no direct financial or material
indirect financial interest of Ernst & Young LLP in the Fund.

Each Fund's financial statements for the fiscal year ended December 31,
2004 (October 31, 2004 for TKF) were audited by Ernst & Young LLP. The Audit
Committee of each Fund has reviewed and discussed the audited financial
statements of the Fund with management of the Fund. The Audit Committee of each
Fund has further discussed with Ernst & Young LLP the matters required to be
discussed by Statement on Auditing Standards No. 61 (Codification of Statements
on Auditing Standards, AU Section 380). Based on the foregoing review and
discussions, the Audit Committee of each Fund recommended to the Board of
Directors that the audited financial statements for the fiscal year ended
December 31, 2004 (October 31, 2004 for TKF) be included in the Fund's most
recent annual report to shareholders and the Fund's annual report filed with the
Securities and Exchange Commission.

Dr. Manuel H. Johnson, Chairman of the Audit Committee
Joseph J. Kearns, Vice Chairman of the Audit Committee
Fergus Reid, Member of the Audit Committee
Michael Bozic, Member of the Audit Committee
Edwin J. Garn, Member of the Audit Committee
Wayne E. Hedien, Member of the Audit Committee

REPORT OF THE AUDIT COMMITTEE OF IIF ONLY

At a meeting held on April 28, 2005, the Board of Directors of the Fund,
including a majority of the Directors who are not "interested persons," as
defined under the 1940 Act, of the Fund acting on the recommendation of the
Audit Committee of the Fund, selected Ernst & Young LLP to act as independent
accountants for the Fund for the fiscal year ending December 31, 2005. The Audit
Committee has received the written disclosures and the letter from Ernst & Young
LLP required by Independence Standards Board No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees) and has
discussed with Ernst & Young LLP its independence with respect to the Fund. The
Fund knows of no direct financial or material indirect financial interest of
Ernst & Young LLP in the Fund.

The Fund's financial statements for the fiscal year ended December 31, 2004
were audited by Ernst & Young LLP. The Audit Committee of the Fund has reviewed
and discussed the audited financial statements of the Fund with management of
the Fund. The Audit Committee of the Fund has further discussed with Ernst &
Young LLP the matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing Standards, AU Section
380). Based on the foregoing review and discussions, the Audit Committee of the
Fund recommended to the Board of Directors that the audited financial statements
for the fiscal year ended December 31, 2004 be included in the Fund's most
recent annual report to shareholders and the Fund's annual report filed with the
Securities and Exchange Commission.

Joseph J. Kearns, Chairman of the Audit Committee
Gaetan Bouic, Member of the Audit Committee
Ravindranath Santosh Kumar Hazareesing,
Member of the Audit Committee
Marie Joseph Raymond La Musse,
Member of the Audit Committee
Fergus Reid, Member of the Audit Committee

AUDIT FEES

The aggregate fees billed by Ernst & Young LLP in connection with the
annual audit of each Fund's financial statements for the fiscal years ended
December 31, 2004 and 2003 (October 31, 2004 and 2003 for TKF) are set forth
below:

2004 2003
---------- ----------
APF .................... $ 57,860 $55,105
RNE .................... $ 67,590 $64,375
MSD .................... $ 73,000 $69,525
MSF .................... $ 93,980 $89,507
MGB .................... $ 47,480 $45,217
MSY .................... $ 47,050 $44,805
IIF .................... $104,370 $99,395
LDF .................... $ 67,590 $62,500
MF ..................... $ 36,230 $34,505
TTF .................... $ 36,230 $34,505
TKF .................... $ 41,640 $39,655

AUDIT-RELATED FEES

There were no fees billed by Ernst & Young LLP related to the annual audit
of a Fund's financial statements for the fiscal years ended December 31, 2004
and 2003 (October 31, 2004 and 2003 for TKF), except for APF which paid
audit-related fees in the amount of $8,000 and $7,500, respectively, for the
translation of financial statements for certain foreign regulatory filing
requirements.

TAX FEES

The aggregate fees billed by Ernst & Young LLP in connection with tax
compliance, tax advice and tax planning for each Fund for the fiscal years ended
December 31, 2004 and 2003 (October 31, 2004 and 2003 for TKF) are set forth
below, which represent fees paid for the review of the Federal, state and local
tax returns for each Fund.

2004 2003
---------- ----------
APF .................... $2,700 $2,575
RNE .................... $2,700 $2,575
MSD .................... $2,700 $2,575
MSF .................... $3,350 $3,193
MGB .................... $3,350 $3,193
MSY .................... $2,700 $2,575
IIF .................... $2,700 $2,575
LDF .................... $2,700 $2,500
MF ..................... $2,700 $2,575
TTF .................... $2,700 $2,575
TKF .................... $2,700 $2,575

ALL OTHER FEES

There were no fees billed by Ernst & Young LLP for any other products and
services not set forth above for each Fund for the fiscal years ended December
31, 2004 and 2003 (October 31, 2004 and 2003 for TKF).

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 Ernst & Young LLP billed each of the Funds' fees for the fiscal year
ended December 31, 2004 (October 31, 2004 for TKF) were pre-approved by the
Audit Committee.

AGGREGATE NON-AUDIT FEES PAID BY THE MANAGER AND AFFILIATED ENTITIES

The aggregate fees billed for professional services rendered by Ernst &
Young LLP for all other services provided to the Manager and to any entities
controlling, controlled by or under common control with the Manager for the
fiscal years ended December 31, 2004 and 2003 amounted to $276,814 and $598,000,
respectively. Such services for the 2004 and 2003 fiscal years included: (i)
audit-related fees of $115,000 and $93,000, 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
$161,814 and $505,000, 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 Manager is
compatible with maintaining the independence of Ernst & Young LLP.

Representatives from Ernst & Young LLP are not expected to be present at
the Meeting. Ernst & Young LLP will have the opportunity to make a statement if
they desire to do so and the representatives from Ernst & Young LLP are expected
to be available by telephone to respond to appropriate questions.

OTHER MATTERS

No business other than as set forth herein is expected to come before any
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting for a Fund, the
persons named in the enclosed Proxy Card(s) will vote thereon according to their
best judgment in the interests of the Fund.

STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

A stockholder's proposal intended to be presented at a Fund's Annual
Meeting of Stockholders in 2006 must be received by such Fund on or before
January 19, 2006 in order to be included in the Fund's proxy statement and Proxy
Card relating to that meeting. Any stockholder who desires to bring a proposal
at a Fund's Annual Meeting of Stockholders in 2006, without including such
proposal in the Fund's proxy statement, must deliver written notice thereof to
the Secretary of such Fund not before March 24, 2006 and not later than April
23, 2006, in the manner and form required by that Fund's By-Laws. Each Fund will
furnish, without charge, a copy of its By-Laws to any stockholder of such Fund
requesting such By-Laws. Requests for a Fund's By-Laws should be made in writing
to the respective Fund, c/o Morgan Stanley Investment Management Inc., 1221
Avenue of the Americas, New York, New York 10020.

MARY E. MULLIN
Secretary

Dated: May 19, 2005

STOCKHOLDERS OF A FUND WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING FOR
THAT FUND AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN
THE ENCLOSED PROXY CARD FOR THE FUND AND RETURN IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

PROXY CARD

MORGAN STANLEY ASIA-PACIFIC FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE
V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned,
with full power of substitution and resubstitution, and hereby authorizes said
proxies, and each of them, to represent and vote, as designated on the reverse
side, all stock of the above Fund held of record by the undersigned on April 28,
2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at
any adjournment thereof. The undersigned hereby revokes any and all proxies with
respect to such stock heretofore given by the undersigned.

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY ASIA-PACIFIC FUND, INC.

JUNE 21, 2005

PROXY VOTING INSTRUCTIONS
MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as
possible. -OR-
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone
telephone and follow the instructions. Have your Control number (or "Company
number") and Proxy Card available when you call.

Company Number
Account Number
Control Number

You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM
Eastern Time on the day before the cut-off or meeting date.
Please detach and mail in the envelope provided IF you are not voting via
telephone.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this
method. [ ]
- --------------------------------------------------------------------------------

THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES,
UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY
JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor,
administrator, trustee, guardian or custodian, please sign full title as such.
If a corporation, please sign full corporate name by authorized officer and
indicate the signer's office. If a partnership, please sign in partnership name.

PROXY CARD

MORGAN STANLEY EASTERN EUROPE FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY EASTERN EUROPE FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

PROXY CARD

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

PROXY CARD

MORGAN STANLEY EMERGING MARKETS FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY EMERGING MARKETS FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney,
executor, administrator, trustee, guardian or custodian, please sign
full title as such. If a corporation, please sign full corporate name
by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name.

PROXY CARD

MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

PROXY CARD

MORGAN STANLEY HIGH YIELD FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY HIGH YIELD FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

PROXY CARD

MORGAN STANLEY INDIA INVESTMENT FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
MORGAN STANLEY INDIA INVESTMENT FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Gaetan Bouic
[ ] Ravindranath Santosh Kumar Hazareesing
[ ] WITHHOLD AUTHORITY
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney,
executor, administrator, trustee, guardian or custodian, please sign
full title as such. If a corporation, please sign full corporate name
by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name.

PROXY CARD

THE LATIN AMERICAN DISCOVERY FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
THE LATIN AMERICAN DISCOVERY FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney,
executor, administrator, trustee, guardian or custodian, please sign
full title as such. If a corporation, please sign full corporate name
by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name.

PROXY CARD

THE MALAYSIA FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
THE MALAYSIA FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney,
executor, administrator, trustee, guardian or custodian, please sign
full title as such. If a corporation, please sign full corporate name
by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name.

PROXY CARD

THE THAI FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
THE THAI FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

PROXY CARD

THE TURKISH INVESTMENT FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
THE TURKISH INVESTMENT FUND, INC.

JUNE 21, 2005

Company Number
Account Number
Control Number

1. Election of the following nominees as Directors:

NOMINEES

[ ] FOR ALL NOMINEES [ ] Joseph J. Kearns
[ ] Michael Nugent
[ ] WITHHOLD AUTHORITY [ ] Fergus Reid
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [ ]

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

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<TABLE>

Signature of Stockholder Date: Signature of Stockholder: Date:
------------------ -------- --------------- --------
</TABLE>

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney,
executor, administrator, trustee, guardian or custodian, please sign
full title as such. If a corporation, please sign full corporate name
by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name.

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