The Annual Meeting of the Stockholders of the Fund
was held on June 22, 2004. The following is a summary
 of the proposal presented and the total number of shares voted:
Proposal:
1. To elect the following Directors:
	Votes in
Favor of	Votes
Against

Wayne E. Hedien	 26,964,395	1,719,125
James F. Higgins 26,964,394	1,719,126
Dr. Manuel H. Johnson 26,982,4451,701,075

Proxy Voting Policies and Procedures and Proxy Voting Record
A copy of (1) the Funds policies and procedures with respect
 to the voting of proxies relating to the Funds portfolio
 securities; and (2) how the Fund voted proxies relating to
 portfolio securities during the most recent twelve-month
period ended June 30, 2004 is available without charge, upon
 request, by calling 1-800-548-7786 or by visiting our
website at www.morganstanley.com/im.  This information is
 also available on the Securities and Exchange Commissions
 website at www.sec.gov.