Edgar Filing: MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST

Schedule 14A 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
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12

Morgan Stanley Government Income Trust
Morgan Stanley Income Securities Inc.
Morgan Stanley Municipal Income Opportunities Trust

(Names of Registrants as specified in their charter)

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

Payment of Filing Fee (check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.

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4) Date Filed:

MORGAN STANLEY GOVERNMENT INCOME TRUST
MORGAN STANLEY INCOME SECURITIES INC.
MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 16, 2003

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY
GOVERNMENT INCOME TRUST, MORGAN STANLEY INCOME SECURITIES INC. and MORGAN
STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST (individually, a "Fund" and,
collectively, the "Funds"), two unincorporated business trusts organized under
the laws of the Commonwealth of Massachusetts and one corporation organized
under the laws of Maryland, will be held jointly in Room 209, 2nd Floor, 1221
Avenue of the Americas, New York, New York 10020, on December 16, 2003 at 10:30
a.m., New York City time, for the following purposes:

1. For MORGAN STANLEY GOVERNMENT INCOME TRUST and MORGAN STANLEY
MUNICIPAL INCOME OPPORTUNITIES TRUST, to elect four Trustees to serve until
the year 2006 Annual Meeting of each Fund; and for MORGAN STANLEY INCOME
SECURITIES INC., to elect ten Directors to serve until the year 2004 Annual
Meeting, or in each case, until their successors shall have been elected
and qualified.

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

Shareholders of record of each Fund as of the close of business on October
31, 2003 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

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

MARY E. MULLIN
Secretary
November 7, 2003
New York, New York

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IMPORTANT

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

MORGAN STANLEY GOVERNMENT INCOME TRUST
MORGAN STANLEY INCOME SECURITIES INC.
MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST

1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020

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

JOINT PROXY STATEMENT

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

ANNUAL MEETINGS OF SHAREHOLDERS

DECEMBER 16, 2003

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees/Directors (the "Board(s)") of MORGAN STANLEY
GOVERNMENT INCOME TRUST ("GVT"), MORGAN STANLEY INCOME SECURITIES INC. ("ICB")
and MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST ("OIA") (individually, a
"Fund" and, collectively, the "Funds") for use at the Annual Meetings of
Shareholders of the Funds to be held jointly on December 16, 2003 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this Proxy
Statement is expected to be made on or about November 11, 2003.

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

Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 31, 2003, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On October 31, 2003, there were outstanding 35,087,795
shares of beneficial interest of GVT, 10,894,012 shares of common stock of ICB
and 20,736,669 shares of beneficial interest of OIA outstanding, all with $0.01
par value. No person was known to own as much as 5% of the outstanding shares
of any of the Funds on that date. The percentage ownership of shares of each
Fund changes from time to time depending on purchases and sales by Shareholders
and the total number of shares outstanding.

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

employ Alamo or D.F. King & Co., Inc. ("D.F. King") as proxy solicitor if it
appears that the required number of votes to achieve quorum will not be
received. In the event of a solicitation by Alamo or D.F. King, each Fund would
pay the solicitor a project management fee not to exceed $3,000 and the
expenses outlined below.

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

In certain instances, Morgan Stanley Trust, Alamo and/or D.F. King may
call Shareholders to ask if they would be willing to have their votes recorded
by telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any proposal other than to refer to the
recommendations of the Board. The Funds have been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet, will be the last vote that is counted and will revoke all previous
votes by the Shareholder. With respect to reminder calls by Alamo, expenses
would be approximately $1.00 per outbound telephone contact. With respect to
the solicitation of a telephonic vote by Alamo or D.F. King, approximate
additional expenses range between $3.75 and $6.00 per telephone vote
transacted, $2.75 and $3.25 per outbound or inbound telephone contact and costs
relating to obtaining Shareholders' telephone numbers and providing additional
materials upon Shareholder request, which would be borne by each respective
Fund.

(1) ELECTION OF TRUSTEES/DIRECTORS FOR EACH FUND

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

ICB --
GVT, OIA Until the year 2004
Until the year 2006 Annual Meeting Annual Meeting
------------------------------------ -----------------------
Wayne E. Hedien Michael Bozic
Manuel H. Johnson Charles A. Fiumefreddo
Joseph J. Kearns Edwin J. Garn
Fergus Reid Wayne E. Hedien
James F. Higgins
Manuel H. Johnson
Joseph J. Kearns
Michael E. Nugent
Philip J. Purcell
Fergus Reid

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

The nominees of the Boards of Trustees/Directors for election as
Trustee/Director are listed below. It is the intention of the persons named in
the enclosed form of proxy, unless instructed by proxy to withhold authority to
vote for the nominees, to vote all validly executed proxies for the election of
these nominees: for GVT and OIA--Wayne E. Hedien, Manuel H. Johnson, Joseph J.
Kearns and Fergus Reid; for ICB--Michael Bozic, Charles A. Fiumefreddo, Edwin
J. Garn, Wayne E. Hedien, James F. Higgins, Manuel H. Johnson, Joseph J.
Kearns, Michael E. Nugent, Philip J. Purcell and Fergus Reid. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Boards may recommend or, in the case of an Independent
Trustee/Director nominee, as the Independent Trustees/Directors of each Fund
may recommend. All of the nominees have consented to being named in this Proxy
Statement and to serve if elected. The Funds know of no reason why any of the
said nominees would be unable or unwilling to accept nomination or election.
With respect to each Fund, the election of each Trustee/Director requires the
approval of a majority of the shares of the Fund represented and entitled to
vote at the Meeting.

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

The Boards of GVT and OIA previously determined that any nominee for
election as Trustee for each Fund will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson, Kearns and
Reid; and Class III--Messrs. Garn, Nugent and Purcell. Each nominee will, if
elected, serve a term of up to approximately three years running for the period
assigned to that class and terminating at the date of the Annual Meeting of
Shareholders so designated by the Boards, or any adjournments thereof. As a
consequence of this method of election, the replacement of a majority of each
of the Boards could be delayed for up to two years. In accordance with the
above, the Trustees in Class II for GVT and OIA are standing for election at
this Meeting and, if elected, will serve until the year 2006 Annual Meeting for
each Fund as set forth above, or in each case, until their successors shall
have been elected and qualified.

Pursuant to the provisions of the Articles of Incorporation of ICB, the
terms of office of each Director will expire each year. Therefore, all of the
Directors of the Fund, if elected, will serve until the year 2004 Annual
Meeting of ICB, or until their successors shall have been elected and
qualified.

The Board of each Fund consists of ten trustees/directors. These same
individuals also serve as directors or trustees for all of the funds advised by
the Investment Manager (the "Retail Funds") and certain of the funds advised by
Morgan Stanley Investment Management Inc., Morgan Stanley Investments LP and
Morgan Stanley AIP GP LP (the "Institutional Funds"). The table below sets
forth the following information as of July 31, 2003, regarding the nominees for
election as Trustee/Dierctor, and each of the other Trustees /Directors (both
the Independent Trustees/Directors and the Interested Trustees/Directors), as
well as the executive officers of the Funds, their term of office and length of
time served, their principal business occupations during the past five years,
the number of portfolios in the Fund Complex (defined below) overseen by each
Trustee/Director or nominee Trustee/Director, and other directorships, if any,
held by the Trustees/Directors. The Fund Complex includes all open-end and
closed-end funds (including all of their portfolios) advised by the Investment
Advisor and any funds that have an investment advisor that is an affiliated
person of the Investment Advisor (including, but not limited to, Morgan Stanley
Investment Management Inc. and Morgan Stanley Investments LP).

INDEPENDENT TRUSTEES/DIRECTORS

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

Michael Bozic (62) Trustee/ Since
c/o Mayer, Brown, Rowe Director April 1994
& Maw LLP
Counsel to the
Independent
Trustees/Directors
1675 Broadway
New York, NY

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

Wayne E. Hedien (69) Trustee/ Since
c/o Mayer, Brown, Rowe Director September
& Maw LLP 1997
Counsel to the
Independent
Trustees/Directors
1675 Broadway
New York, NY

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

Michael Bozic (62) Retired; Director or Trustee of the 216 Director of Weirton Steel
c/o Mayer, Brown, Rowe Retail Funds and TCW/DW Term Corporation.
& Maw LLP Trust 2003 (since April 1994) and the
Counsel to the Institutional Funds (since July 2003);
Independent formerly Vice Chairman of Kmart
Trustees/Directors Corporation (December 1998-October
1675 Broadway 2000), Chairman and Chief Executive
New York, NY Officer of Levitz Furniture
Corporation (November 1995-
November 1998) and President
and Chief Executive Officer of
Hills Department Stores
(May 1991-July 1995); formerly
variously Chairman, Chief Executive
Officer, President and Chief Operating
Officer (1987-1991) of the Sears
Merchandise Group of Sears,
Roebuck & Co.

Edwin J. Garn (71) Director or Trustee of the Retail 216 Director of Franklin
c/o Summit Ventures LLC Funds and TCW/DW Term Trust 2003 Covey (time management
1 Utah Center (since January 1993) and the systems), BMW Bank of
201 S. Main Street Institutional Funds (since July 2003); North America, Inc.
Salt Lake City, UT member of the Utah Regional (industrial loan
Advisory Board of Pacific Corp., corporation), United
formerly United States Senator Space Alliance (joint
(R-Utah) (1974-1992) and Chairman, venture between Lockheed
Senate Banking Committee Martin and the Boeing
(1980-1986), Mayor of Salt Lake City, Company) and Nuskin
Utah (1971-1974), Astronaut, Space Asia Pacific (multilevel
Shuttle Discovery (April 12-19, 1985), marketing); member of the
and Vice Chairman, Huntsman board of various civic and
Corporation (chemical company). charitable organizations.

Wayne E. Hedien (69) Retired; Director or Trustee of the 216 Director of The PMI
c/o Mayer, Brown, Rowe Retail Funds and TCW/DW Term Group Inc. (private
& Maw LLP Trust 2003 (since September 1997) mortgage insurance);
Counsel to the and the Institutional Funds (since Trustee and Vice
Independent July 2003); formerly associated with Chairman of The Field
Trustees/Directors the Allstate Companies (1966-1994), Museum of Natural
1675 Broadway most recently as Chairman of History; director of
New York, NY The Allstate Corporation various other business and
(March 1993-December 1994) and charitable organizations.
Chairman and Chief Executive Officer
of its wholly-owned subsidiary,
Allstate Insurance Company
(July 1989-December 1994).

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* This is the earliest date the Trustee/Director began serving the Retail
Funds. Each Trustee/Director serves an indefinite term, until his or her
successor is elected.

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

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

Dr. Manuel H. Johnson (54) Trustee/ Since July
c/o Johnson Smick Director 1991
International, Inc.
2099 Pennsylvania Avenue
N.W.
Suite 950
Washington, D.C.

Joseph J. Kearns (61) Trustee/ Since July
PMB754 Director 2003
23852 Pacific Coast
Highway
Malibu, CA

Michael E. Nugent (67) Trustee/ Since July
c/o Triumph Capital, L.P. Director 1991
445 Park Avenue
New York, NY

Fergus Reid (71) Trustee/ Since July
85 Charles Colman Blvd. Director 2003
Pawling, NY

Dr. Manuel H. Johnson (54) Chairman of the Audit Committee 216 Director of NVR, Inc.
c/o Johnson Smick and Director or Trustee of the Retail (home construction);
International, Inc. Funds and TCW/DW Term Trust 2003 Chairman and Trustee of
2099 Pennsylvania Avenue (since July 1991) and the Institutional the Financial Accounting
N.W. Funds (since July 2003); Senior Foundation (oversight
Suite 950 Partner, Johnson Smick International, organization of the
Washington, D.C. Inc., a consulting firm; Co- Chairman Financial Accounting
and a founder of the Group of Seven Standards Board);
Council (G7C), an international Director of RBS
economic commission; formerly Vice Greenwich Capital
Chairman of the Board of Governors Holdings (financial holding
of the Federal Reserve System and company).
Assistant Secretary of the U.S.
Treasury.

Joseph J. Kearns (61) Deputy Chairman of the Audit 217 Director of Electro Rent
PMB754 Committee and Director or Trustee of Corporation (equipment
23852 Pacific Coast the Retail Funds and TCW/DW Term leasing), The Ford Family
Highway Trust 2003 (since July 2003) and Foundation, and the
Malibu, CA the Institutional Funds (since UCLA Foundation.
August 1994); previously Chairman
of the Audit Committee of the
Institutional Funds (October 2001-
July 2003); President, Kearns &
Associates LLC (investment
consulting); formerly CFO of the
J. Paul Getty Trust.

Michael E. Nugent (67) Chairman of the Insurance Committee 216 Director of various
c/o Triumph Capital, L.P. and Director or Trustee of the Retail business organizations.
445 Park Avenue Funds and TCW/DW Term Trust 2003
New York, NY (since July 1991) and the Institutional
Funds (since July 2001); General
Partner of Triumph Capital, L.P., a
private investment partnership;
formerly Vice President, Bankers
Trust Company and BT Capital
Corporation (1984-1988).

Fergus Reid (71) Chairman of the Governance 217 Trustee and Director of
85 Charles Colman Blvd. Committee and Director or Trustee of certain investment
Pawling, NY the Retail Funds and TCW/DW Term companies in the
Trust 2003 (since July 2003) and the JPMorgan Funds complex
Institutional Funds (since June 1992); managed by JP Morgan
Chairman of Lumelite Plastics Investment Management
Corporation. Inc.

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* This is the earliest date the Trustee/Director began serving the Retail
Funds. Each Trustee/Director serves an indefinite term, until his or her
successor is elected.

INTERESTED TRUSTEES/DIRECTORS

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

Charles A. Fiumefreddo (70) Chairman of Since July
c/o Morgan Stanley Trust the Board 1991
Harborside Financial Center, and
Plaza Two, Trustee/
Jersey City, NJ Director

James F. Higgins (55) Trustee/ Since June
c/o Morgan Stanley Trust Director 2000
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Philip J. Purcell (60) Trustee/ Since
1585 Broadway Director April 1994
New York, NY

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

Charles A. Fiumefreddo (70) Chairman and Director or Trustee of 216 None
c/o Morgan Stanley Trust the Retail Funds and TCW/DW Term
Harborside Financial Center, Trust 2003 (since July 1991) and the
Plaza Two, Institutional Funds (since July 2003);
Jersey City, NJ formerly Chief Executive Officer of
the Retail Funds and the TCW/DW
Term Trust 2003 (until
September 2002).

James F. Higgins (55) Director or Trustee of the Retail 216 Director of AXA
c/o Morgan Stanley Trust Funds and TCW/DW Term Trust 2003 Financial, Inc. and The
Harborside Financial Center, (since June 2000) and the Institutional Equitable Life Assurance
Plaza Two, Funds (since July 2003); Senior Society of the United
Jersey City, NJ Advisor of Morgan Stanley (since States (financial services).
August 2000); Director of the
Distributor and Dean Witter Realty
Inc.; previously President and Chief
Operating Officer of the Private
Client Group of Morgan Stanley
(May 1999-August 2000), and
President and Chief Operating Officer
of Individual Securities of Morgan
Stanley (February 1997-May 1999).

Philip J. Purcell (60) Director or Trustee of the Retail 216 Director of American
1585 Broadway Funds and TCW/DW Term Trust 2003 Airlines Inc. and its parent
New York, NY (since April 1994) and the company, AMR
Institutional Funds (since July 2003); Corporation.
Chairman of the Board of Directors
and Chief Executive Officer of
Morgan Stanley and Morgan Stanley
DW Inc.; Director of the Distributor;
Chairman of the Board of Directors
and Chief Executive Officer of Novus
Credit Services Inc.; Director and/or
officer of various Morgan Stanley
subsidiaries.

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* This is the earliest date the Trustee/Director began serving the Retail
Funds. Each Trustee/Director serves an indefinite term, until his or her
successor is elected.

OFFICERS OF THE FUNDS

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

Mitchell M. Merin (50) President Since May 1999
1221 Avenue of the Americas
New York, NY

Barry Fink (48) Vice President and Since February 1997
1221 Avenue of the Americas General Counsel
New York, NY

Ronald E. Robison (64) Executive Vice Since April 2003
1221 Avenue of the Americas President and
New York, NY Principal Executive
Officer

Joseph J. McAlinden (60) Vice President Since July 1995
1221 Avenue of the Americas
New York, NY

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

Mitchell M. Merin (50) President and Chief Operating Officer of Morgan Stanley
1221 Avenue of the Americas Investment Management Inc.; President, Director and Chief
New York, NY Executive Officer of the Investment Manager and Morgan
Stanley Services; Chairman, Chief Executive Officer and
Director of the Distributor; Chairman and Director of the
Transfer Agent; Director of various Morgan Stanley
subsidiaries; President of Morgan Stanley Investments LP
(since February 2003); President of the Institutional Funds
(since July 2003) and President of the Retail Funds and
TCW/DW Term Trust 2003 (since May 1999); Trustee (since
July 2003) and President (since December 2002) of the Van
Kampen Closed-End Funds; Trustee (since May 1999) and
President (since October 2002) of the Van Kampen
Open-End Funds.

Barry Fink (48) General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment
New York, NY Management; Managing Director (since December 2000),
Secretary (since February 1997) and Director (since
July 1998) of the Investment Manager and Morgan Stanley
Services; Assistant Secretary of Morgan Stanley DW; Chief
Legal Officer of Morgan Stanley Investments LP (since
July 2002); Vice President of the Institutional Funds (since
July 2003); Vice President and Secretary of the Distributor;
previously Secretary of the Retail Funds (February 1997-
July 2003); previously Vice President and Assistant General
Counsel of the Investment Manager and Morgan Stanley
Services (February 1997-December 2001).

Ronald E. Robison (64) Chief Global Operations Officer and Managing Director of
1221 Avenue of the Americas Morgan Stanley Investment Management Inc.; Managing
New York, NY Director of Morgan Stanley & Co. Incorporated; Managing
Director of Morgan Stanley; Managing Director, Chief
Administrative Officer and Director of the Investment
Manager and Morgan Stanley Services; Chief Executive
Officer and Director of the Transfer Agent; Executive Vice
President and Principal Executive Officer of the Institutional
Funds (since July 2003) and the TCW/DW Term Trust 2003
(since April 2003); previously President of the Institutional
Funds (March 2001-July 2003) and Director of the
Institutional Funds (March 2001-July 2003).

Joseph J. McAlinden (60) Managing Director and Chief Investment Officer of the
1221 Avenue of the Americas Investment Manager, Morgan Stanley Investment
New York, NY Management Inc. and Morgan Stanley Investments LP;
Director of the Transfer Agent, Chief Investment Officer of
the Van Kampen Funds; Vice President of the Institutional
Funds (since July 2003) and the Retail Funds (since
July 1995).

----------
* This is the earliest date the Officer began serving the Retail Funds.
Each Officer serves an indefinite term, until his or her successor is
elected.

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

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

Stefanie V. Chang (36) Vice President Since July 2003
1221 Avenue of the Americas
New York, NY

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

Thomas F. Caloia (57) Vice President Since July 2003
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Mary E. Mullin (36) Secretary Since July 2003
1221 Avenue of the Americas
New York, NY

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

Stefanie V. Chang (36) Executive Director of Morgan Stanley & Co. and Morgan
1221 Avenue of the Americas Stanley Investment Management Inc. and Vice President of
New York, NY the Institutional Funds (since December 1997) and the Retail
Funds (since July 2003); formerly practiced law with the
New York law firm of Rogers & Wells (now Clifford
Chance LLP).

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

Thomas F. Caloia (57) Executive Director (since December 2002) and Assistant
c/o Morgan Stanley Trust Treasurer of the Investment Manager, the Distributor and
Harborside Financial Center, Morgan Stanley Services; previously Treasurer of the Retail
Plaza Two, Funds (April 1989-July 2003); formerly First Vice President
Jersey City, NJ of the Investment Manager, the Distributor and Morgan
Stanley Services.

Mary E. Mullin (36) Vice President of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas Morgan Stanley Investment Management Inc.; Secretary of
New York, NY the Institutional Funds (since June 1999) and the Retail
Funds (since July 2003); formerly practiced law with the New
York law firms of McDermott, Will & Emery and Skadden,
Arps, Slate, Meagher & Flom LLP.

----------
* This is the earliest date the Officer began serving the Retail Funds.
Each Officer serves an indefinite term, until his or her successor is
elected.

For each Trustee/Director, the dollar range of equity securities
beneficially owned by the Trustee/Director in the Funds and in the Family of
Investment Companies (Family of Investment Companies includes all of the
registered investment companies advised by the Investment Manager) for the
period ended September 30, 2003 is shown below. Messrs. Kearns and Reid did not
serve as Trustees of the Funds during the period ended July 31, 2003.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS BY TRUSTEE/DIRECTOR IN FAMILY OF INVESTMENT
NAME OF TRUSTEE/DIRECTOR (AS OF JULY 31, 2003) COMPANIES (AS OF JULY 31, 2003)
-------------------------- ------------------------------------------------ -----------------------------------------------

INDEPENDENT:
Michael Bozic none over $100,000
Edwin J. Garn none over $100,000
Wayne E. Hedien none over $100,000
Dr. Manuel H. Johnson none over $100,000
Joseph J. Kearns none over $100,000
Michael E. Nugent none over $100,000
Fergus Reid none over $100,000

INTERESTED:
Charles A. Fiumefreddo none over $100,000
James F. Higgins none over $100,000
Philip J. Purcell $1 - $10,000 over $100,000

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

THE INDEPENDENT TRUSTEES/DIERCTORS AND THE COMMITTEES

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

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

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; reviewing the adequacy of each Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. All of the members of the Audit Committee are independent as defined in
the New York Stock Exchange Corporate

Governance Standards for audit committees. The Audit Committee currently
consists of Messrs. Johnson, Bozic, Hedien, Garn, Kearns, Nugent and Reid.
Messrs. Kearns and Reid were appointed to the Audit Committee on July 31, 2003.

The Board of the Retail Funds have a Governance Committee to (i) monitor
and make recommendations on corporate governance matters and Board/Committee
policies and procedures; and (ii) oversee the periodic evaluations of the Board
and any committees. The Governance Committee consists of Messrs. Reid, Bozic
and Garn. The Governance Committee was established on July 31, 2003. No
meetings were held during the Fund's fiscal year ended September 30, 2003 (GVT
and ICB) and May 31, 2003 (OIA).

Finally, the Board of the Retail Funds have formed an Insurance Committee
to review and monitor the insurance coverage maintained by the Funds. The
Insurance Committee currently consists of Messrs. Nugent, Fiumefreddo and
Hedien.

The following chart sets forth the number of meetings of the Retail Board,
the Audit Committee, the Committee of the Independent Trustees/Directors, the
Derivatives Committee and the Insurance Committee of each Fund during its most
recent fiscal year. No Trustee/Director attended fewer than 75% of the meetings
of the Retail Board, the Audit Committee, the Independent Trustees/Directors,
the Derivatives Committee or the Insurance Committee held while he served in
such positions.

NUMBER OF RETAIL BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR(1)

COMMITTEE
RETAIL OF THE
BOARD OF INDEPENDENT
TRUSTEES/ TRUSTEES/ AUDIT INSURANCE
FISCAL DIRECTORS DIRECTORS COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS
-------------- ---------- ----------- ------------ ----------- ----------

GVT .......... 9/30/03 7 9 7 2
ICB .......... 9/30/03 7 9 7 2
OIA .......... 5/31/03 6 9 8 1

----------
(1) The Governance Committee was established on July 31, 2003. No meetings
were held during each Fund's last fiscal year.

AUDIT COMMITTEE REPORT

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

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

The Audit Committee

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

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

The Independent Trustees/Directors and the funds' management believe that
having the same Independent Trustees for each of the Retail Funds and
Institutional Funds avoids the duplication of effort that would arise from
having different groups of individuals serving as Independent Trustees for each
of the funds or even of sub-groups of funds. They believe that having the same
individuals serve as Independent Trustees of all the Retail Funds and
Institutional Funds tends to increase their knowledge and expertise regarding
matters which affect the Fund Complex generally and enhances their ability to
negotiate on behalf of each fund with the fund's service providers. This
arrangement also precludes the possibility of separate groups of Independent
Trustees arriving at conflicting decisions regarding operations and management
of the funds and avoids the cost and confusion that would likely ensue.
Finally, having the same Independent Trustees serve on all fund boards enhances
the ability of each fund to obtain, at modest cost to each separate fund, the
services of Independent Trustees of the caliber, experience and business acumen
of the individuals who serve as Independent Trustees of the Retail Funds and
Institutional Funds.

SHARE OWNERSHIP BY TRUSTEES/DIRECTORS

The Trustees/Directors have adopted a policy pursuant to which each
Trustee/Director and/or his or her spouse is required to invest at least
$100,000 in any of the funds in the Morgan Stanley Retail and Institutional
Funds on whose boards the Trustee/Director serves. In addition, the policy
contemplates that the Trustees/Directors will, over time, increase their
aggregate investment in the Funds above the $100,000 minimum requirement. The
Trustees/Directors may allocate their investments among specific funds in any
manner they determine is appropriate based on their individual investment
objectives. Any new Trustee/Director will be

given a one year period following his or her election within which to comply
with the foregoing. As of the date of this Proxy Statement, each
Trustee/Director is in compliance with the policy. As of September 30, 2003,
the total value of the investments by the Trustees/Directors and/or their
spouses in shares of the Morgan Stanley Retail Funds and Institutional Funds
was approximately $58 million.

As of the Record Date for these Meetings, the aggregate number of shares
of each Fund owned by the Funds' officers and Trustees/Directors as a group was
less than 1 percent of each Fund's outstanding shares.

COMPENSATION OF INDEPENDENT TRUSTEES/DIRECTORS

Effective August 1, 2003, each Independent Trustee/Director receives an
annual retainer fee of $168,000 for serving the Retail Funds and Institutional
Funds. In addition, each Independent Trustee/Director receives $2,000 for
attending each of the four quarterly board meetings and two performance
meetings that occur each year. The Chairman of the Audit Committee receives an
additional annual retainer fee of $60,000. Other Committee Chairmen and the
Deputy Chairman of the Audit Committee receive an additional annual retainer
fee of $30,000. The aggregate compensation paid to each Independent
Trustee/Director is paid by the Retail Funds and Institutional Funds, and is
allocated on a pro rata basis among each of the operational funds/portfolios of
the Retail Funds and Institutional Funds based on the relative net assets of
each of the funds/portfolios of the Retail Funds and Institutional Funds.

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

The Funds also reimburse such Trustees/Directors for travel and other
out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees/Directors and officers of the Funds who are or have been
employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Funds for their services as
Trustee/Director. The Funds pay Mr. Fiumefreddo an annual fee for his service
as Chairman of the Board and for administrative services provided to the Board
of Trustees/Directors.

The following tables illustrate the compensation that the Funds paid to
its Trustees/Directors for the fiscal year ended September 30, 2003 (GVT and
ICB) and May 31, 2003 (OIA). Messrs. Kearns and Reid began serving as
Trustees/Directors of the Funds on July 31, 2003 and therefore did not receive
compensation from OIA during that Fund's last fiscal year.

FUND COMPENSATION

NAME OF TRUSTEE/DIRECTOR GVT ICB OIA
--------------------------------- --------- --------- ---------

Michael Bozic ................... $1,355 $1,262 $ 1,750
Edwin J. Garn ................... 1,355 1,262 1,750
Wayne E. Hedien ................. 1,355 1,262 1,700
Dr. Manuel H. Johnson ........... 1,806 1,683 2,450
Joseph J. Kearns ................ 220 112 --
Michael E. Nugent ............... 1,679 1,571 2,250
Fergus Reid ..................... 220 112 --
Charles A. Fiumefreddo .......... 4,007 3,854 2,922

The following table illustrates the compensation paid to the Funds'
Trustees/Directors for the calendar year ended December 31, 2002 for services
to the Morgan Stanley Retail Funds (consisting of 123 portfolios) that were in
operation at December 31, 2002. None of the Funds' Trustees/Directors received
compensation from any other funds in the Fund Complex during the calendar year
ended December 31, 2002, except for Messrs. Nugent who received compensation
for service as Director/Trustee to 13 Institutional Funds (consisting of 90
portfolios). Messers. Kearns and Reid began serving as Director/Trustee of the
Morgan Stanley Retail Funds on July 31, 2003, and did not receive compensation
from the Morgan Stanley Retail Funds for the calendar year ended December 31,
2002. Amounts shown in the table below for Messrs. Kearns and Reid reflect
compensation received for their service as Director/Trustee to 14 Institutional
Funds (consisting of 91 portfolios) during the calendar year ended December 31,
2002. The compensation below includes attendance at the Derivative Committee
meetings, four of which were held during the last fiscal year for OIA and three
of which were held during the last fiscal year of GVT and ICB. The Derivatives
Committee was eliminated on July 31, 2003.

CASH COMPENSATION FROM THE MORGAN STANLEY FUND COMPLEX

TOTAL CASH
COMPENSATION
FOR SERVICES TO THE
MORGAN STANLEY
NAME OF TRUSTEE/DIRECTOR FUND COMPLEX
-------------------------------------------------- --------------------

Michael Bozic .................................... $159,650
Edwin J. Garn .................................... 159,650
Wayne E. Hedien .................................. 158,950
Dr. Manuel H. Johnson ............................ 226,063
Joseph J. Kearns* ................................ 95,500
Michael E. Nugent ................................ 296,475
Fergus Reid* ..................................... 95,500
Charles A. Fiumefreddo ........................... 360,000

----------
* Messrs. Kearns and Reid began serving the Retail Board on July 31, 2003.
Amounts shown in the table above include certain amounts deferred by
Messrs. Kearns and Reid during their service on the Board of the
Institutional Funds in connection with a deferred fee arrangement
pursuant to which Messrs. Kearns and Reid may defer to a later date the
receipt of Trustee/Director fees. The cumulative amounts deferred by
Messrs. Kearns and Reid were $274,204 and $454,541, respectively.

As of December 31, 2002, 49 of the Morgan Stanley Retail Funds, including
the Funds, have adopted a retirement program under which an Independent
Director/Trustee who retires after serving for at least five

years (or such lesser period as may be determined by the Board) as an
Independent Director/Trustee of any Morgan Stanley Retail Funds that have
adopted the retirement program (each such Fund referred to as an "Adopting
Fund" and each such director/trustee referred to as an "Eligible
Trustee/Director") is entitled to retirement payments upon reaching the
eligible retirement age (normally, after attaining age 72). Annual payments are
based upon length of service.

Currently, upon retirement, each Eligible Trustee/Director is entitled to
receive from the Adopting Fund, commencing as of his or her retirement date and
continuing for the remainder of his or her life, an annual retirement benefit
(the "Regular Benefit") equal to 30.22% of his or her Eligible Compensation
plus 0.5036662% of such Eligible Compensation for each full month of service as
an independent director/trustee of any Adopting Fund in excess of five years up
to a maximum of 60.44% after ten years of service. The foregoing percentages
may be changed by the Board.(1) "Eligible Compensation" is one-fifth of the
total compensation earned by such Eligible Trustee/Director for service to the
Adopting Fund in the five year period prior to the date of the Eligible
Trustee's/Director's retirement. Benefits under the retirement program are
accrued as expenses by the Adopting Funds. Such benefits are not secured or
funded by the Adopting Funds.

The following tables illustrate the retirement benefits accrued to the
Trusts' Independent Trustees/Directors for the fiscal year ended September 30,
2003 (GVT and ICB) and May 31, 2003 (OIA) and by the 49 Morgan Stanley Retail
Funds (including the Funds) for the calendar year ended December 31, 2002, and
the estimated retirement benefits for the Independent Trustees/Directors, to
commence upon their retirement, from the Funds as of each Fund's last fiscal
year and from the 49 Morgan Stanley Retail Funds as of December 31, 2002. For
the calendar year ended December 31, 2002, no retirement benefits were accrued
to the Independent Trustees/Directors from any other funds in the Fund Complex.
Messrs. Kearns and Reid did not serve as Trustees/Directors during the last
calendar year and therefore did not accrue any retirement benefits. Furthermore,
as of the date of this Proxy Statement, Messrs. Kearns and Reid do not
participate in the retirement program.

RETIREMENT BENEFITS FROM THE FUNDS AND ALL MORGAN STANLEY RETAIL FUNDS

FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED
CREDITED YEARS ESTIMATED
OF SERVICE AT PERCENTAGE OF
RETIREMENT ELIGIBLE
NAME OF INDEPENDENT TRUSTEE/DIRECTOR (MAXIMUM 10) COMPENSATION
-------------------------------------- ---------------- --------------

Michael Bozic ........................ 10 60.44%
Edwin J. Garn ........................ 10 60.44
Wayne E. Hedien ...................... 9 51.37
Dr. Manuel H. Johnson ................ 10 60.44
Michael E. Nugent .................... 10 60.44

----------
1 An Eligible Trustee/Director may elect alternative payments of his or her
retirement benefits based upon the combined life expectancy of the Eligible
Trustee/Director and his or her spouse on the date of such Eligible
Trustee's/Director's retirement. In addition, the Eligible Trustee/Director
may elect that the surviving spouse's periodic payment of benefits will be
equal to a lower percentage of the periodic amount when both spouses were
alive. The amount estimated to be payable under this method, through the
remainder of the later of the lives of the Eligible Trustee/Director and
spouse, will be the actuarial equivalent of the Regular Benefit.

RETIREMENT BENEFITS ACCRUED AS EXPENSES
---------------------------------------------
BY BY BY BY ALL
NAME OF INDEPENDENT TRUSTEE/DIRECTOR GVT ICB OIA ADOPTING FUNDS
-------------------------------------- ------- ------- ------- ---------------

Michael Bozic ........................ $405 $405 $397 $18,457
Edwin J. Garn ........................ 675 675 637 23,881
Wayne E. Hedien ...................... 800 800 757 34,473
Dr. Manuel H. Johnson ................ 401 401 396 19,803
Michael E. Nugent .................... 705 705 691 32,362

ESTIMATED ANNUAL BENEFITS UPON RETIREMENT(2)
------------------------------------------------
FROM FROM FROM FROM ALL
NAME OF INDEPENDENT TRUSTEE/DIRECTOR GVT ICB OIA ADOPTING FUNDS
-------------------------------------- -------- -------- -------- ---------------

Michael Bozic ........................ $ 997 $ 997 $ 997 $47,838
Edwin J. Garn ........................ 990 990 984 47,878
Wayne E. Hedien ...................... 853 853 843 40,842
Dr. Manuel H. Johnson ................ 1,451 1,451 1,451 70,050
Michael E. Nugent .................... 1,299 1,299 1,299 62,646

----------
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1) on
page 16.

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

THE INVESTMENT MANAGER OR INVESTMENT ADVISOR

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

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

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

Morgan Stanley Investment Advisors and its wholly-owned subsidiary, Morgan
Stanley Services, serve in various investment management, advisory, management
and administrative capacities to investment companies and pension plans and
other institutional and individual investors.

Morgan Stanley Investment Advisors' wholly-owned subsidiary, Morgan
Stanley Services, pursuant to an Administration Agreement with OIA, serves as
the Administrator of OIA. The address of Morgan Stanley Services is 1221 Avenue
of the Americas, New York, New York 10020.

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES PAID BY THE FUNDS

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of GVT and
ICB for their respective fiscal years ended September 30, 2003, and for OIA for
its fiscal year ended May 31, 2003, were $27,000, $27,000 and $28,000,
respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no professional services rendered by Deloitte & Touche LLP to
the Funds, the investment advisor, or affiliated entities that provide services
to the Funds during their most recent fiscal years ended, relating to financial
information systems design and implementation.

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Funds, the investment advisor
and to affiliated entities that provided services to the Funds amounted to
approximately $3 million, of which approximately $2 million related to fees for
attestation services such as comfort letters and consents related to SEC and
other registration statements, agreed upon procedures and consultation on
accounting standards and approximately $1 million related to fees for services
such as tax and regulatory consultation, tax return preparation and compliance
and approximately $38,000 related to services for improving business and
operational processes.

The Audit Committee of each of the Funds considered whether Deloitte &
Touche LLP's provision of non-audit services is compatible with maintaining
their independence.

ADDITIONAL INFORMATION

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

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received no later than
July 15, 2004 for GVT, ICB and OIA, for inclusion in the proxy statement and
proxy for that meeting. The mere submission of a proposal does not guarantee
its inclusion in the proxy materials or its presentation at the meeting.
Certain rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

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

INTEREST OF CERTAIN PERSONS

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

OTHER BUSINESS

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

By Order of the Boards of Trustees/Directors

MARY E. MULLIN
Secretary

APPENDIX

CHARTER
OF THE
AUDIT COMMITTEE
OF THE
MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

AS ADOPTED ON JULY 31, 2003

The Board of Directors/Trustees of the investment companies advised or
managed by Morgan Stanley Investment Advisors Inc., Morgan Stanley Investment
Management Inc., Morgan Stanley Investments LP and Morgan Stanley AIP GP LP
listed on the attached Exhibit 1 (each a "Fund" and, collectively, the "Funds")
has adopted and approved this charter for the audit committee of the Board of
each Fund (the "Audit Committee").

1. Structure And Membership of the Audit Committee

1.01. Independent Directors and Trustees

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

1.02. Financially Literate

Each member of the Audit Committee shall be "financially literate," as
such term is interpreted by the Fund's Board in its business judgment.

1.03. Audit Committee Financial Expert

The Audit Committee shall determine whether at least one member of the
Audit Committee is an "audit committee financial expert," as that term is
defined in the General Instructions of Form N-SAR, sub-item 102P3(b)(6).

2. Auditor Independence

An independent public accounting firm may serve as a Fund's auditor (the
"Auditor") only if it complies with all of the following independence
requirements, subject to such exceptions, not prohibited by law, as the Audit
Committee may allow.

2.01. Independence Certification

(a) The Auditor shall: (i) at least annually, submit to the Audit
Committee a certification of its independence, delineating all relationships
between the Auditor and the Fund, consistent with Rule 2-01 of Regulation S-X
under the Securities Act of 1933 and Independence Standards Board Standard No.
1, and (ii) actively engage in a dialogue with the Audit Committee with respect
to any disclosed relationships or services that may affect the objectivity and
independence of such independent accountants, including relationships with or
services provided to the Fund's other service providers.

A-1

2.02. Employment Relationships

(a) "Cooling Off" Period

The lead partner, the concurring partner, and any other member of the
audit engagement team who provided more than ten hours of audit, review or
attest services for a Fund, may not accept a financial reporting oversight role
with any entity in the Fund Complex within one year after the commencement of
audit procedures for a Fund.

(b) Definitions

o "audit engagement team" means all partners, principals, shareholders
and professional employees participating in an audit, review, or
attestation engagement for any of the Funds, including audit partners
and all persons who consult with members of the team during the
engagement regarding technical or industry-specific issues,
transactions or events.

o "audit partner" means a partner of the Auditor who is a member of the
audit engagement team and has responsibility for decision-making on
significant audit, accounting and reporting matters that affect the
financial statements of a Fund or who maintains regular contact with
the Funds' management and the Audit Committee.

o "financial reporting oversight role" means a role in which a person
is in a position to, or does, exercise influence over the contents of
the financial statements of any of the Funds or anyone who prepares
them.

o "Fund Complex" includes the Funds, their investment advisor and
persons controlling, controlled by, or under common control with, the
investment adviser.

2.03. Partner Rotation

The lead partner and the concurring partner of the Auditor may not perform
any audit, review or attest services for a Fund after five consecutive years of
service for any entity in the Fund Complex and, after rotating out, may not
again provide audit services for any Fund until a "time-out" period of five
more years has elapsed.

Other audit partners are required to rotate out after seven years of
consecutive service for any entity in the Fund Complex and may not return until
after a two-year time-out period.

2.04. Compensation for Sales Activities

No audit partner, other than a specialty partner, of the Auditor may
receive compensation at any point during the engagement period based on the
procurement of engagements with any entity in the Fund Complex to provide any
products or services other than audit, review or attest services.

2.05. Prohibited Non-Audit Services

Neither the Auditor nor any person associated with the Auditor may provide
any of the following non-audit services to any of the Funds:

o bookkeeping or other services relating to the accounting records or
financial statements of a Fund;

o financial information systems design and implementation;

o appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;

A-2

o actuarial services;

o internal audit outsourcing services;

o management functions or human resources;

o broker or dealer, investment adviser, or investment banking services;

o legal and expert services unrelated to the audit;

o any other service that the Public Company Accounting Oversight Board
(the "PCAOB") determines, by regulation, is impermissible.

3. Registration with PCAOB

The Auditor must be registered with the PCAOB or become registered when
the PCAOB is prepared to accept registrations.

4. Regulatory Action

Promptly upon initiation against it of any inquiry or investigation by a
governmental authority the Auditor shall provide information to the Audit
Committee regarding any material issues raised in such inquiry or investigation
and any steps taken to deal with them.

5. Duties and Powers of Audit Committee

5.01. The Audit Committee shall have the duty and power to:

o make recommendations to the Board regarding selection of the
Auditor;

o oversee and evaluate the work of the Auditor;

o require the Auditor to report directly to the Audit Committee;

o determine the compensation of the Auditor for audit and non-audit
services provided to the Funds and decide whether to continue to
retain the services of the Auditor or to terminate them;

o pre-approve all audit, non-audit and attest services provided to
the Funds and any non-audit services provided to the investment
adviser of the Funds or to any other entity in the Fund Complex
as required by the Sarbanes-Oxley Act of 2002 (the "S-O Act") and
rules promulgated by the Securities and Exchange Commission (the
"SEC") under the S-O Act, or establish policies and procedures
pursuant to which any of such services is pre-approved (which are
attached hereto as Appendix B); provided that such policies and
procedures are detailed as to the particular service and do not
delegate any of the Audit Committee's responsibilities to
management but may delegate pre-approval authority to one or more
of its members (except with respect to the annual audit of each
Fund required by the Securities Exchange Act of 1934 (the
"Exchange Act")); and provided further, that pre-approval of
services may be waived pursuant to a de minimis exception allowed
by SEC rules, as construed by the Boards' independent counsel;

o consider whether any services rendered by the Auditor to the
investment adviser and other entities in the Fund Complex, which
were not pre-approved, is compatible with maintaining the
Auditor's independence;

o review the independence requirements applicable to the Auditor as
set forth in section 2 above to satisfy itself that the Auditor
is independent under the standards set forth therein;

A-3

o require the Auditor to report quarterly to the Audit Committee:
(a) all critical accounting policies and practices; (b) any
changes in accounting or auditing procedures, principles,
practices, standards or financial reporting; (c) any alternative
treatments of financial information within generally accepted
accounting principles that the Auditor has discussed with
management, the ramifications of the use of any such alternative
treatment or disclosure, and the treatment preferred by the
Auditor; (d) any material issues raised by the most recent
internal quality-control review, or peer review, of the Auditor,
or by inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more independent audits carried out by the Auditor, and any steps
taken to deal with any such issue; (e) any other written
communications between the Auditor and management, including any
management letter or schedule of unadjusted differences; and (f)
all non-audit services provided to a non-Fund entity in the Fund
Complex which were not pre-approved and associated fees; provided
that, if the report is not made within 90 days of the filing of a
Fund's financial statements with the SEC, the Auditor shall
provide an update of any changes;

o review and discuss with the Auditor: (a) matters required to be
communicated by the Auditor to the Audit Committee pursuant to
the Statement of Auditing Standards Nos. 61 and 90 and any other
standards established by the PCAOB; including, without
limitation, any adjustment to a Fund's financial statements
recommended by the Auditor, or any other results of any audit;
(b) any problems or difficulties encountered in the course of the
audit; and (c) any areas of substantial risk in accurate
reporting of financial results and operations of the Funds;

o review arrangements for annual and special audits and the scope
of such audits with the Fund's independent accountants;

o review and discuss the Fund's audited financial statements with
Fund management;

o review final drafts of closed-end Fund annual financial
statements, discuss with management and the Auditor and decide
whether to recommend that the statements, with or without any
revisions, be included in the Fund's annual report;

o to cause to be prepared and to review and submit any report,
including any recommendation of the Audit Committee, required by
SEC rules to be included in the Fund's proxy statement;

o review legal and regulatory matters presented by counsel and the
Fund's independent accountants that may have a material impact on
the Fund's financial statements;

o consider with the Auditor their comments with respect to the
quality and adequacy of the Fund's accounting and financial
reporting policies, practices and internal controls and
management's responses thereto, including, without limitation,
the effect on the Fund of any recommendation of changes in
accounting principles or practices by management or the Auditor;

o receive reports from the principal executive officer and the
principal financial officer, or persons performing similar
functions, regarding: (i) all significant deficiencies in the
design or operation of a Fund's internal controls that could
adversely affect the Fund's ability to record, process,
summarize, and report financial data and have identified for the
Auditor any material weaknesses in internal controls; (ii) any
fraud, whether or not material, that

A-4

involves Fund management or other employees who have a
significant role in the Fund's internal controls; and (iii)
whether or not there were significant changes in the Fund's
internal controls or in other factors that could significantly
affect the Fund's internal controls subsequent to the date of
their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses;

o establish procedures for the receipt, retention and treatment of
complaints received by a Fund regarding accounting, internal
accounting controls or auditing matters;

o establish procedures for the confidential, anonymous submission
by employees and officers of Funds of concerns regarding any
questionable accounting or audit matter (with such procedures to
be established upon the SEC's promulgation of final rules
governing such procedures pursuant to the S-O Act);

o establish procedures for the resolution of disagreements between
management of a Fund and the Fund's Auditor regarding financial
reporting;

o require inside and outside counsel to report to the Audit
Committee evidence of any material violation of securities law or
breach of fiduciary duty or similar violation by a Fund or any
agent of a Fund;

o report its actions to the Boards of Directors/Trustees of the
Funds, make and keep minutes of its meetings and provide copies
thereof to the Boards;

o perform such other functions consistent with this Audit Committee
Charter, the Fund's Articles of Incorporation, the Fund's
By-laws, or the Fund's partnership agreement, as applicable, and
applicable law, as the Audit Committee or the Board of
Directors/Trustees deems necessary or appropriate.

5.02. Authority to Engage Independent Counsel and Advisers

The Audit Committee is authorized to: (a) engage independent counsel,
which may also be counsel to the Funds' independent directors/trustees, and
other advisers, as it determines to be necessary to carry out its duties; and
(b) require the Funds to provide appropriate funding, as determined by the
Audit Committee, for payment of compensation to the Auditor, the independent
counsel and other advisers.

5.03. Scope of Audit Committee Responsibility

In fulfilling their responsibilities under this Audit Committee Charter,
it is recognized that members of the Audit Committee are not full-time
employees of the Fund. As such, it is not the duty or responsibility of the
Audit Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures. Each member of the Audit
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations inside and outside the Fund from which the Audit Committee
receives information and (ii) the accuracy of the financial and other
information provided to the Audit Committee by such persons or organizations,
absent actual knowledge to the contrary (which actual knowledge shall be
promptly reported to the Board of Directors/Trustees).

Fund management is responsible for maintaining appropriate systems for
accounting. The Auditor is responsible for conducting a proper audit of the
Fund's financial statements and is ultimately accountable to the Audit
Committee.

A-5

6. Meetings of the Audit Committee

The Audit Committee shall meet at least twice each calendar year,
including to approve the scope of the proposed audit of a Fund's financial
statements by the Auditors and to review the report of the Auditors following
such audit. The Audit Committee shall hold special meetings at such times as
the Audit Committee believes appropriate. Members of the Audit Committee may
participate in a meeting of the Audit Committee by means of conference call or
similar communications equipment by means of which all persons participating in
such meeting can hear each other.

7. Review of Charter

(a) The Audit Committee shall review and assess the adequacy of this
Charter annually.

(b) Any changes to this Charter must be recommended by the Audit
Committee and approved by the Board.

A-6

AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

AS ADOPTED JULY 31, 2003(1)

1. STATEMENT OF PRINCIPLES

The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.

The SEC has issued rules specifying the types of services that an
independent auditor may not provide to its audit client, as well as the audit
committee's administration of the engagement of the independent auditor. The
SEC's rules establish two different approaches to pre-approving services, which
the SEC considers to be equally valid. Proposed services either: may be
pre-approved without consideration of specific case-by-case services by the
Audit Committee ("general pre-approval"); or require the specific pre-approval
of the Audit Committee or its delegate ("specific pre-approval"). The Audit
Committee believes that the combination of these two approaches in this Policy
will result in an effective and efficient procedure to pre-approve services
performed by the Independent Auditors. As set forth in this Policy, unless a
type of service has received general pre-approval, it will require specific
pre-approval by the Audit Committee (or by any member of the Audit Committee to
which pre-approval authority has been delegated) if it is to be provided by the
Independent Auditors. Any proposed services exceeding pre-approved cost levels
or budgeted amounts will also require specific pre-approval by the Audit
Committee.

The appendices to this Policy describe the Audit, Audit-related, Tax and
All Other services that have the general pre-approval of the Audit Committee.
The term of any general pre-approval is 12 months from the date of
pre-approval, unless the Audit Committee considers and provides a different
period and states otherwise. The Audit Committee will annually review and
pre-approve the services that may be provided by the Independent Auditors
without obtaining specific pre-approval from the Audit Committee. The Audit
Committee will add to or subtract from the list of general pre-approved
services from time to time, based on subsequent determinations.

The purpose of this Policy is to set forth the policy and procedures by
which the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.

The Fund's Independent Auditors have reviewed this Policy and believes
that implementation of the Policy will not adversely affect the Independent
Auditors' independence.

----------
(1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
Procedures (the "Policy"), adopted as of the date above, supercedes and
replaces all prior versions that may have been adopted from time to time.

A-7

2. DELEGATION

As provided in the Act and the SEC's rules, the Audit Committee may
delegate either type of pre-approval authority to one or more of its members.
The member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the Audit Committee at its next
scheduled meeting

3. AUDIT SERVICES

The annual Audit services engagement terms and fees are subject to the
specific pre-approval of the Audit Committee. Audit services include the annual
financial statement audit and other procedures required to be performed by the
Independent Auditors to be able to form an opinion on the Fund's financial
statements. These other procedures include information systems and procedural
reviews and testing performed in order to understand and place reliance on the
systems of internal control, and consultations relating to the audit. The Audit
Committee will approve, if necessary, any changes in terms, conditions and fees
resulting from changes in audit scope, Fund structure or other items.

In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors
reasonably can provide. Other Audit services may include statutory audits and
services associated with SEC registration statements (on Forms N-1A, N-2, N-3,
N-4, etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix B.1.
All other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

4. AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Fund's
financial statements and, to the extent they are Covered Services, the Covered
Entities or that are traditionally performed by the Independent Auditors.
Because the Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor and is consistent with
the SEC's rules on auditor independence, the Audit Committee may grant general
pre-approval to Audit-related services. Audit-related services include, among
others, accounting consultations related to accounting, financial reporting or
disclosure matters not classified as "Audit services"; assistance with
understanding and implementing new accounting and financial reporting guidance
from rulemaking authorities; agreed-upon or expanded audit procedures related
to accounting and/or billing records required to respond to or comply with
financial, accounting or regulatory reporting matters; and assistance with
internal control reporting requirements under Forms N-SAR and/or N-CSR.

The Audit Committee has pre-approved the Audit-related services in
Appendix B.2. All other Audit-related services not listed in Appendix B.2 must
be specifically pre-approved by the Audit Committee (or by any member of the
Audit Committee to which pre-approval has been delegated).

5. TAX SERVICES

The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent
Auditors may provide such services.

A-8

Pursuant to the preceding paragraph, the Audit Committee has pre-approved
the Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).

6. ALL OTHER SERVICES

The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.

The Audit Committee has pre-approved the All Other services in Appendix
B.4. Permissible All Other services not listed in Appendix B.4 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).

7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS

Pre-approval fee levels or budgeted amounts for all services to be
provided by the Independent Auditors will be established annually by the Audit
Committee. Any proposed services exceeding these levels or amounts will require
specific pre-approval by the Audit Committee. The Audit Committee is mindful of
the overall relationship of fees for audit and non-audit services in
determining whether to pre-approve any such services.

8. PROCEDURES

All requests or applications for services to be provided by the
Independent Auditors that do not require specific approval by the Audit
Committee will be submitted to the Fund's Chief Financial Officer and must
include a detailed description of the services to be rendered. The Fund's Chief
Financial Officer will determine whether such services are included within the
list of services that have received the general pre-approval of the Audit
Committee. The Audit Committee will be informed on a timely basis of any such
services rendered by the Independent Auditors. Requests or applications to
provide services that require specific approval by the Audit Committee will be
submitted to the Audit Committee by both the Independent Auditors and the
Fund's Chief Financial Officer, and must include a joint statement as to
whether, in their view, the request or application is consistent with the SEC's
rules on auditor independence.

The Audit Committee has designated the Fund's Chief Financial Officer to
monitor the performance of all services provided by the Independent Auditors
and to determine whether such services are in compliance with this Policy. The
Fund's Chief Financial Officer will report to the Audit Committee on a periodic
basis on the results of its monitoring. Both the Fund's Chief Financial Officer
and management will immediately report to the chairman of the Audit Committee
any breach of this Policy that comes to the attention of the Fund's Chief
Financial Officer or any member of management.

9. ADDITIONAL REQUIREMENTS

The Audit Committee has determined to take additional measures on an
annual basis to meet its responsibility to oversee the work of the Independent
Auditors and to assure the auditor's independence from the Fund, such as
reviewing a formal written statement from the Independent Auditors delineating
all relationships between the Independent Auditors and the Fund, consistent
with Independence Standards Board No. 1, and discussing with the Independent
Auditors its methods and procedures for ensuring independence.

A-9

10. COVERED ENTITIES

Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:

Morgan Stanley Retail Funds

Morgan Stanley Investment Advisors Inc.
Morgan Stanley & Co. Incorporated
Morgan Stanley DW Inc.
Morgan Stanley Investment Management
Morgan Stanley Investments LP
Van Kampen Asset Management Inc.
Morgan Stanley Services Company, Inc.
Morgan Stanley Distributors Inc.
Morgan Stanley Trust FSB

Morgan Stanley Institutional Funds

Morgan Stanley Investment Management Inc.
Morgan Stanley Investments LP
Morgan Stanley & Co. Incorporated
Morgan Stanley Distribution, Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP

A-10

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE
STEPS:

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

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

3. ENTER YOUR 14 DIGIT CONTROL NUMBER
FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY GOVERNMENT INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 16, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Annual Meeting of Shareholders of the above
mentioned fund on December 16, 2003 in Room 209, 2nd Floor, 1221 Avenue of the
Americas, New York City, New York 10020 at 10:30 a.m., New York City time, and
at any adjournment thereof, on the proposal set forth in the Notice of Annual
Meeting dated November 7, 2003 as follows:

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

VOTE VIA THE INTERNET:
HTTPS://VOTE.PROXY-DIRECT.COM

VOTE VIA THE TELEPHONE: 1-866-241-6192

----------------------------------------
CONTROL NUMBER:
----------------------------------------

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

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

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

----------------------------------------
Date 13720_MCD_A

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of four (4) Trustees:

01. Wayne E. Hedien 02. Manuel H. Johnson 03. Joseph J. Kearns
04. Fergus Reid

FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]

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

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

13720_MCD_A-B

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE
STEPS:

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

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

3. ENTER YOUR 14 DIGIT CONTROL NUMBER
FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INCOME SECURITIES INC. PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 16, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

VOTE VIA THE INTERNET:
HTTPS://VOTE.PROXY-DIRECT.COM

VOTE VIA THE TELEPHONE: 1-866-241-6192

----------------------------------------
CONTROL NUMBER:
----------------------------------------

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

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

----------------------------------------
Date 13720_MCD_D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of ten (10) Directors:

01. Michael Bozic 02. Charles A. Fiumefreddo 03. Edwin J. Garn
04. Wayne E. Hedien 05. James F. Higgins 06. Manuel H. Johnson
07. Joseph J. Kearns 08. Michael E. Nugent 09. Philip J. Purcell
10. Fergus Reid

FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]

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

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

13720_MCD_D

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE
STEPS:

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

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

3. ENTER YOUR 14 DIGIT CONTROL NUMBER
FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 16, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

VOTE VIA THE INTERNET:
HTTPS://VOTE.PROXY-DIRECT.COM

VOTE VIA THE TELEPHONE: 1-866-241-6192

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CONTROL NUMBER:
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Signature

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Signature (if held jointly)

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Date 13720_MCD_B

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE:
1. Election of four (4) Trustees:

01. Wayne E. Hedien 02. Manuel H. Johnson 03. Joseph J. Kearns
04. Fergus Reid

FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]

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

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13720_MCD_A-B

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