Schedule 14A Information required in proxy statement. Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Preliminary Additional Materials [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2) ) [X] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.149-11 (c) or Section 240.14 Morgan Stanley Quality Municipal Securities Morgan Stanley California Quality Municipal Securities Morgan Stanley New York Quality Municipal Securities --------------------------------------------------------- (Name of Registrant as Specified in its Charter) Debra Rubano -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: Set forth the amount on which the filing fee is calculated and state how it was determined. 4) Proposed maximum aggregate value of transaction: 5) Fee previously paid: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed:
MORGAN STANLEY QUALITY MUNICIPAL SECURITIES MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY QUALITY MUNICIPAL SECURITIES, MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES and MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES (individually, a "Trust" and, collectively, the "Trusts"), unincorporated business trusts organized under the laws of the Commonwealth of Massachusetts, will be held jointly in the Auditorium, 3rd Floor, 1221 Avenue of the Americas, New York, New York 10020, on June 21, 2005 at 10:30 a.m. New York City time, for the following purposes: MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS 1. For each Trust, to elect three Trustees to serve until the year 2008 Annual Meeting of each Trust, or in each case, until their successors shall have been elected and qualified; and 2. To transact such other business as may properly come before the Meetings or any adjournments thereof. MATTER TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS To elect one Trustee to serve until the year 2008 Annual Meeting of each Trust, or until his successor shall have been elected and qualified. Shareholders of record of each Trust as of the close of business on April 28, 2005 are entitled to notice of and to vote at the Meeting. If you cannot be present in person, your management would greatly appreciate your filling in, signing and returning the enclosed proxy promptly in the envelope provided for that purpose. Alternatively, if you are eligible to vote telephonically by touchtone telephone or electronically on the Internet (as discussed in the enclosed Joint Proxy Statement) you may do so in lieu of attending the Meeting in person. In the event that the necessary quorum to transact business or the vote required to approve or reject any proposal is not obtained at the Meeting of any Trust, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the applicable Trust's shares present in person or by proxy at the Meeting. The persons named as proxies will vote in favor of such adjournment those proxies which have been received by the date of the Meeting. MARY E. MULLIN Secretary May 12, 2005 New York, New York IMPORTANT YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETINGS. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD. MORGAN STANLEY QUALITY MUNICIPAL SECURITIES MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES 1221 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020 -------------------- JOINT PROXY STATEMENT -------------------- ANNUAL MEETINGS OF SHAREHOLDERS JUNE 21, 2005 This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY QUALITY MUNICIPAL SECURITIES ("IQM"), MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES ("IQC") and MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES ("IQN") (individually, a "Trust" and, collectively, the "Trusts") for use at the Annual Meetings of Shareholders of the Trusts to be held jointly on June 21, 2005 (the "Meeting(s)"), and at any adjournments thereof. The first mailing of this Joint Proxy Statement is expected to be made on or about May 13, 2005. If the enclosed form of proxy is properly executed and returned in time to be voted at the Meetings, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked proxies submitted by shareholders of a Trust ("Shareholders") will be voted for the nominees for election as Trustee to be elected by all Shareholders of that Trust, and, if the Shareholder holds preferred shares of the Trust, for the nominee for election as Trustee to be elected by only the preferred shareholders ("Preferred Shareholders"), with respect to that Trust set forth in the attached Notice of Annual Meetings of Shareholders. A proxy may be revoked at any time prior to its exercise by any of the following: written notice of revocation to the Secretary of the Trusts, execution and delivery of a later dated proxy to the Secretary of the Trusts (whether by mail or, as discussed below, by touchtone telephone or the Internet) (if returned and received in time to be voted), or attendance and voting at the Meetings. Attendance at the Meetings will not in and of itself revoke a proxy. Shareholders of record of each Trust as of the close of business on April 28, 2005, the record date for the determination of Shareholders entitled to notice of and to vote at the Meetings (the "Record Date"), are entitled to one vote for each share held and a fractional vote for a fractional share. No person was known to own as much as 5% of the outstanding shares of any of the Trusts on that date. The percentage ownership of shares of each Trust changes from time to time depending on purchases and sales by Shareholders and the total number of shares outstanding. 2 The table below sets forth the total number of Common Shares and Preferred Shares outstanding for each Trust as of the Record Date: NUMBER OF COMMON NUMBER OF PREFERRED SHARES OUTSTANDING SHARES OUTSTANDING AS OF AS OF APRIL 28, 2005 APRIL 28, 2005 NAME OF TRUST (RECORD DATE) (RECORD DATE) --------------- -------------------- -------------------- IQM ........... 14,637,664 1,940 IQC ........... 9,320,729 1,100 IQN ........... 4,355,879 480 The cost of soliciting proxies for the Meeting for each Trust, consisting principally of printing and mailing expenses, will be borne by each respective Trust. The solicitation of proxies will be by mail, which may be supplemented by solicitation by mail, telephone or otherwise through Trustees, officers of the Trusts, or officers and regular employees of Morgan Stanley Investment Advisors Inc. ("Morgan Stanley Investment Advisors" or the "Investment Adviser"), Morgan Stanley Trust ("Transfer Agent"), Morgan Stanley Services Company Inc. ("Morgan Stanley Services" or the "Administrator") and/or Morgan Stanley DW Inc. ("Morgan Stanley DW"), without special compensation therefor. In addition, each Trust may employ Alamo Direct Mail Services Inc. ("Alamo") to make telephone calls to Shareholders to remind them to vote. The Trusts may also employ Alamo or D.F. King & Co., Inc. ("D.F. King") as proxy solicitor if it appears that the required number of votes to achieve a quorum will not be received. In the event of a solicitation by Alamo or D.F. King, each Trust would pay the solicitor a project management fee not to exceed $3,000 and the expenses outlined below. Shareholders will be able to vote their shares by touchtone telephone or by Internet by following the instructions on the proxy card or on the Voting Information Card accompanying this Joint Proxy Statement. To vote by touchtone telephone or by Internet, Shareholders can access the website or call the toll-free number listed on the proxy card or noted in the enclosed voting instructions. To vote by touchtone telephone or by Internet, Shareholders will need the number that appears on the proxy card in the shaded box. In certain instances, the Transfer Agent, Alamo and/or D.F. King may call Shareholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is designed to authenticate Shareholders' identities, to allow Shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been recorded properly. No recommendation will be made as to how a Shareholder should vote on any proposal other than to refer to the recommendations of the Board. The Trusts have been advised by counsel that these procedures are consistent with the requirements of applicable law. Shareholders voting by telephone in this manner will be asked for their social security number or other identifying information and will be given an opportunity to authorize proxies to vote their shares in accordance with their instructions. To ensure that the Shareholders' instructions have been recorded correctly, they will receive a confirmation of their instructions in the mail. A special toll-free number set forth in the confirmation will be available in case the information contained in the confirmation is incorrect. Although a Shareholder's vote may be taken by telephone, each Shareholder will receive a copy of this Joint Proxy Statement and may vote by mail using the enclosed proxy card or by touchtone telephone or the Internet as set forth above. The last proxy vote received in time to be voted, whether by proxy card, touchtone telephone or Internet, will be the vote that is counted and will revoke all previous votes by the Shareholder. With respect to reminder calls by Alamo, expenses would be approximately $1.00 per outbound telephone contact. With respect to the solicitation of a telephonic vote by Alamo or D.F. King, approximate additional expenses range between $3.75 and $6.00 per telephone vote transacted, $2.75 and $3.25 per outbound or inbound telephone contact and costs relating to obtaining Shareholders' telephone numbers and providing additional materials upon Shareholder request, which would be borne by each respective Trust. 3 This Joint Proxy Statement is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement for each Trust and, because Shareholders may own shares of more than one Trust, to potentially avoid burdening Shareholders with more than one proxy statement. Shares of a Trust are entitled to one vote each at the respective Trust's Meeting. To the extent information relating to common ownership is available to the Trusts, a Shareholder that owns record shares in two or more of the Trusts will receive a package containing a Joint Proxy Statement and proxy cards for the Trusts in which such Shareholder is a record owner. If the information relating to common ownership is not available to the Trusts, a Shareholder that beneficially owns shares in two or more Trusts may receive two or more packages each containing a Joint Proxy Statement and a proxy card for each Trust in which such Shareholder is a beneficial owner. If the proposed election of Trustees is approved by Shareholders of one Trust and disapproved by Shareholders of other Trusts, the proposal will be implemented for the Trust that approved the proposal and will not be implemented for any Trust that did not approve the proposal. Thus, it is essential that Shareholders complete, date, sign and return each enclosed proxy card or vote by touchtone telephone or Internet as indicated in each Trust's proxy card. Only one copy of this Joint Proxy Statement will be delivered to multiple Shareholders sharing an address unless we have received contrary instructions from one or more of the Shareholders. Upon written or oral request, we will deliver a separate copy of this Joint Proxy Statement to a Shareholder at a shared address to which a single copy of this Joint Proxy Statement was delivered. Should any Shareholder wish to receive a separate proxy statement or should Shareholders sharing an address wish to receive a single proxy statement in the future, please contact (800) 869-NEWS (toll-free). (1) ELECTION OF TRUSTEES FOR EACH TRUST The number of Trustees of each Trust has been fixed by the Trustees, pursuant to each Trust's Declaration of Trust, at nine. There are presently nine Trustees for each Trust. At the Meetings, pursuant to each Trust's Declaration of Trust, three nominees (Wayne E. Hedien, Joseph J. Kearns and Fergus Reid) are standing for election to each Trust's Board of Trustees to serve until the year 2008 Annual Meeting by the holders of the Common Shares and the Preferred Shares of each respective Trust voting together as a single class. Additionally, pursuant to the Declaration of Trust and the Investment Company Act of 1940, as amended (the "1940 Act"), one Trustee (Manuel H. Johnson) is to be elected to each Trust's Board of Trustees by the holders of the Preferred Shares of each Trust voting separately as a single class. Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and Fergus Reid) are "Independent Trustees," that is, Trustees who are not "interested persons" of the Trusts, as that term is defined in the 1940 Act. The other two current Trustees, Charles A. Fiumefreddo and James F. Higgins, are "interested trustees," that is, Trustees who are "interested persons" (as that term is defined in the 1940 Act) of the Trusts and Morgan Stanley Investment Advisors and thus, are not Independent Trustees. The nominees for election as Trustee have been proposed by the Trustees now serving, or, in the case of the nominees for positions as Independent Trustees, by the Independent Trustees now serving. All of the members of the Boards have previously been elected by the Shareholders of the Trusts. The nominees of the Board for election as Trustee of each Trust are listed below. It is the intention of the persons named in the enclosed form of proxy, unless instructed by proxy to withhold authority to vote for the nominees, to vote all validly executed proxies for the election of these nominees: for IQM, IQC and IQN--Wayne E. Hedien, Manuel H. Johnson, Joseph J. Kearns 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 nominee, as the Independent Trustees of each Trust may recommend. All of the nominees 4 have consented to being named in this Joint Proxy Statement and to serve if elected. The Trusts know of no reason why any of the said nominees would be unable or unwilling to accept nomination or election. With respect to each Trust, the election of the nominees listed above to be elected by all Shareholders requires the approval of a majority of the shares of the Trust represented and entitled to vote at the Meeting (Common Shares and Preferred Shares voting together as a single class). The election of the nominee listed above to be elected by only the Preferred Shareholders requires the approval of a majority of the Preferred Shares represented and entitled to vote at the Meetings (voting separately as a single class). Pursuant to the provisions of the Declaration of Trust of each Trust, in certain cases as amended, the Trustees are divided into three separate classes, each class having a term of three years. The term of office of one of each of the three classes will expire each year. The Board of each Trust previously determined that any nominee for election as Trustee for each Trust will stand for election as Trustee and serve as Trustee in one of the three classes of Trustees as follows: Class I--Messrs. Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson, Kearns and Reid; and Class III--Messrs. Garn and Nugent. 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. In addition, pursuant to each Trust's Declaration of Trust and the 1940 Act, the Board of each Trust previously determined that one each of the Class I Trustees and the Class II Trustees will be designated to be elected by the Preferred Shareholders voting separately. In this regard, Charles A. Fiumefreddo and Manuel H. Johnson serve as Trustees of each Trust's Board of Trustees on behalf of the Preferred Shareholders, the terms of each to expire with his designated Class. As a consequence of this method of election, the replacement of a majority of each of the Boards could be delayed for up to two years. In accordance with the above, the Trustees in Class II for each Trust are standing for election at the Meetings and will, if elected, serve until the year 2008 Annual Meetings for each Trust as set forth above or, in each case, until their successors shall have been elected and qualified. The Board of each Trust consists of nine trustees. These same individuals also serve as trustees for all of the funds advised by the Investment Adviser (the "Retail Funds") and certain of the funds advised by Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (the "Institutional Funds"). The table below sets forth the following information as of December 31, 2004, regarding the nominees for election as Trustee, and each of the other Trustees (both the Independent Trustees and the Interested Trustees), as well as the executive officers of the Trusts, their age, address, term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex (defined below) overseen by each Trustee or nominee Trustee, and other directorships, if any, held by the Trustees. The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Investment Adviser and any funds that have an investment adviser that is an affiliated person of the Investment Adviser (including, but not limited to, Morgan Stanley Investment Management Inc.). 5 INDEPENDENT TRUSTEES POSITION(S) LENGTH OF NAME, AGE AND ADDRESS OF HELD WITH TIME INDEPENDENT TRUSTEE THE TRUSTS SERVED ----------------------------- ------------- -------------- Michael Bozic (64) Trustee Since c/o Kramer Levin April 1994 Naftalis & Frankel LLP Counsel to the Independent Trustees 1177 Avenue of the Americas New York, NY 10036 Edwin J. Garn (72) Trustee Since 1031 N. Chartwell Court January 1993 Salt Lake City, UT 84103 Wayne E. Hedien (71) Trustee Since c/o Kramer Levin September Naftalis & Frankel LLP 1997 Counsel to the Independent Trustees 1177 Avenue of the Americas New York, NY 10036 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD INDEPENDENT TRUSTEE PAST 5 YEARS* BY TRUSTEE BY TRUSTEE ----------------------------- ---------------------------------------- -------------- --------------------------- Michael Bozic (64) Private investor; Director or Trustee 197 Director of various c/o Kramer Levin of the Retail Funds (since April 1994) business organizations. Naftalis & Frankel LLP and the Institutional Funds (since Counsel to the July 2003); formerly Vice Chairman of Independent Trustees Kmart Corporation 1177 Avenue of the Americas (December 1998-October 2000), New York, NY 10036 Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); formerly variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co. Edwin J. Garn (72) Director or Trustee of the Retail 197 Director of Franklin 1031 N. Chartwell Court Funds (since January 1993) and the Covey (time management Salt Lake City, UT 84103 Institutional Funds (since July 2003); systems), BMW Bank of member of the Utah Regional North America, Inc. Advisory Board of Pacific Corp.; (industrial loan formerly managing Director of corporation), Escrow Bank Summit Ventures LLC (2000-2004); (industrial loan United States Senator corporation), United (R-Utah) (1974-1992) and Chairman, Space Alliance (joint Senate Banking Committee venture between Lockheed (1980-1986), Mayor of Salt Lake City, Martin and the Boeing Utah (1971-1974), Astronaut, Space Company) and Nuskin Shuttle Discovery (April 12-19, 1985), Asia Pacific (multilevel and Vice Chairman, Huntsman marketing); member of the Corporation (chemical company). board of various civic and charitable organizations. Wayne E. Hedien (71) Retired; Director or Trustee of the 197 Director of The PMI c/o Kramer Levin Retail Funds (since September 1997) Group Inc. (private Naftalis & Frankel LLP and the Institutional Funds (since mortgage insurance); Counsel to the July 2003); formerly associated with Trustee and Vice Independent Trustees the Allstate Companies (1966-1994), Chairman of The Field 1177 Avenue of the Americas most recently as Chairman of Museum of Natural New York, NY 10036 The Allstate Corporation History; director of (March 1993-December 1994) and various other business and Chairman and Chief Executive Officer charitable organizations. of its wholly-owned subsidiary, Allstate Insurance Company (July 1989-December 1994). ---------- * The dates referenced below indicating commencement of service as Trustee/Director for the Retail and Institutional Funds reflect the earliest date the Trustee/Director began serving the Retail or Institutional Funds, as applicable. 6 POSITION(S) LENGTH OF NAME, AGE AND ADDRESS OF HELD WITH TIME INDEPENDENT TRUSTEE THE TRUSTS SERVED ------------------------------ ------------- -------------- Dr. Manuel H. Johnson (56) Trustee Since c/o Johnson Smick Group Inc. Inception of 888 16th Street, NW the Trusts Suite 740 Washington, D.C. 20006 Joseph J. Kearns (62) Trustee Since July c/o Kearns & Associates LLC 2003 PMB754 23852 Pacific Coast Highway Malibu, CA Michael E. Nugent (69) Trustee Since c/o Triumph Capital, L.P. Inception of 445 Park Avenue the Trusts New York, NY 10022 Fergus Reid (71) Trustee Since c/o Lumelite Plastics July 2003 Corporation 85 Charles Colman Blvd. Pawling, NY 12564 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD INDEPENDENT TRUSTEE PAST 5 YEARS* BY TRUSTEE BY TRUSTEE ------------------------------ ----------------------------------------- -------------- ---------------------------- Dr. Manuel H. Johnson (56) Senior Partner, Johnson Smick 197 Director of NVR, Inc. c/o Johnson Smick Group Inc. International, Inc., a consulting firm; (home construction); 888 16th Street, NW Chairman of the Audit Committee Director of KFX Energy; Suite 740 and Director or Trustee of the Retail Director of RBS Washington, D.C. 20006 Funds (since July 1991) and the Greenwich Capital Institutional Funds (since July 2003); Holdings (financial holding Co-Chairman and a founder of the company). Group of Seven Council (G7C), an international economic commission; formerly Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. Joseph J. Kearns (62) President, Kearns & Associates LLC 198 Director of Electro Rent c/o Kearns & Associates LLC (investment consulting); Deputy Corporation (equipment PMB754 Chairman of the Audit Committee leasing), The Ford Family 23852 Pacific Coast and Director or Trustee of the Retail Foundation, and the Highway Funds (since July 2003) and the UCLA Foundation. Malibu, CA Institutional Funds (since August 1994); previously Chairman of the Audit Committee of the Institutional Funds (October 2001-July 2003); formerly CFO of the J. Paul Getty Trust. Michael E. Nugent (69) General Partner of Triumph Capital, 197 Director of various c/o Triumph Capital, L.P. L.P., a private investment partnership; business organizations. 445 Park Avenue Chairman of the Insurance Committee New York, NY 10022 and Director or Trustee of the Retail Funds (since July 1991) and the Institutional Funds (since July 2001); formerly Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988). Fergus Reid (71) Chairman of Lumelite Plastics 198 Trustee and Director of c/o Lumelite Plastics Corporation; Chairman of the certain investment Corporation Governance Committee and Director companies in the 85 Charles Colman Blvd. or Trustee of the Retail Funds (since JPMorgan Funds complex Pawling, NY 12564 July 2003) and the Institutional Funds managed by J.P. Morgan (since June 1992). Investment Management Inc. ---------- * 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. 7 INTERESTED TRUSTEES POSITION(S) LENGTH OF NAME, AGE AND ADDRESS OF HELD WITH TIME MANAGEMENT TRUSTEE THE TRUSTS SERVED ------------------------------ ------------- -------------- Charles A. Fiumefreddo (72) Chairman of Since c/o Morgan Stanley Trust the Board Inception of Harborside Financial Center, and Trustee the Trusts Plaza Two, Jersey City, NJ 07311 James F. Higgins (57) Trustee Since June c/o Morgan Stanley Trust 2000 Harborside Financial Center, Plaza Two, Jersey City, NJ 07311 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD MANAGEMENT TRUSTEE PAST 5 YEARS* BY TRUSTEE BY TRUSTEE ------------------------------ ---------------------------------------- -------------- ----------------------------- Charles A. Fiumefreddo (72) Chairman and Director or Trustee of 197 None. c/o Morgan Stanley Trust the Retail Funds (since July 1991) and Harborside Financial Center, the Institutional Funds (since Plaza Two, July 2003); formerly Chief Executive Jersey City, NJ 07311 Officer of the Retail Funds (until September 2002). James F. Higgins (57) Director or Trustee of the Retail 197 Director of AXA c/o Morgan Stanley Trust Funds (since June 2000) and the Financial, Inc. and The Harborside Financial Center, Institutional Funds (since July 2003); Equitable Life Assurance Plaza Two, Senior Advisor of Morgan Stanley Society of the United Jersey City, NJ 07311 (since August 2000); Director of the States (financial services). Distributor and Dean Witter Realty Inc.; previously President and Chief Operating Officer of the Private Client Group of Morgan Stanley (May 1999-August 2000), and President and Chief Operating Officer of Individual Securities of Morgan Stanley (February 1997-May 1999). ---------- * 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. 8 OFFICERS OF THE TRUSTS POSITION(S) NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF EXECUTIVE OFFICER THE TRUSTS TIME SERVED ----------------------------- --------------------- --------------------- Mitchell M. Merin (51) President Since May 1999 1221 Avenue of the Americas New York, NY 10020 Ronald E. Robison (65) Executive Vice Since April 2003 1221 Avenue of the Americas President and New York, NY 10020 Principal Executive Officer Joseph J. McAlinden (61) Vice President Since July 1995 1221 Avenue of the Americas New York, NY 10020 Barry Fink (50) Vice President Since February 1997 1221 Avenue of the Americas New York, NY 10020 NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS* ----------------------------- --------------------------------------------------------------- Mitchell M. Merin (51) President and Chief Operating Officer of Morgan Stanley 1221 Avenue of the Americas Investment Management Inc.; President, Director and Chief New York, NY 10020 Executive Officer of the Investment Adviser and Morgan Stanley Services; Chairman and Director of the Distributor; Chairman and Director of the Transfer Agent; Director of various Morgan Stanley subsidiaries; President of Morgan Stanley Investments LP (since February 2003); President of the Institutional Funds (since July 2003) and President of the Retail Funds (since May 1999); Trustee (since July 2003) and President (since December 2002) of the Van Kampen Closed-End Funds; Trustee (since May 1999) and President (since October 2002) of the Van Kampen Open-End Funds. Ronald E. Robison (65) Principal Executive Officer of Funds in the Fund complex 1221 Avenue of the Americas (since May 2003); Managing Director of Morgan Stanley & New York, NY 10020 Co. Incorporated, Morgan Stanley Investment Management Inc. and Morgan Stanley; Managing Director, Chief Administrative Officer and Director of the Investment Adviser and Morgan Stanley Services; Director of the Transfer Agent; Managing Director and Director of the Distributor; Executive Vice President and Principal Executive Officer of the Institutional Funds (since July 2003) and the Retail Funds (since April 2003); Director of Morgan Stanley SICAV (since May 2004); previously President and Director of the Retail Funds (March 2001-July 2003) and Chief Global Operations Officer and Managing Director of Morgan Stanley Investment Management Inc. Joseph J. McAlinden (61) Managing Director and Chief Investment Officer of the 1221 Avenue of the Americas Investment Adviser and Morgan Stanley Investment New York, NY 10020 Management Inc. Director of the Transfer Agent, Chief Investment Officer of the Van Kampen Funds; Vice President of the Institutional Funds (since July 2003) and the Retail Funds (since July 1995). Barry Fink (50) General Counsel (since May 2000) and Managing Director 1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment New York, NY 10020 Management; Managing Director (since December 2000), Secretary (since February 1997) and Director (since July 1998) of the Investment Adviser and Morgan Stanley Services; Assistant Secretary of Morgan Stanley DW; Vice President of the Institutional Funds (since July 2003); Vice President of the Retail Funds; Vice President and Secretary of the Distributor; previously Secretary (February 1997- July 2003) and General Counsel (February 1997-April 2004) of the Retail Funds; Vice President and Assistant General Counsel of the Investment Adviser and Morgan Stanley Services (February 1997-December 2001). ---------- * The dates referenced below indicating commencement of service as an Officer for the Retail and Institutional Funds reflect the earliest date the Officer began serving the Retail or Institutional Funds, as applicable. 9 POSITION(S) NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF EXECUTIVE OFFICER THE TRUSTS TIME SERVED ------------------------------ ----------------- ------------------------- Amy R. Doberman (43) Vice President Since July 2004 1221 Avenue of the Americas New York, NY 10020 Carsten Otto (41) Chief Since October 1221 Avenue of the Americas Compliance 2004 New York, NY 10020 Officer Stefanie V. Chang (38) Vice President Since July 2003 1221 Avenue of the Americas New York, NY 10020 Francis J. Smith (39) Treasurer and Treasurer since c/o Morgan Stanley Trust Chief Financial July 2003 and Chief Harborside Financial Center, Officer Financial Officer since Plaza Two, September 2002 Jersey City, NJ 07311 Thomas F. Caloia (59) Vice President Since July 2003 c/o Morgan Stanley Trust Harborside Financial Center, Plaza Two, Jersey City, NJ 07311 Mary E. Mullin (38) Secretary Since July 2003 1221 Avenue of the Americas New York, NY 10020 NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS* ------------------------------ -------------------------------------------------------------- Amy R. Doberman (43) Managing Director and General Counsel, U.S. Investment 1221 Avenue of the Americas Management; Managing Director of Morgan Stanley New York, NY 10020 Investment Management Inc. and the Investment Adviser, Vice President of the Institutional and Retail Funds (since July 2004); Vice President of the Van Kampen Funds (since August 2004); previously, Managing Director and General Counsel -- Americas, UBS Global Asset Management (July 2000-July 2004) and General Counsel, Aeltus Investment Management, Inc. (January 1997-July 2000). Carsten Otto (41) Executive Director and U.S. Director of Compliance for 1221 Avenue of the Americas Morgan Stanley Investment Management (since October New York, NY 10020 2004); Executive Director of the Investment Adviser and Morgan Stanley Investment Management Inc.; formerly Assistant Secretary and Assistant General Counsel of the Morgan Stanley Retail Funds. Stefanie V. Chang (38) Executive Director of Morgan Stanley & Co. Incorporated, 1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the New York, NY 10020 Investment Adviser; Vice President of the Institutional Funds (since December 1997) and the Retail Funds (since July 2003); formerly practiced law with the New York law firm of Rogers & Wells (now Clifford Chance US LLP). Francis J. Smith (39) Executive Director of the Investment Adviser and Morgan c/o Morgan Stanley Trust Stanley Services (since December 2001); previously Vice Harborside Financial Center, President of the Retail Funds (September 2002-July 2003); Plaza Two, Vice President of the Investment Adviser and Morgan Jersey City, NJ 07311 Stanley Services (August 2000-November 2001) and Senior Manager at PricewaterhouseCoopers LLP (January 1998- August 2000). Thomas F. Caloia (59) Executive Director (since December 2002) and Assistant c/o Morgan Stanley Trust Treasurer of the Investment Adviser, the Distributor and Harborside Financial Center, Morgan Stanley Services; previously Treasurer of the Retail Plaza Two, Funds (April 1989-July 2003); formerly First Vice President Jersey City, NJ 07311 of the Investment Adviser, the Distributor and Morgan Stanley Services. Mary E. Mullin (38) Executive Director of Morgan Stanley & Co. Incorporated, 1221 Avenue of the Americas Morgan Stanley Investment Management Inc. and the New York, NY 10020 Investment Adviser; Secretary of the Institutional Funds (since June 1999) and the Retail Funds (since July 2003); formerly practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP. ---------- * 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. For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Trusts and in the Family of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Investment Adviser, Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP) for the calendar year ended December 31, 2004 is shown below. 10 AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN DOLLAR RANGE OF EQUITY SECURITIES IN THE TRUSTS BY TRUSTEE IN FAMILY OF INVESTMENT NAME OF TRUSTEE (AS OF DECEMBER 31, 2004) COMPANIES (AS OF DECEMBER 31, 2004) ------------------------ ------------------------------------------------- ----------------------------------------------- INDEPENDENT: Michael Bozic None over $100,000 Edwin J. Garn None over $100,000 Wayne E. Hedien None over $100,000 Dr. Manuel H. Johnson None over $100,000 Joseph J. Kearns(1) None over $100,000 Michael E. Nugent None over $100,000 Fergus Reid(1) None over $100,000 INTERESTED: Charles A. Fiumefreddo None over $100,000 James F. Higgins None over $100,000 ---------- (1) Includes the total amount of compensation deferred by the Trustee at his election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Retail Funds or Institutional Funds (or portfolio thereof) that are offered as investment options under the plan. As of December 31, 2004, Messrs. Kearns and Reid had deferred a total of $584,856 and $667,002, respectively, pursuant to the deferred compensation plan. As to each Independent Trustee and his immediate family members, no person owned beneficially or of record securities in an investment adviser or principal underwriter of the Trusts, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of the Trusts. THE INDEPENDENT TRUSTEES AND THE COMMITTEES Law and regulation establish both general guidelines and specific duties for the Independent Trustees. Seven Trustees have no affiliation or business connection with Morgan Stanley Investment Advisors Inc. or any of its affiliated persons and do not own stock or other securities issued by Morgan Stanley Investment Advisors' parent company, Morgan Stanley. These are the "disinterested" or "independent" Trustees. The Retail Funds seek as Independent Trustees individuals of distinction and experience in business and finance, government service or academia; these are people whose advice and counsel are in demand by others and for whom there is often competition. To accept a position on the Retail Funds' Boards, such individuals may reject other attractive assignments because the Retail Funds make substantial demands on their time. All of the Independent Trustees serve as members of the Audit Committee. In addition, three Trustees, including two Independent Trustees, serve as members of the Insurance Committee, and three Independent Trustees serve as members of the Governance Committee. The Independent Trustees are charged with recommending to the full Board approval of management, advisory and administration contracts, and distribution and underwriting agreements; continually reviewing Fund performance; checking on the pricing of portfolio securities, brokerage commissions, transfer agent costs and performance, and trading among funds in the same complex; and approving fidelity bond and related insurance coverage and allocations, as well as other matters that arise from time to time. The Board of Trustees of each Trust has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is charged with recommending to the full Board the engagement or discharge of the Trusts' independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firm's duties, including the power to retain outside specialists; reviewing with the independent registered public accounting firm the audit plan and results of the auditing engagement; approving professional services provided by the independent registered public accounting firm 11 and other accounting firms prior to the performance of such services; reviewing the independence of the independent registered public accounting firm; considering the range of audit and non-audit fees; reviewing the adequacy of each Trust's system of internal controls; and preparing and submitting Committee meeting minutes to the full Board. The members of the Audit Committee of each Trust are currently Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and Fergus Reid. None of the members of the Trusts' Audit Committees is an "interested person," as defined under the 1940 Act, of any of the Trusts (with such disinterested Trustees being "Independent Trustees" or individually, "Independent Trustee"). Each Independent Trustee is also "independent" from each Trust under the listing standards of the New York Stock Exchange, Inc. (NYSE). The current Chairman of the Audit Committee of each of the Trusts is Dr. Manuel H. Johnson. The current Deputy Chairman of the Audit Committee of each of the Trusts is Mr. Joseph J. Kearns. The Board of Trustees for each Trust has adopted a formal written charter for the Audit Committee which sets forth the Audit Committee's responsiblities. A copy of the Audit Committee Charter is attached to this Joint Proxy Statement as Appendix A. The Board of Trustees of each Trust also has a Governance Committee. The Governance Committee identifies individuals qualified to serve as Independent Trustees on each Trust's Board and on committees of such Board and recommends such qualified individuals for nomination by the Trust's Independent Trustees as candidates for election as Independent Trustees, advises each Trust's Board with respect to Board composition, procedures and committees, develops and recommends to each Trust's Board a set of corporate governance principles applicable to the Trusts, monitors and makes recommendations on corporate governance matters and policies and procedures of the Trust's Board of Trustees and any Board committees and oversees periodic evaluations of the Trust's Board and its committees. The members of the Governance Committee of each Trust are currently Michael Bozic, Edwin J. Garn and Fergus Reid, each of whom is an Independent Trustee. The current Chairman of the Governance Committee is Fergus Reid. The Board of Trustees for each Trust has adopted a formal written charter for the Governance Committee which sets forth the Governance Committee's responsibilities. A copy of the Governance Committee Charter is attached to this Joint Proxy Statement as Appendix B. The Trusts do not have a separate nominating committee. While each Trust's Governance Committee recommends qualified candidates for nominations as Independent Trustees, the Board of Trustees of each Trust believes that the task of nominating prospective Independent Trustees is important enough to require the participation of all current Independent Trustees, rather than a separate committee consisting of only certain Independent Trustees. Accordingly, each current Independent Trustee (Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and Fergus Reid) for all Trusts participates in the election and nomination of candidates for election as Independent Trustees for the respective Trusts for which the Independent Trustee serves. Persons recommended by each Trust's Governance Committee as candidates for nomination as Independent Trustees shall possess such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Trust, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or any listing requirements of the NYSE. While the Independent Trustees of each of the Trusts expect to be able to continue to identify from their own resources an ample number of qualified candidates for each Trust's Board as they deem appropriate, they will consider nominations from shareholders to the Board. Nominations from shareholders should be in writing and sent to the Independent Trustees as described below under "Shareholder Communications." Finally, the Boards have formed an Insurance Committee to review and monitor the insurance coverage maintained by the Trusts. The Insurance Committee currently consists of Messrs. Nugent, Fiumefreddo and Hedien. Messrs. Nugent and Hedien are Independent Trustees. The current Chairman of the Insurance Committee is Mr. Michael E. Nugent. 12 The following chart sets forth the number of meetings of the Board, the Independent Trustees, the Audit Committee, the Insurance Committee and the Governance Committee of each Trust during its most recent fiscal year. For the 2004 fiscal year, each Trustee attended at least seventy-five percent of the aggregate number of meetings of the Board and any committee on which he served held during the time such Trustee was a member of the Board. NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR BOARD OF INDEPENDENT AUDIT INSURANCE GOVERNANCE FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE NAME OF TRUST YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS --------------- ---------- ---------- ------------- ----------- ----------- ----------- IQM ........... 10/31/04 29 4 9 6 2 IQC ........... 10/31/04 29 4 9 6 2 IQN ........... 10/31/04 29 4 9 6 2 For annual or special shareholder meetings, Trustees may but are not required to attend the meetings; and for each Trust's last annual shareholder meeting, no Trustees attended the meeting. AUDIT COMMITTEE REPORT At a meeting held on October 28, 2004, the Board of Trustees of each Trust, including a majority of the Trustees who are not "interested persons" of the Trust, as defined under the 1940 Act, acting on the recommendation of the Audit Committee of each Trust, selected Deloitte & Touche LLP to act as the independent registered public accounting firm for each Trust for the fiscal year ended October 31, 2005 for each Trust. The Audit Committee of each Trust has reviewed and discussed the financial statements of each Trust with management as well as with Deloitte & Touche LLP, the independent registered public accunting firm for each Trust. In the course of its discussions, the Audit Committee also discussed with Deloitte & Touche LLP any relevant matters required to be discussed under Statement on Auditing Standards No. 61. Based on this review, the Audit Committee recommended to the Board of Trustees of each Trust that each Trust's audited financial statements be included in each Trust's Annual Report to Shareholders for the most recent fiscal year for filing with the Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required under Independence Standards Board No. 1 and has discussed with the independent registered public accounting firm their independence. The Audit Committee Dr. Manuel H. Johnson (Chairman) Joseph J. Kearns (Deputy Chairman) Michael Bozic Edwin J. Garn Wayne E. Hedien Michael E. Nugent Fergus Reid Representatives from Deloitte & Touche LLP are expected to be present at the Meetings. Shareholders will have the opportunity to make a statement if they desire to do so and the representatives from Deloitte & Touche LLP are expected to be available to respond to appropriate questions. 13 ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR THE RETAIL FUNDS AND THE INSTITUTIONAL FUNDS The Independent Trustees and the Trusts' management believe that having the same Independent Trustees for each of the Retail Funds and the 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 the Institutional Funds. SHAREHOLDER COMMUNICATIONS. Shareholders may send communications to each Trust's Board of Trustees. Shareholders should send communications intended for each Trust's Board by addressing the communications directly to that Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by sending the communication to either the Trust's office or directly to such Board member(s) at the address specified for each trustee previously noted. Other shareholder communications received by a Trust not directly addressed and sent to the Trust's Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management's discretion based on the matters contained therein. SHARE OWNERSHIP BY TRUSTEES The Trustees have adopted a policy pursuant to which each Trustee and/or his or her spouse is required to invest at least $100,000 in any of the funds in the Morgan Stanley Retail Funds and Institutional Funds on whose boards the Trustee serves. In addition, the policy contemplates that the Trustees will, over time, increase their aggregate investment in the funds above the $100,000 minimum requirement. The Trustees may allocate their investments among specific funds in any manner they determine is appropriate based on their individual investment objectives. Any future Trustee will be given a one year period following his or her election within which to comply with the foregoing. As of the date of this Joint Proxy Statement, each Trustee is in compliance with the policy. As of March 31, 2005, the total value of the investments by the Trustees and/or their spouses in shares of the Morgan Stanley Retail Funds and Institutional Funds was approximately $32.1 million. This amount includes compensation deferred by the Trustee at his election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Retail Funds or Institutional Funds (or portfolio thereof) that are offered as investment options under the plan. As of the Record Date for these Meetings, the aggregate number of shares of each Trust owned by the Trust's officers and Trustees as a group was less than one percent of each Trust's outstanding shares. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires that each Trust's executive officers and Trustees, and beneficial owners of more than 10% of its shares, make certain filings on a timely basis under Section 16(a) of the Exchange Act. Based solely on each Trust's review of copies of such reports of ownership 14 furnished to the Trusts, the Trusts believe that during the past fiscal year all of its officers, Trustees and greater than 10% beneficial holders complied with all applicable filing requirements. COMPENSATION OF INDEPENDENT TRUSTEES Each Independent Trustee receives an annual retainer fee of $168,000 for serving the Retail Funds and Institutional Funds. In addition, each Independent Trustee receives $2,000 for attending each of the four quarterly board meetings and two performance meetings that occur each year, so that an independent Trustee who attended all six meetings would receive total compensation of $180,000 for serving the Funds. The Chairman of the Audit Committee receives an additional annual retainer fee of $60,000. Other Committee Chairmen and the Deputy Chairman of the Audit Committee receive an additional annual retainer fee of $30,000. The aggregate compensation paid to each Independent Trustee is paid by the Retail Funds and Institutional Funds, and is allocated on a pro rata basis among each of the operational funds/portfolios of the Retail Funds and Institutional Funds based on the relative net assets of each of the funds/portfolios. Mr. Fiumefreddo receives an annual fee for his services as Chairman of the Boards of the Retail Funds and the Institutional Funds and for administrative services provided to each Board. The Funds also reimburse such Trustees for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Trustees and officers of the Funds who are or have been employed by the Investment Adviser or an affiliated company receive no compensation or expense reimbursement from the Trusts for their services as Trustee. Effective April 1, 2004, the Funds began a Deferred Compensation Plan (the "DC Plan"), which allows each Independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Boards of Trustees throughout the year. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Retail Funds or Institutional Funds (or portfolios thereof) that are offered as investment options under the Plan. At the Trustee's election, distributions are either in one lump sum payment, or in the form of equal annual installments over a period of five years. The rights of an eligible Trustee and the beneficiaries to the amounts held under the DC Plan are unsecured and such amounts are subject to the claims of the creditors of the Trusts. Prior to April 1, 2004, the Institutional Funds maintained a similar unfunded Deferred Compensation Plan (the "Prior DC Plan") which also allowed each Independent Trustee to defer payment of all, or a portion, of the fees he or she received for serving on the Boards of Trustees throughout the year. The DC Plan amends and supersedes the Prior DC Plan and all amounts payable under the Prior DC Plan are now subject to the terms of the DC Plan (except for amounts paid during the calendar year 2004 which remain subject to the terms of the Prior DC Plan). The following tables illustrate the compensation that the Trusts paid to its Trustees for each Trust's fiscal year ended October 31, 2004. 15 TRUST COMPENSATION NUMBER OF PORTFOLIOS TOTAL COMPENSATION IN THE FUND COMPLEX FROM THE FUND FROM WHICH THE TRUSTEE COMPLEX PAYABLE NAME OF TRUSTEE IQM IQC IQN RECEIVED COMPENSATION TO TRUSTEES(5) ------------------------------------ ------- ------- ------- ------------------------ ------------------- Michael Bozic(1)(3) ................ $431 $241 $110 197 $178,000 Charles A. Fiumefreddo*(2) ......... 867 516 235 197 360,000 Edwin J. Garn(1)(3) ................ 431 241 110 197 178,000 Wayne E. Hedien(1)(2) .............. 431 241 110 197 178,000 James F. Higgins* .................. 0 0 0 197 0 Dr. Manuel H. Johnson(1) ........... 575 327 149 197 238,000 Joseph J. Kearns(1)(4) ............. 497 289 132 198 211,000 Michael E. Nugent(1)(2) ............ 503 284 130 197 208,000 Fergus Reid(1)(3) .................. 503 284 130 198 213,000 ---------- * Messrs. Fiumefreddo and Higgins are deemed to be "interested persons" of the Trusts as that term is defined in the 1940 Act. (1) Member of the Audit Committee. Dr. Johnson is the Chairman of the Audit Committee and Mr. Kearns is the Deputy Chairman of the Audit Committee. (2) Member of the Insurance Committee. Mr. Nugent is the Chairman of the Insurance Committee. (3) Member of the Governance Committee. Mr. Reid is the Chairman of the Governance Committee. (4) Includes amounts deferred at the election of the Trustee under the DC Plan. (5) Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in this table are presented on a calendar-year basis. The following table shows aggregate compensation paid to each of the Trusts' Trustees by the Fund Complex (which includes all of the Retail and Institutional Funds) for the calendar year ended December 31, 2004. Prior to December 31, 2003, 49 of the Retail Funds (the "Adopting Funds"), including IQM and IQC, had adopted a retirement program under which an Independent Trustee who retired after serving for at least five years as an Independent Trustee of any such fund (an "Eligible Trustee") would have been entitled to retirement payments based on factors such as length of service, upon reaching the eligible retirement age. On December 31, 2003, the amount of accrued retirement benefits for each Eligible Director was frozen, and will be payable, together with a return of 8% per annum, at or following each such Eligible Trustee's retirement as shown in the table below. The following table illustrates the retirement benefits accrued to the Trusts' Independent Trustees, by IQM and IQC for their last fiscal year and the Adopting Funds for the calendar year ended December 31, 2004, and the estimated retirement benefits for the Independent Trustees, from IQM and IQC for their last fiscal year and from the Adopting Funds for each calendar year following retirement. Messrs. Kearns and Reid did not participate in the retirement program. 16 RETIREMENT BENEFITS ACCRUED AS TRUST EXPENSES ----------------------------------- BY BY BY ALL NAME OF INDEPENDENT TRUSTEE IQM IQC ADOPTING FUNDS ------------------------------- ------- ------- --------------- Michael Bozic ................. $422 $422 $19,437 Edwin J. Garn ................. 712 712 28,779 Wayne E. Hedien ............... 815 815 37,860 Dr. Manuel H. Johnson ......... 435 435 19,701 Michael E. Nugent ............. 824 824 35,471 ESTIMATED ANNUAL BENEFITS UPON RETIREMENT(1) ------------------------------------- FROM FROM FROM ALL NAME OF INDEPENDENT TRUSTEE IQM IQC ADOPTING FUNDS ------------------------------- -------- -------- --------------- Michael Bozic ................. $ 997 $ 997 $46,871 Edwin J. Garn ................. 990 990 46,917 Wayne E. Hedien ............... 843 843 40,020 Dr. Manuel H. Johnson ......... 1,451 1,451 68,630 Michael E. Nugent ............. 1,299 1,299 61,377 ---------- (1) Total compensation accrued under the retirement plan, together with a return of 8% per annum, will be paid annually commencing upon retirement and continuing for the remainder of the Trustee's life. In addition, Messrs. Bozic, Garn, Hedien, Johnson and Nugent received a lump sum benefit from the liquidation of a fund in the Plan in 2004 in the amount of $3,639, $6,935, $5,361, $2,915 and $6,951, respectively. THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR ELECTION. THE INVESTMENT ADVISER Morgan Stanley Investment Advisors Inc. serves as each Trust's investment adviser pursuant to an investment advisory agreement. Morgan Stanley Investment Advisors maintains its offices at 1221 Avenue of the Americas, New York, New York 10020. Morgan Stanley Investment Advisors is a wholly-owned subsidiary of Morgan Stanley, a preeminent global financial services firm that maintains leading market positions in each of its three primary businesses--securities, asset management and credit services. The Principal Executive Officer and Directors of Morgan Stanley Investment Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison, Managing Director and Chief Administrative Officer, and Barry Fink, Managing Director and Secretary. The principal occupations of Messrs. Merin, Robison and Fink are described under the section "Election of Trustees." The business address of the Executive Officer and other Directors is 1221 Avenue of the Americas, New York, New York 10020. Morgan Stanley Services Company Inc. (the "Administrator"), a wholly owned subsidiary of the Investment Adviser, serves as the Administrator of each Trust pursuant to an administration agreement. The Investment Adviser and the Administrator serve in various investment management, advisory, management and administrative capacities to investment companies and pension plans and other institutional and individual investors. The address of the Administrator is that of the Investment Adviser set forth above. Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036. Morgan Stanley is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment 17 banking, research and analysis, financing and financial advisory services. There are various lawsuits pending against Morgan Stanley involving material amounts which, in the opinion of its management, will be resolved with no material effect on the consolidated financial position of the company. FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDIT FEES The aggregate fees for professional services billed by Deloitte & Touche LLP in connection with the annual audit and review of financial statements for each Trust's respective fiscal years ended October 31, 2003 and 2004 were $26,000 and $27,000 for IQM, $28,000 and $29,000 for IQC and $25,000 and $26,000 for IQN, respectively. AUDIT-RELATED FEES The aggregate audit-related fees billed by Deloitte & Touche LLP in connection with the annual audit of each Trust's financial statements for their respective fiscal years ended October 31, 2003 and 2004 were $21,000 and $6,000 for IQM, $21,000 and $6,000 for IQC and $21,000 and $6,000 for IQN, respectively, for the translation of financial statements for data verification and agreed-upon procedures related to asset securitizations and agreed-upon procedures engagements. TAX FEES The aggregate fees billed by Deloitte & Touche LLP in connection with tax compliance, tax advice and tax planning for each Trust for the fiscal years ended October 31, 2003 and 2004 are set forth below, which represent fees paid for the review of the Federal, state and local tax returns for each Trust. 2003 2004 --------- --------- IQM .......... $4,000 $4,000 IQC .......... $4,000 $4,000 IQN .......... $4,000 $4,000 ALL OTHER FEES There were no fees billed by Deloitte & Touche LLP for any other products and services not set forth above for each Trust for the respective fiscal years ended October 31, 2003 and 2004. AUDIT COMMITTEE PRE-APPROVAL Each Trust's Audit Committee's policy is to review and pre-approve all auditing and non-auditing services to be provided to the Trust by the Trust's independent auditors. The Audit Committee Audit and Non-Audit Pre-Approval Policy and Procedures requires each Trust's Audit Committee to either generally pre-approve certain services without consideration of specific case-by-case services, or requires the specific pre-approval of services by the Audit Committee or its delegate. Under the Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditors. Any services that are generally pre-approved may require specific pre-approval by the Audit Committee if the services exceed pre-approved cost levels or budgeted amounts. All of the audit, audit-related and the tax services described above for which Deloitte & Touche LLP billed each of the Trusts' fees for the fiscal year ended October 31, 2004 were pre-approved by each Trust's Audit Committee. 18 AGGREGATE NON-AUDIT FEES BILLED BY THE INVESTMENT ADVISER AND AFFILIATED ENTITIES The aggregate fees billed for professional services rendered by Deloitte & Touche LLP for all other services provided to the Investment Adviser and to any entities controlling, controlled by or under common control with the Investment Adviser for the fiscal years ended October 31, 2003 and 2004 amounted to approximately $1.3 million and $5.6 million, respectively. Such services for the 2003 and 2004 fiscal years included: (i) audit-related fees of approximately $1.1 million and $5.0 million, respectively, for the issuance of a report under Statement on Accounting Standards No. 70 titled "Reports on the Processing of Transactions by Service Organizations" and (ii) all other fees of approximately $545,000 and $252,000, respectively, related to services such as performance attestation, operational control reviews and the provision of educational seminars. The Audit Committee of each Trust has considered whether the provision of non-audit services and the provision of services to affiliates of the Investment Adviser is compatible with maintaining the independence of Deloitte & Touche LLP. ADDITIONAL INFORMATION In the event that the necessary quorum to transact business or the vote required to approve or reject any proposal for any Trust is not obtained at the Meeting of any Trust, the persons named as proxies may propose one or more adjournments of the Meeting of the applicable Trust to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the applicable Trust's shares present in person or by proxy at the Meeting. The persons named as proxies will vote in favor of such adjournment those proxies which have been received by the date of the Meeting. Abstentions and broker "non-voters" will not count in favor of or against any such vote for adjournment. Abstentions and, if applicable, broker "non-votes" will not count as votes in favor of any proposal, and broker "non-votes" will not be deemed to be present at the Meeting of any Trust for purposes of determining whether a particular proposal to be voted upon has been approved. Broker "non-votes" are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. SHAREHOLDER PROPOSALS Proposals of security holders intended to be presented at the next Annual Meeting of Shareholders of each Trust must be received by no later than January 10, 2006 for each Trust for inclusion in the proxy statement and proxy for that meeting. The mere submission of a proposal does not guarantee its inclusion in the proxy materials or its presentation at the meeting. Certain rules under the federal securities laws must be met. REPORTS TO SHAREHOLDERS EACH TRUST'S MOST RECENT ANNUAL REPORT HAS BEEN SENT PREVIOUSLY TO SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA WESSEL AT MORGAN STANLEY TRUST, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, 2ND FLOOR, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE). INTEREST OF CERTAIN PERSONS Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW, Morgan Stanley Services and certain of their respective Directors, Officers, and employees, including persons who are Trustees or Officers of the Trusts, may be deemed to have an interest in certain of the proposals described in this Joint Proxy 19 Statement to the extent that certain of such companies and their affiliates have contractual and other arrangements, described elsewhere in this Joint Proxy Statement, pursuant to which they are paid fees by the Trusts, and certain of those individuals are compensated for performing services relating to the Trusts and may also own shares of Morgan Stanley. Such companies and persons may thus be deemed to derive benefits from the approvals by Shareholders of such proposals. OTHER BUSINESS The management of the Trusts knows of no other matters which may be presented at the Meetings. However, if any matters not now known properly come before the Meetings, it is intended that the persons named in the enclosed form of proxy, or their substitutes, will vote all shares that they are entitled to vote on or any such matter utilizing such proxy in accordance with their best judgment on such matters. By Order of the Board of Trustees MARY E. MULLIN Secretary 20 APPENDIX A CHARTER OF THE AUDIT COMMITTEE OF THE MORGAN STANLEY FUNDS The Board of Directors/Trustees (the "Board") of each fund advised or managed by Morgan Stanley Investment Advisors Inc. or Morgan Stanley Services Company Inc. (each, a "Fund," collectively, the "Funds") has adopted and approved this charter for the audit committee of each Fund (the "Audit Committee"). 1. Structure and Membership Requirements: 1.01 The Audit Committee shall consist of at least three "independent" directors/trustees. "Independent" shall have the meaning ascribed to it in New York Stock Exchange Listed Company Standard 303.01(2) and (3). 1.02 Each member of the Audit Committee shall not be an "interested person" of the Funds, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940. 1.03 Each member of the Audit Committee shall be "financially literate," as such term is interpreted by the Fund's Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. 1.04 At least one member of the Audit Committee must have accounting or related financial management expertise, as such qualification is interpreted by the Fund's Board in its business judgment. 2. Meetings: 2.01 The Audit Committee shall meet at least twice each calendar year. 3. Duties and Powers: 3.01 Each Fund's outside auditor is ultimately accountable to the Audit Committee and to the Board. The Audit Committee, subject to the Board's approval and oversight, has the authority and responsibility, to select, evaluate and, where appropriate, replace the outside auditor. To the extent required by law, this includes nominating the selected outside auditor to be considered for approval or ratification by shareholders at their next annual meeting. 3.02 The Audit Committee shall approve the scope of professional services to be provided to the Funds by the outside auditor. 3.03 The Audit Committee shall review with the outside auditor the audit plan and results of the auditing engagement. 3.04 The Audit Committee shall review the independence of the outside auditor, including: (a) ensuring that the outside auditor submits to the Audit Committee, at least annually, a letter delineating all relationships between the auditor and the Funds; (b) engaging in a dialogue with the outside auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the outside auditor; and A-1 (c) recommending the Board take action in response to the outside auditor's report of any of the relationships discussed in (b) above, to the extent necessary and appropriate for the Audit Committee to satisfy itself of the outside auditor's independence. 3.05 The Audit Committee shall oversee any other aspects of the Funds' audit process as it deems necessary and appropriate. 3.06 The Audit Committee is empowered to review the Funds' system of internal controls. 3.07 The Audit Committee shall have the resources and authority as it deems appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). 4. Review of Charter: 4.01 The Audit Committee shall review and assess the adequacy of this charter annually. 4.02 Any changes to the charter must be recommended by the Audit Committee and approved by the Board. A-2 APPENDIX B JOINT GOVERNANCE COMMITTEE CHARTER OF THE MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS AS ADOPTED ON JULY 31, 2003 AND AS AMENDED ON APRIL 22, 2004 B-1 1. MISSION STATEMENT The Governance Committee (the "Governance Committee") is a committee of the Board of Trustees/Directors (referred to herein as the "Trustees" and collectively as the "Board") of each Fund listed in the attached Exhibit A1-. The purpose of the Governance Committee is to: (1) evaluate the suitability of potential candidates for election to the Board and recommend candidates for nomination by the Independent Trustees (as defined below); (2) develop and recommend to the Board a set of corporate governance principles applicable to the Fund, monitor corporate governance matters and make recommendations to the Board and act as the administrative committee with respect to Board policies and procedures, and committee policies and procedures; and (3) oversee periodic evaluations of the Board and any committees of the Board. 2. COMPOSITION The Governance Committee shall be comprised of three or more Trustees of the Board. Governance Committee members shall be designated by the full Board, and the manner of selection of the Governance Committee chair shall also be designated by the full Board. Each member of the Governance Committee shall be an independent director or trustee. A person shall be considered to be independent if he or she: (a) is independent as defined in New York Stock Exchange Listed Company Standard 303.01 (2) and (3); (b) is a "disinterested person" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended; and (c) does not accept, directly or indirectly, any consulting, advisory or other compensatory fee from any of the Funds or their investment advisor or any affiliated person of the advisor, other than fees from the Funds for serving as a member of the Funds' Boards or Committees of the Boards. Such independent directors or trustees are referred to herein as the "Independent Trustees." 3. MEETING OF THE GOVERNANCE COMMITTEE The Governance Committee shall fix its own rules of procedure, which shall be consistent with the Fund's organizational documents and this Governance Committee Charter. The Governance Committee shall meet at such times as may be determined as appropriate by the Committee. The Governance Committee, in its discretion, may ask Trustees, members of management or others, whose advice and counsel are sought by the Governance Committee, to attend its meetings (or portions thereof) and to provide such pertinent information as the Governance Committee requests. The Governance Committee shall cause to be maintained minutes of all meetings and records to those meetings and provide copies of such minutes to the Board and the Fund. 4. AUTHORITY The Governance Committee shall have the authority to carry out its duties and responsibilities as set forth in this Governance Committee Charter. ---------- 1 This Joint Governance Committee Charter has been adopted by each Fund. Solely for the sake of clarity and simplicity, this Joint Governance Committee Charter has been drafted as if there is a single Fund, a single Governance Committee and a single Board. The terms "Governance Committee," "Trustees" and "Board" mean the Governance Committee, Trustees and the Board of each Fund, respectively, unless the context otherwise requires. The Governance Committee, Trustees and the Board of each Fund, however, shall act separately and in the best interests of its respective Fund. B-2 5. GOALS, DUTIES AND RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE In carrying out its duties and responsibilities, the Governance Committee's policies and procedures will remain flexible, so that it may be in a position to react or respond to changing circumstances or conditions. The following are the duties and responsibilities of the Governance Committee: a. Board Candidates and Nominees The Governance Committee shall have the following goals and responsibilities with respect to Board candidates and nominees: i. evaluate the suitability of potential trustee/director candidates proposed by Trustees, shareholders or others; ii. recommend, for nomination by the Independent Trustees, candidates for election as an Independent Trustee by the shareholders or appointment by the Board, as the case may be, pursuant to the Fund's organizational documents. Persons recommended by the Governance Committee shall possess such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Fund, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or any listing requirements of the New York Stock Exchange ("NYSE") as applicable to the Fund; and iii. review the suitability for continued service as a trustee/director of each Independent Trustee when his or her term expires and at such other times as the Governance Committee deems necessary or appropriate, and to recommend whether or not the Independent Trustee should be re-nominated by the Independent Trustees. b. Corporate Governance The Governance Committee shall have the following goals and principles with respect to Board corporate governance: i. monitor corporate governance principles for the Fund, which shall be consistent with any applicable laws, regulations and listing standards, considering, but not limited to, the following: (1) trustee/director qualification standards to reflect the independence requirements of the Sarbanes-Oxley Act of 2002, as amended ("SOX") and the rules thereunder, the Investment Company Act of 1940, as amended ("the 1940 Act"), and the NYSE; (2) trustee/director duties and responsibilities; (3) trustee/director access to management, and, as necessary and appropriate, independent advisers; and (4) trustee/director orientation and continuing education; ii. review periodically the corporate governance principles adopted by the Board to assure that they are appropriate for the Fund and comply with the requirements of SOX, the 1940 Act and the NYSE, and to recommend any desirable changes to the Board; B-3 iii. consider other corporate governance issues that arise from time to time, and to develop appropriate recommendations for the Board; and c. Periodic Evaluations The Governance Committee shall be responsible for overseeing the evaluation of the Board as a whole and each Committee. The Governance Committee shall establish procedures to allow it to exercise this oversight function. In conducting this review, the Governance Committee shall evaluate whether the Board appropriately addresses the matters that are or should be within its scope pursuant to the set of corporate governance principles adopted by the Governance Committee. The Governance Committee shall address matters that the Governance Committee considers relevant to the Board's performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by management of the Fund to the Board, and whether the number and length of meetings of the Board were adequate for the Board to complete its work in a thorough and thoughtful manner. The Governance Committee shall report to the Board on the results of its evaluation, including any recommended changes to the principles of corporate governance, and any recommended changes to the Fund's or the Board's or a Committee's policies or procedures. This report may be written or oral. 6. EVALUATION OF THE GOVERNANCE COMMITTEE The Governance Committee shall, on an annual basis, evaluate its performance under this Joint Governance Committee Charter. In conducting this review, the Governance Committee shall evaluate whether this Joint Governance Committee Charter appropriately addresses the matters that are or should be within its scope. The Governance Committee shall address matters that the Governance Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Governance Committee to the Board, and whether the number and length of meetings of the Governance Committee were adequate for the Governance Committee to complete its work in a thorough and thoughtful manner. The Governance Committee shall report to the Board on the results of its evaluation, including any recommended amendments to this Joint Governance Committee Charter, and any recommended changes to the Fund's or the Board's policies or procedures. This report may be written or oral. 7. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS The Governance Committee may conduct or authorize investigations into or studies of matters within the Governance Committee's scope of responsibilities, and may retain, at the Fund's expense, such independent counsel or other advisers as it deems necessary. B-4 EXHIBIT A --------- FUND LIST --------- MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS AT MAY 2, 2005 RETAIL FUNDS ------------ OPEN-END RETAIL FUNDS TAXABLE MONEY MARKET FUNDS -------------------------- 1. Active Assets Government Securities Trust 2. Active Assets Institutional Government Securities Trust 3. Active Assets Institutional Money Trust 4. Active Assets Money Trust 5. Morgan Stanley Liquid Asset Fund Inc. 6. Morgan Stanley U.S. Government Money Market Trust TAX-EXEMPT MONEY MARKET FUNDS ----------------------------- 7. Active Assets California Tax-Free Trust 8. Active Assets Tax-Free Trust 9. Morgan Stanley California Tax-Free Daily Income Trust 10. Morgan Stanley New York Municipal Money Market Trust 11. Morgan Stanley Tax-Free Daily Income Trust EQUITY FUNDS ------------ 12. Morgan Stanley Aggressive Equity Fund 13. Morgan Stanley Allocator Fund 14. Morgan Stanley American Opportunities Fund 15. Morgan Stanley Biotechnology Fund 16. Morgan Stanley Capital Opportunities Trust 17. Morgan Stanley Developing Growth Securities Trust 18. Morgan Stanley Dividend Growth Securities Inc. 19. Morgan Stanley Equally-Weighted S&P 500 Fund 20. Morgan Stanley European Equity Fund Inc. 21. Morgan Stanley Financial Services Trust 22. Morgan Stanley Fund of Funds o Domestic Portfolio 23. Morgan Stanley Fundamental Value Fund 24. Morgan Stanley Global Advantage Fund 25. Morgan Stanley Global Dividend Growth Securities 26. Morgan Stanley Global Utilities Fund 27. Morgan Stanley Growth Fund 28. Morgan Stanley Health Sciences Trust B-5 29. Morgan Stanley Income Builder Fund 30. Morgan Stanley Information Fund 31. Morgan Stanley International Fund 32. Morgan Stanley International SmallCap Fund 33. Morgan Stanley International Value Equity Fund 34. Morgan Stanley Japan Fund 35. Morgan Stanley KLD Social Index Fund 36. Morgan Stanley Mid-Cap Value Fund 37. Morgan Stanley Nasdaq-100 Index Fund 38. Morgan Stanley Natural Resource Development Securities Inc. 39. Morgan Stanley Pacific Growth Fund Inc. 40. Morgan Stanley Real Estate Fund 41. Morgan Stanley Small-Mid Special Value Fund 42. Morgan Stanley S&P 500 Index Fund 43. Morgan Stanley Special Growth Fund 44. Morgan Stanley Special Value Fund 45. Morgan Stanley Total Market Index Fund 46. Morgan Stanley Total Return Trust 47. Morgan Stanley Utilities Fund 48. Morgan Stanley Value Fund BALANCED FUNDS -------------- 49. Morgan Stanley Balanced Growth Fund 50. Morgan Stanley Balanced Income Fund ASSET ALLOCATION FUND --------------------- 51. Morgan Stanley Strategist Fund TAXABLE FIXED-INCOME FUNDS -------------------------- 52. Morgan Stanley Convertible Securities Trust 53. Morgan Stanley Federal Securities Trust 54. Morgan Stanley Flexible Income Trust 55. Morgan Stanley High Yield Securities Inc. 56. Morgan Stanley Income Trust 57. Morgan Stanley Limited Duration Fund 58. Morgan Stanley Limited Duration U.S. Treasury Trust 59. Morgan Stanley Total Return Income Securities Fund 60. Morgan Stanley U.S. Government Securities Trust TAX-EXEMPT FIXED-INCOME FUNDS ----------------------------- 61. Morgan Stanley California Tax-Free Income Fund 62. Morgan Stanley Limited Term Municipal Trust 63. Morgan Stanley New York Tax-Free Income Fund 64. Morgan Stanley Tax-Exempt Securities Trust B-6 SPECIAL PURPOSE FUNDS --------------------- 65. Morgan Stanley Select Dimensions Investment Series o American Opportunities Portfolio o Balanced Growth Portfolio o Capital Opportunities Portfolio o Developing Growth Portfolio o Dividend Growth Portfolio o Equally-Weighted S&P 500 Portfolio o Flexible Income Portfolio o Global Equity Portfolio o Growth Portfolio o Money Market Portfolio o Utilities Portfolio 66. Morgan Stanley Variable Investment Series o Aggressive Equity Portfolio o Dividend Growth Portfolio o Equity Portfolio o European Growth Portfolio o Global Advantage Portfolio o Global Dividend Growth Portfolio o High Yield Portfolio o Income Builder Portfolio o Information Portfolio o Limited Duration Portfolio o Money Market Portfolio o Quality Income Plus Portfolio o S&P 500 Index Portfolio o Strategist Portfolio o Utilities Portfolio CLOSED-END RETAIL FUNDS ----------------------- TAXABLE FIXED-INCOME CLOSED-END FUNDS ------------------------------------- 67. Morgan Stanley Government Income Trust 68. Morgan Stanley Income Securities Inc. 69. Morgan Stanley Prime Income Trust TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS ---------------------------------------- 70. Morgan Stanley California Insured Municipal Income Trust 71. Morgan Stanley California Quality Municipal Securities 72. Morgan Stanley Insured California Municipal Securities 73. Morgan Stanley Insured Municipal Bond Trust 74. Morgan Stanley Insured Municipal Income Trust 75. Morgan Stanley Insured Municipal Securities 76. Morgan Stanley Insured Municipal Trust 77. Morgan Stanley Municipal Income Opportunities Trust B-7 78. Morgan Stanley Municipal Income Opportunities Trust II 79. Morgan Stanley Municipal Income Opportunities Trust III 80. Morgan Stanley Municipal Premium Income Trust 81. Morgan Stanley New York Quality Municipal Securities 82. Morgan Stanley Quality Municipal Income Trust 83. Morgan Stanley Quality Municipal Investment Trust 84. Morgan Stanley Quality Municipal Securities INSTITUTIONAL FUNDS ------------------- OPEN-END INSTITUTIONAL FUNDS 1. Morgan Stanley Institutional Fund, Inc. Active Portfolios: o Active International Allocation Portfolio o Emerging Markets Portfolio o Emerging Markets Debt Portfolio o Equity Growth Portfolio o European Real Estate Portfolio o Focus Equity Portfolio o Global Franchise Portfolio o Global Value Equity Portfolio o International Equity Portfolio o International Magnum Portfolio o International Small Cap Portfolio o Money Market Portfolio o Municipal Money Market Portfolio o Small Company Growth Portfolio o U.S. Real Estate Portfolio o Value Equity Portfolio Inactive Portfolios*: o China Growth Portfolio o Gold Portfolio o Large Cap Relative Value Portfolio o MicroCap Portfolio o Mortgage-Backed Securities Portfolio o Municipal Bond Portfolio o U.S. Equity Plus Portfolio ---------- * Have not commenced or have ceased operations B-8 2. Morgan Stanley Institutional Fund Trust Active Portfolios: o Advisory Foreign Fixed Income II Portfolio o Advisory Foreign Fixed Income Portfolio o Advisory Mortgage Portfolio o Balanced Portfolio o Core Plus Fixed Income Portfolio o Equity Portfolio o High Yield Portfolio o Intermediate Duration Portfolio o International Fixed Income Portfolio o Investment Grade Fixed Income Portfolio o Limited Duration Portfolio o Mid-Cap Growth Portfolio o Municipal Portfolio o U.S. Core Fixed Income Portfolio o U.S. Mid-Cap Value Portfolio o U.S. Small-Cap Value Portfolio o Value Portfolio Inactive Portfolios*: o Balanced Plus Portfolio o Growth Portfolio o Investment Grade Credit Advisory Portfolio o Mortgage Advisory Portfolio o New York Municipal Portfolio o Targeted Duration Portfolio o Value II Portfolio 3. The Universal Institutional Funds, Inc. Active Portfolios: o Core Plus Fixed Income Portfolio o Emerging Markets Debt Portfolio o Emerging Markets Equity Portfolio o Equity and Income Portfolio o Equity Growth Portfolio o Global Franchise Portfolio o Global Value Equity Portfolio o High Yield Portfolio o International Magnum Portfolio o Mid-Cap Growth Portfolio o Money Market Portfolio o Small Company Growth Portfolio o Technology Portfolio o U.S. Mid-Cap Value Portfolio o U.S. Real Estate Portfolio o Value Portfolio ---------- * Have not commenced or have ceased operations B-9 Inactive Portfolios*: o Balanced Portfolio. o Capital Preservation Portfolio o Core Equity Portfolio o International Fixed Income Portfolio o Investment Grade Fixed Income Portfolio o Latin American Portfolio o Multi-Asset Class Portfolio o Targeted Duration Portfolio 4. Morgan Stanley Institutional Liquidity Funds Active Portfolios: o Government Portfolio o Money Market Portfolio o Prime Portfolio o Tax-Exempt Portfolio o Treasury Portfolio Inactive Portfolios*: o Government Securities Portfolio o Treasury Securities Portfolio CLOSED-END INSTITUTIONAL FUNDS 5. Morgan Stanley Asia-Pacific Fund, Inc. 6. Morgan Stanley Eastern Europe Fund, Inc. 7. Morgan Stanley Emerging Markets Debt Fund, Inc. 8. Morgan Stanley Emerging Markets Fund, Inc. 9. Morgan Stanley Global Opportunity Bond Fund, Inc. 10. Morgan Stanley High Yield Fund, Inc. 11. The Latin American Discovery Fund, Inc. 12. The Malaysia Fund, Inc. 13. The Thai Fund, Inc. 14. The Turkish Investment Fund, Inc. CLOSED-END FUND OF HEDGE FUNDS 15. Morgan Stanley Institutional Fund of Hedge Funds IN REGISTRATION MORGAN STANLEY RETAIL FUNDS 16. Morgan Stanley American Franchise Fund FUNDS OF HEDGE FUNDS 17. Morgan Stanley Absolute Return Fund 18. Morgan Stanley Institutional Fund of Hedge Funds II ---------- * Have not commenced or have ceased operations B-10
EVERY SHAREHOLDER'S VOTE IS IMPORTANT YOUR PROXY VOTE IS IMPORTANT! AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET. IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS WHICH CAN HELP MINIMIZE FUND EXPENSES. IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS: 1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND. 2. CALL TOLL-FREE 1-866-241-6192 TO WEBSITE: https://vote.proxy-direct.com 3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS. 4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET. Please detach at perforation before mailing. PROXY MORGAN STANLEY QUALITY MUNICIPAL SECURITIES PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Stephanie V. Chang Yu, Barry Fink, and Joseph J. McAlinden, or any of them, proxies, each with the power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of the above mentioned fund to be held in the Auditorium, 3rd floor, 1221 Avenue of the Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time, and at any adjournment thereof, on the proposal set forth in the Notice of Annual Meeting dated May 12, 2005 as follows: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if held jointly) ------------------------------------------------------------ Date 15156_MCJ_D (Please see reverse side) EVERY SHAREHOLDER'S VOTE IS IMPORTANT YOUR PROXY VOTE IS IMPORTANT! AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET. IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS WHICH CAN HELP MINIMIZE FUND EXPENSES. IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS: 1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND. 2. CALL TOLL-FREE 1-866-241-6192 TO WEBSITE: https://vote.proxy-direct.com 3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS. 4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET. Please detach at perforation before mailing. PROXY MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Stephanie V. Chang Yu, Barry Fink, and Joseph J. McAlinden, or any of them, proxies, each with the power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of the above mentioned fund to be held in the Auditorium, 3rd floor, 1221 Avenue of the Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time, and at any adjournment thereof, on the proposal set forth in the Notice of Annual Meeting dated May 12, 2005 as follows: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if held jointly) ------------------------------------------------------------ Date 15156_MCJ_E (Please see reverse side) EVERY SHAREHOLDER'S VOTE IS IMPORTANT YOUR PROXY VOTE IS IMPORTANT! AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET. IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS WHICH CAN HELP MINIMIZE FUND EXPENSES. IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS: 1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND. 2. CALL TOLL-FREE 1-866-241-6192 TO WEBSITE: https://vote.proxy-direct.com 3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS. 4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET. Please detach at perforation before mailing. PROXY MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Stephanie V. Chang Yu, Barry Fink, and Joseph J. McAlinden, or any of them, proxies, each with the power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of the above mentioned fund to be held in the Auditorium, 3rd floor, 1221 Avenue of the Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time, and at any adjournment thereof, on the proposal set forth in the Notice of Annual Meeting dated May 12, 2005 as follows: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if held jointly) ------------------------------------------------------------ Date 15156_MCJ_F (Please see reverse side) EVERY SHAREHOLDER'S VOTE IS IMPORTANT PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY Please detach at perforation before mailing. TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD. YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS). PLEASE MARK VOTES AS IN THIS EXAMPLE: [X] FOR WITHHOLD FOR ALL EXCEPT [ ] [ ] [ ] 1. Election of three (3) Trustees: 01. Wayne E. Hedien 02. Joseph J. Kearns 03. Fergus Reid To withhold authority to vote for any nominee(s) mark "For All Except" and write the nominee number(s) on the line provided: -------------------------------------------------------------------------------- 15156_MCJ_D-F YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY EVERY SHAREHOLDER'S VOTE IS IMPORTANT YOUR PROXY VOTE IS IMPORTANT! AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET. IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS WHICH CAN HELP MINIMIZE FUND EXPENSES. IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS: 1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND. 2. CALL TOLL-FREE 1-866-241-6192 TO WEBSITE: https://vote.proxy-direct.com 3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS. 4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET. Please detach at perforation before mailing. PROXY MORGAN STANLEY QUALITY MUNICIPAL SECURITIES PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Stephanie V. Chang Yu, Barry Fink, and Joseph J. McAlinden, or any of them, proxies, each with the power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of the above mentioned fund to be held in the Auditorium, 3rd floor, 1221 Avenue of the Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time, and at any adjournment thereof, on the proposal set forth in the Notice of Annual Meeting dated May 12, 2005 as follows: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if held jointly) ------------------------------------------------------------ Date 15156_MCJ_G (Please see reverse side) EVERY SHAREHOLDER'S VOTE IS IMPORTANT YOUR PROXY VOTE IS IMPORTANT! AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET. IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS WHICH CAN HELP MINIMIZE FUND EXPENSES. IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS: 1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND. 2. CALL TOLL-FREE 1-866-241-6192 TO WEBSITE: https://vote.proxy-direct.com 3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS. 4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET. Please detach at perforation before mailing. PROXY MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Stephanie V. Chang Yu, Barry Fink, and Joseph J. McAlinden, or any of them, proxies, each with the power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of the above mentioned fund to be held in the Auditorium, 3rd floor, 1221 Avenue of the Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time, and at any adjournment thereof, on the proposal set forth in the Notice of Annual Meeting dated May 12, 2005 as follows: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if held jointly) ------------------------------------------------------------ Date 15156_MCJ_H (Please see reverse side) EVERY SHAREHOLDER'S VOTE IS IMPORTANT YOUR PROXY VOTE IS IMPORTANT! AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR THE INTERNET. IT SAVES MONEY! TELEPHONE AND INTERNET VOTING SAVES POSTAGE COSTS. SAVINGS WHICH CAN HELP MINIMIZE FUND EXPENSES. IT SAVES TIME! TELEPHONE AND INTERNET VOTING IS INSTANTANEOUS - 24 HOURS A DAY. IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS: 1. READ YOUR PROXY STATEMENT AND HAVE IT AT HAND. 2. CALL TOLL-FREE 1-866-241-6192 TO WEBSITE: https://vote.proxy-direct.com 3. FOLLOW THE RECORDED OR ON-SCREEN DIRECTIONS. 4. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET. Please detach at perforation before mailing. PROXY MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 21, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Stephanie V. Chang Yu, Barry Fink, and Joseph J. McAlinden, or any of them, proxies, each with the power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of the above mentioned trust to be held in the Auditorium, 3rd floor, 1221 Avenue of the Americas, New York, NY 10020 on June 21, 2005 at 10:30 a.m., New York City time, and at any adjournment thereof, on the proposal set forth in the Notice of Annual Meeting dated May 12, 2005 as follows: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if held jointly) ------------------------------------------------------------ Date 15156_MCJ_I (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 three (3) Trustees: FOR WITHHOLD FOR ALL EXCEPT [ ] [ ] [ ] 01. Wayne E. Hedien 02. Joseph J. Kearns 03. Fergus Reid To withhold authority to vote for any nominee(s) mark "For All Except" and write the nominee number(s) on the line provided: -------------------------------------------------------------------------------- 2. Election of one (1) Preferred Trustee: FOR WITHHOLD FOR ALL EXCEPT [ ] [ ] [ ] 01. Manuel H. Johnson 15156_MCJ_G-I YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY