MORGAN STANLEY HIGH INCOME ADVANTAGE TRUST II
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 10, 2002
The undersigned shareholder of Morgan Stanley High Income Advantage Trust
II does hereby appoint Barry Fink, Ronald E. Robison and Joseph J. McAlinden and
each of them, as attorneys-in-fact and proxies of the undersigned, each with the
full power of substitution, to attend the Special Meeting of Shareholders of
Morgan Stanley High Income Advantage Trust II to be held on December 10, 2002,
in the
at A.M., New York time, and at all adjournments
thereof and to vote the shares held in the name of the undersigned on the
record date for said meeting for the Proposal specified on the reverse side
hereof. Said attorneys-in-fact shall vote in accordance with their best
judgment as to any other matter.
(Continued on reverse side)
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 PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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PLEASE MARK VOTES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD AS IN THE EXAMPLE
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR BLUE
INTERNET INK [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836
TO VOTE A PROXY BY INTERNET, visit our Website(s):
HTTPS://VOTE.PROXY_DIRECT.COM
The Proposal: FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Approval of the Agreement and Plan of
Reorganization, dated as of July 25, 2002, pursuant to which substantially all
of the assets of Morgan Stanley High Income Advantage Trust II would be combined
with those of Morgan Stanley High Yield Securities Inc. and shareholders of
Morgan Stanley High Income Advantage Trust II would become shareholders of
Morgan Stanley High Yield Securities Inc. receiving shares in Morgan Stanley
High Yield Securities Inc. with a value equal to the value of their holdings in
Morgan Stanley High Income Advantage Trust II.
Please sign personally. If the shares are registered in more than one name,
each joint owner or each fiduciary, should sign personally. Only authorized
officers should sign for corporations.
Please make sure to sign and date this Proxy using black or blue ink.
Date
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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-- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - --
MORGAN STANLEY HIGH INCOME
ADVANTAGE TRUST II
IMPORTANT
USE ONE OF THE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY_DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
054, 394, 395, 396