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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11 (c) or
Section 240.14

Morgan Stanley Government Income Trust
Morgan Stanley Income Securities Inc.
Morgan Stanley Municipal Income Opportunities Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

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

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

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 2002

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY
GOVERNMENT INCOME TRUST, MORGAN STANLEY INCOME SECURITIES INC. and MORGAN
STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST (individually, a "Fund" and,
collectively, the "Funds"), two unincorporated business trusts organized under
the laws of the Commonwealth of Massachusetts and one corporation organized
under the laws of Maryland, will be held jointly in Room 208, 2nd Floor, 1221
Avenue of the Americas, New York, New York 10020, on December 18, 2002 at 9:00
a.m., New York City time, for the following purposes:

1. For MORGAN STANLEY GOVERNMENT INCOME TRUST and MORGAN STANLEY
MUNICIPAL INCOME OPPORTUNITIES TRUST, to elect three (3) Trustees to serve
until the year 2005 Annual Meeting of each Fund; and for MORGAN STANLEY
INCOME SECURITIES INC., to elect eight (8) Directors to serve until the
year 2003 Annual Meeting, or in each case, until their successors shall
have been elected and qualified.

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

Shareholders of record of each Fund as of the close of business on October
23, 2002 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the applicable Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which have been received by the
date of the Meeting.
BARRY FINK
Secretary
November 4, 2002
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 MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
- --------------------------------------------------------------------------------

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

1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020

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

JOINT PROXY STATEMENT

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

ANNUAL MEETINGS OF SHAREHOLDERS

DECEMBER 18, 2002

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees/ Directors (the "Board(s)") of MORGAN STANLEY
GOVERNMENT INCOME TRUST ("GVT"), MORGAN STANLEY INCOME SECURITIES INC. ("ICB")
and MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST ("OIA") (individually, a
"Fund" and, collectively, the "Funds") for use at the Annual Meetings of
Shareholders of the Funds to be held jointly on December 18, 2002 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this Proxy
Statement is expected to be made on or about November 11, 2002.

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

Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 23, 2002, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On October 23, 2002, there were 36,884,415 shares of
beneficial interest of GVT, 11,292,417 shares of common stock of ICB and
20,932,280 shares of beneficial interest of OIA outstanding, all with $0.01 par
value. No person was known to own as much as 5% of the outstanding shares of
any of the Funds on that date. The percentage ownership of shares of each Fund
changes from time to time depending on purchases and sales by Shareholders and
the total number of shares outstanding.

The cost of soliciting proxies for the Meeting of each Fund, consisting
principally of printing and mailing expenses, will be borne by each respective
Fund. The solicitation of proxies will be by mail, which may be supplemented by
solicitation by mail, telephone or otherwise through Trustees/Directors,
officers of the Funds, or officers and regular employees of Morgan Stanley
Investment Advisors Inc. ("Morgan Stanley Investment Advisors" or the
"Investment Manager"), Morgan Stanley Trust (or the "Transfer Agent"), Morgan
Stanley Services Company Inc. ("Morgan Stanley Services") and/or Morgan Stanley
DW Inc. ("Morgan Stanley DW"), without special compensation therefor. In
addition, each Fund may employ Alamo Direct Mail Services Inc. ("Alamo") as
proxy solicitor, the cost of which is not expected to exceed $3,000 for each
Fund and will be borne

by each respective Fund. In the event it appears that the required number of
votes to achieve quorum is not received, each Fund may utilize D.F. King & Co.,
Inc. ("D.F. King") to obtain the necessary votes to achieve quorum at a cost of
approximately $3,000 to each Fund plus expenses as outlined below.

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

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

(1) ELECTION OF TRUSTEES/DIRECTORS FOR EACH FUND

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

ICB --
GVT, OIA Until the year 2003
Until the year 2005 Annual Meeting Annual Meeting
------------------------------------ -----------------------
Michael Bozic Michael Bozic
Charles A. Fiumefreddo Charles A. Fiumefreddo
James F. Higgins Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell

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

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

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

The Boards of GVT and OIA previously determined that any nominee for
election as Trustee for each Fund will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows:

Class I--Messrs. Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien and
Johnson; and Class III--Messrs. Garn, Nugent and Purcell. Each nominee will, if
elected, serve a term of up to approximately three years running for the period
assigned to that class and terminating at the date of the Annual Meeting of
Shareholders so designated by the Boards, or any adjournments thereof. In
accordance with the above, the Trustees in Class I for GVT and OIA are standing
for election and will, if elected, serve until the year 2005 Annual Meeting for
each Fund as set forth above, or in each case, until his successor has been
elected and qualified. 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.

Pursuant to the provisions of the Articles of Incorporation of ICB, the
terms of office of each Director will expire each year. Therefore, all of the
Directors of the Fund, if elected, will serve until the year 2003 Annual
Meeting of ICB, or until their successors shall have been elected and
qualified.

The tables below set forth the following information regarding the
nominees for election as Trustee/ Director, and each of the other
Trustees/Directors (both the Independent Trustees/Directors and the Interested
Trustees/Directors), as well as the executive officers of the Funds: business
occupations during the last five years, age, term of office and length of time
served as of October 23, 2002, positions with the Funds, number of shares owned,
number of portfolios in the Fund Complex (defined below) overseen by each
Trustee/Director or nominee Trustee/Director and other directorships or
trusteeships held by each Trustee/Director in companies which file periodic
reports with the Securities and Exchange Commission, including the 95 investment
companies, including the Funds, for which Morgan Stanley Investment Advisors
serves as investment manager or investment advisor (referred to herein as the
"Morgan Stanley Funds") and the 2 investment companies, TCW/DW Term Trust 2002
and TCW/DW Term Trust 2003, for which Morgan Stanley Investment Advisors'
wholly-owned subsidiary, Morgan Stanley Services, serves as manager and TCW
Investment Management Company serves as investment adviser (referred to herein
as the "TCW/DW Term Trusts"). The Fund Complex includes all open- and closed-end
funds (including all of their portfolios) advised by Morgan Stanley Investment
Advisors Inc. and any funds that have an investment advisor that is an
affiliated person of Morgan Stanley Investment Advisors Inc. (including, but not
limited to, Morgan Stanley Investment Management Inc., Morgan Stanley
Investments LP and Van Kampen Asset Management Inc.).

INDEPENDENT TRUSTEES/DIRECTORS

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

Michael Bozic (61) Trustee/ Trustee/
c/o Mayer, Brown, Rowe & Director Director
Maw since April
Counsel to the Independent 1994
Trustees/Directors
1675 Broadway
New York, NY

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

Michael Bozic (61) Retired; Director or Trustee of the 129 Director of Weirton Steel
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and TCW/DW Corporation.
Maw Term Trusts; formerly Vice Chairman
Counsel to the Independent of Kmart Corporation (December
Trustees/Directors 1998-October 2000), Chairman and
1675 Broadway Chief Executive Officer of Levitz
New York, NY 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.

- ----------
* This is the date the Trustee/Director began serving the Morgan Stanley Funds.

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

Edwin J. Garn (70) Trustee/ Trustee/
c/o Summit Ventures LLC Director Director
1 Utah Center since January
201 S. Main Street 1993
Salt Lake City, UT

Wayne E. Hedien (68) Trustee/ Trustee/
c/o Mayer, Brown, Rowe & Director Director
Maw since
Counsel to the Independent September
Trustees/Directors 1997
1675 Broadway
New York, NY

Dr. Manuel H. Johnson (53) Trustee/ Trustee/
c/o Johnson Smick Director Director
International, Inc. since July
1133 Connecticut Avenue, 1991
N.W.
Washington, D.C.

Michael E. Nugent (66) Trustee/ Trustee/
c/o Triumph Capital, L.P. Director Director
237 Park Avenue since July
New York, NY 1991

Edwin J. Garn (70) Director or Trustee of the Morgan 129 Director of Franklin
c/o Summit Ventures LLC Stanley Funds and TCW/DW Term Covey (time management
1 Utah Center Trusts; formerly United States Senator systems), BMW Bank of
201 S. Main Street (R-Utah)(1974-1992) and Chairman, North America, Inc.
Salt Lake City, UT Senate Banking Committee (industrial loan
(1980-1986); formerly Mayor of Salt corporation), United
Lake City, Utah (1971-1974); formerly Space Alliance (joint
Astronaut, Space Shuttle Discovery venture between Lockheed
(April 12-19, 1985); Vice Chairman, Martin and the Boeing
Huntsman Corporation (chemical Company) and Nuskin
company); member of the Utah Asia Pacific (multilevel
Regional Advisory Board of Pacific marketing); member of the
Corp. board of various civic and
charitable organizations.

Wayne E. Hedien (68) Retired; Director or Trustee of the 129 Director of The PMI
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and TCW/DW Group Inc. (private
Maw Term Trusts; formerly associated with mortgage insurance);
Counsel to the Independent the Allstate Companies (1966-1994), Trustee and Vice
Trustees/Directors most recently as Chairman of The Chairman of The Field
1675 Broadway Allstate Corporation (March Museum of Natural
New York, NY 1993-December 1994) and Chairman History; director of
and Chief Executive Officer of its various other business and
wholly-owned subsidiary, Allstate charitable organizations.
Insurance Company (July
1989-December 1994).

Dr. Manuel H. Johnson (53) Chairman of the Audit Committee 129 Director of NVR, Inc.
c/o Johnson Smick and Director or Trustee of the (home construction);
International, Inc. Morgan Stanley Funds and TCW/DW Chairman and Trustee of
1133 Connecticut Avenue, Term Trusts; Senior Partner, Johnson the Financial Accounting
N.W. Smick International, Inc., a consulting Foundation (oversight
Washington, D.C. firm; Co-Chairman and a founder of organization of the
the Group of Seven Council (G7C), Financial Accounting
an international economic Standards Board).
commission; formerly Vice Chairman
of the Board of Governors of the
Federal Reserve System and Assistant
Secretary of the U.S. Treasury.

Michael E. Nugent (66) Chairman of the Insurance Committee 207 Director of various
c/o Triumph Capital, L.P. and Director or Trustee of the business organizations.
237 Park Avenue Morgan Stanley Funds and TCW/DW
New York, NY Term Trusts; director/trustee of
various investment companies
managed by Morgan Stanley
Investment Management Inc. and
Morgan Stanley Investments LP (since
July 2001); General Partner, Triumph
Capital, L.P., a private investment
partnership; formerly Vice President,
Bankers Trust Company and BT
Capital Corporation (1984-1988).

- ----------
* This is the date the Trustee/Director began serving the Morgan Stanley Funds.

INTERESTED TRUSTEES/DIRECTORS

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

Charles A. Fiumefreddo (69) Chairman Trustee/
c/o Morgan Stanley Trust and Director
Harborside Financial Center, Director or since July
Plaza Two, Trustee 1991
Jersey City, NJ

James F. Higgins (54) Trustee/ Trustee/
c/o Morgan Stanley Trust Director Director
Harborside Financial Center, since June
Plaza Two, 2000
Jersey City, NJ

Philip J. Purcell (59) Trustee/ Trustee/
1585 Broadway Director Director
New York, NY since April
1994

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

Charles A. Fiumefreddo (69) Chairman and Director or Trustee of 129 None
c/o Morgan Stanley Trust the Morgan Stanley Funds and
Harborside Financial Center, TCW/DW Term Trusts; formerly
Plaza Two, Chairman, Chief Executive Officer
Jersey City, NJ and Director of the Investment
Manager, the Distributor and Morgan
Stanley Services, Executive Vice
President and Director of Morgan
Stanley DW, Chairman and Director
of the Transfer Agent and Director
and/or officer of various Morgan
Stanley subsidiaries (until June 1998)
and Chief Executive Officer of the
Morgan Stanley Funds and the
TCW/DW Term Trusts (until
September 2002).

James F. Higgins (54) Director or Trustee of the Morgan 129 None
c/o Morgan Stanley Trust Stanley Funds and TCW/DW Term
Harborside Financial Center, Trusts (since June 2000); Senior
Plaza Two, Advisor of Morgan Stanley (since
Jersey City, NJ August 2000); Director of the
Distributor and Dean Witter Realty
Inc.; previously President and Chief
Operating Officer of the Private
Client Group of Morgan Stanley (May
1999-August 2000), President and
Chief Operating Officer of Individual
Securities of Morgan Stanley
(February 1997-May 1999).

Philip J. Purcell (59) Director or Trustee of the Morgan 129 Director of American
1585 Broadway Stanley Funds and TCW/DW Term Airlines, Inc. and its
New York, NY Trusts; Chairman of the Board of parent company, AMR
Directors and Chief Executive Officer Corporation
of Morgan Stanley and Morgan
Stanley DW; Director of the
Distributor; Chairman of the Board of
Directors and Chief Executive Officer
of Novus Credit Services Inc.;
Director and/or officer of various
Morgan Stanley subsidiaries.

- ----------
* This is the date the Trustee/Director began serving the Morgan Stanley Funds.

OFFICERS OF THE FUNDS

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

Mitchell M. Merin (49) President and President since May
1221 Avenue of the Americas Chief Executive 1999 and Chief
New York, NY Officer Executive Officer since
September 2002

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

Mitchell M. Merin (49) President and Chief Operating Officer of Morgan Stanley
1221 Avenue of the Americas Investment Management (since December 1998); President,
New York, NY Director (since April 1997) and Chief Executive Officer
(since June 1998) of the Investment Manager and Morgan
Stanley Services; Chairman, Chief Executive Officer and
Director of the Distributor (since June 1998); Chairman
(since June 1998) and Director (since January 1998) of the
Transfer Agent; Director of various Morgan Stanley
subsidiaries; President (since May 1999) and Chief Executive
Officer (since September 2002) of the Morgan Stanley Funds
and TCW/DW Term Trusts; President and Chief Executive
Officer of the Van Kampen open-end funds (since October
2002) and Trustee of various Van Kampen investment companies
(since December 1999); previously Chief Strategic Officer of
the Investment Manager and Morgan Stanley Services and
Executive Vice President of the Distributor (April 1997-June
1998), Vice President of the Morgan Stanley Funds (May
1997-April 1999), and Executive Vice President of Morgan
Stanley.

POSITION(S)
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER THE FUNDS TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------------------ ------------------- ---------------- ------------------------------------------------------------

Barry Fink (47) Vice President, Since General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas Secretary and February 1997 (since December 2000) of Morgan Stanley Investment
New York, NY General Counsel Management; Managing Director (since December 2000), and
Secretary and General Counsel (since February 1997) and
Director (since July 1998) of the Investment Manager and
Morgan Stanley Services; Assistant Secretary of Morgan
Stanley DW; Vice President, Secretary and General Counsel
of the Morgan Stanley Funds and TCW/DW Term Trusts
(since February 1997); Vice President and Secretary of the
Distributor; previously, Senior Vice President, Assistant
Secretary and Assistant General Counsel of the Investment
Manager and Morgan Stanley Services.

Thomas F. Caloia (56) Treasurer Since First Vice President and Assistant Treasurer of the
c/o Morgan Stanley Trust April 1989 Investment Manager, the Distributor and Morgan Stanley
Harborside Financial Center, Services; Treasurer of the Morgan Stanley Funds.
Plaza Two,
Jersey City, NJ

Ronald E. Robison (63) Vice President Since Managing Director, Chief Administrative Officer and
1221 Avenue of the Americas October 1998 Director (since February 1999) of the Investment Manager
New York, NY and Morgan Stanley Services and Chief Executive Officer
and Director of the Transfer Agent; previously Managing
Director of the TCW Group Inc.

Joseph J. McAlinden (59) Vice President Since Managing Director and Chief Investment Officer of the
1221 Avenue of the Americas July 1995 Investment Manager, Morgan Stanley Investment
New York, NY Management Inc. and Morgan Stanley Investments LP;
Director of the Transfer Agent. Chief Investment Officer of
the Van Kampen Funds.

Francis Smith (37) Vice President Since Vice President and Chief Financial Officer of the Morgan
c/o Morgan Stanley Trust and Chief September 2002 Stanley Funds and the TCW/DW Term Trusts (since
Harborside Financial Center Financial Officer September 2002); Executive Director of the Investment
Plaza Two, Manager and Morgan Stanley Services (since December
Jersey City, NJ 2001). Formerly, Vice President of the Investment Manager
and Morgan Stanley Services (August 2000-November 2001),
Senior Manager at PricewaterhouseCoopers LLP (January
1998-August 2000) and Associate--Fund Administration at
BlackRock Financial Management (July 1996-December
1997).

For each Trustee/Director, the dollar range of equity securities
beneficially owned by the Trustee/Director is shown below.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS TRUSTEE/DIRECTOR IN FAMILY OF INVESTMENT COMPANIES
NAME OF TRUSTEE/DIRECTOR (AS OF DECEMBER 31, 2001) (AS OF DECEMBER 31, 2001)
- -------------------------- ------------------------------------------------ ---------------------------------------------------

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
Michael E. Nugent none over $100,000
INTERESTED:
Charles A. Fiumefreddo none over $100,000
James F. Higgins none over $100,000
Philip J. Purcell none over $100,000

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

In addition, A. Thomas Smith III, Managing Director and General Counsel of
the Investment Manager and Morgan Stanley Services, is a Vice President and
Assistant Secretary of the Funds, and Sara Badler, Stefanie Chang-Yu, Lou Anne
D. McInnis, Carsten Otto and Ruth Rossi, Executive Directors and Assistant
General Counsels of the Investment Manager and Morgan Stanley Services, Marilyn
K. Cranney, First Vice President and Assistant General Counsel of the
Investment Manager and Morgan Stanley Services, and Joanne Doldo,

Natasha Kassian and Sheldon Winicour, Vice Presidents and Assistant General
Counsels of the Investment Manager and Morgan Stanley Services, are Assistant
Secretaries of the Funds.

THE BOARD OF TRUSTEES/DIRECTORS, THE INDEPENDENT TRUSTEES/DIRECTORS, AND THE
COMMITTEES

The Board currently consists of eight Trustees/Directors. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Funds, and are referred to in this section as Trustees. As of the date of this
Proxy Statement, there are a total of 99 Morgan Stanley Funds, comprised of 131
portfolios. As of September 30, 2002, the Morgan Stanley Funds had total net
assets of approximately $120 billion and more than six million shareholders.

Five Trustees have no affiliation or business connection with Morgan
Stanley Investment Advisors 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.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley 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 Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. All of
the Independent Trustees serve as members of the Audit Committee. In addition,
six of the Trustees/Directors, including all of the Independent Trustees, serve
as members of the Derivatives Committee and three directors/trustees including
two independent trustees, serve as members of the Insurance Committee. The
Funds do not have any nominating or compensation committees.

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

The Board of the Trust has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Trust with respect to
derivative investments, if any, made by the Trust. The Derivatives Committee
currently consists of Mr. Fiumefreddo and all the Independent Trustees.
Finally, the Board of the Trust has formed an Insurance Committee to review and
monitor the insurance coverage maintained by the Trust. The Insurance Committee
currently consists of Messrs. Nugent, Fiumefreddo and Hedien.

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

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

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

GVT .......... 9/30/02 6 9 10 3 1
ICB .......... 9/30/02 6 9 10 3 1
OIA .......... 5/31/02 6 9 11 3 2

AUDIT COMMITTEE REPORT

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

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

The Audit Committee

Manuel H. Johnson (Chairman)
Michael Bozic
Edwin J. Garn
Wayne E. Hedien
Michael E. Nugent

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES/DIRECTORS FOR ALL
MORGAN STANLEY FUNDS

The Independent Trustees/Directors and the Funds' management believe that
having the same Independent Trustees/Directors for each of the Morgan Stanley
Funds avoids the duplication of effort that would arise from having different
groups of individuals serving as Independent Trustees/Directors for each of the
Funds or even of sub-groups of Funds. They believe that having the same
individuals serve as Independent Trustees/ Directors of all the 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/ Directors 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/Directors 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/Directors of the caliber, experience and business acumen
of the individuals who serve as Independent Trustees/Directors of the Morgan
Stanley Funds.

SHARE OWNERSHIP BY TRUSTEES/DIRECTORS

The Trustees/Directors have adopted a policy pursuant to which each
Trustee/Director and/or his or her spouse is required to invest at least
$25,000 in any of the Funds in the Morgan Stanley Funds complex on whose

boards the Trustee/Director serves. In addition, the policy contemplates that
the Trustees/Directors will, over time, increase their aggregate investment in
the Funds above the $25,000 minimum requirement. The Trustees/Directors may
allocate their investments among specific Funds in any manner they determine is
appropriate based on their individual investment objectives. As of the date of
this Proxy Statement, each Trustee/Director is in compliance with the policy.
Any future Trustee/Director will be given a one year period following his or
her election within which to comply with the foregoing. As of September 30,
2002, the total value of the investments by the Trustees/Directors and/or their
spouses in shares of the Morgan Stanley Funds was approximately $54 million.

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

COMPENSATION OF TRUSTEES/DIRECTORS

Each Fund pays each Independent Trustee/Director an annual fee of $800
plus a per meeting fee of $50 for meetings of the Board of Trustees/Directors,
the Independent Trustees/Directors or committees of the Board attended by the
Trustee/Director (each Fund pays the Chairman of the Audit Committee an
additional annual fee of $750 and the Chairmen of the Derivatives and Insurance
Committees additional annual fees of $500). If a Board meeting and a meeting of
the Independent Trustees/Directors or a Committee meeting (except an Audit
Committee meeting), or a meeting of the Independent Trustees/Directors and/or
more than one Committee meeting (except an Audit Committee meeting), take place
on a single day, the Trustees/ Directors are paid a single meeting fee by each
Fund. Each Fund also reimburses such Trustees/Directors for travel and other
out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees/Directors and officers of the Funds who are or have been
employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Funds for their services as
Trustee/Director. The Funds pay Mr. Fiumefreddo an annual fee for his service
as Chairman of the Board and for administrative services provided to the Board
of Trustees/Directors. During each Fund's recent fiscal year Mr. Fiumefreddo
received $1,333, $703 and $578, respectively from GVT, ICB and OIA.

As of the date of this Proxy Statement, 51 of the Morgan Stanley Funds,
including each of the Funds represented in this Proxy Statement, have adopted a
retirement program under which an Independent Trustee/Director who retires
after serving for at least five years (or such lesser period as may be
determined by the Board) as an Independent Director or Trustee of any Morgan
Stanley Fund that has adopted the retirement program (each such Fund referred
to as an "Adopting Fund" and each such Trustee/Director referred to as an
"Eligible Trustee/Director") is entitled to retirement payments upon reaching
the eligible retirement age (normally, after attaining age 72). Annual payments
are based upon length of service. Currently, upon retirement, each Eligible
Trustee/Director is entitled to receive from each Adopting Fund, commencing as
of his or her retirement date and continuing for the remainder of his or her
life, an annual retirement benefit (the "Regular Benefit") equal to 30.22% of
his or her Eligible Compensation plus 0.5036667% of such Eligible Compensation
for each full month of service as an Independent Director or Trustee of any
Adopting Fund in excess of five years up to a maximum of 60.44% after ten years
of service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee/Director for service to the Adopting Fund in the five year period prior
to the date of the Eligible Trustee's/Director's retirement. An Eligible
Trustee/Director may elect alternate payments of his or her retirement benefits
based upon the combined life expectancy of such Eligible Trustee/Director and
his or her spouse on the date of such Eligible Trustee's/Director's retirement.
The amount estimated to be payable under this method, through the remainder of
the later of the lives of such Eligible Trustee/Director and spouse, will be
the actuarial equivalent of the Regular Benefit. In addition, the Eligible
Trustee/Director may elect that the surviving spouse's periodic payment of
benefits will be equal to a lower percentage of the periodic amount when

both spouses were alive. Benefits under the retirement program are accrued as
expenses on the books of the Funds. Such benefits are not secured or funded by
the Adopting Funds.

The following tables illustrate the compensation paid to each Fund's
Independent Trustees/Directors by each Fund for its last fiscal year, and the
retirement benefits accrued to each Fund's Independent Trustees/ Directors by
the Fund for its last fiscal year and the estimated retirement benefits for the
Fund's Independent Trustees/Directors, to commence upon their retirement, as of
the end of the Fund's last fiscal year.

MORGAN STANLEY GOVERNMENT INCOME TRUST (GVT)

FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------

Michael Bozic ................. $1,700 $377 10 60.44% $ 937
Edwin J. Garn ................. 1,700 561 10 60.44 950
Wayne E. Hedien ............... 1,700 725 9 51.37 805
Dr. Manuel H. Johnson ......... 2,450 386 10 60.44 1,390
Michael E. Nugent ............. 2,200 652 10 60.44 1,239

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

MORGAN STANLEY INCOME SECURITIES INC. (ICB)

FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Director's elections described in the discussion
of the retirement program above.

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST (OIA)

Michael Bozic ................. $1,600 $390 10 60.44% $ 937
Edwin J. Garn ................. 1,600 596 10 60.44 944
Wayne E. Hedien ............... 1,600 738 9 51.37 801
Dr. Manuel H. Johnson ......... 2,350 393 10 60.44 1,390
Michael E. Nugent ............. 2,100 677 10 60.44 1,239

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

The following table illustrates the compensation paid to the
Trustees/Directors of the Funds for the calendar year ended December 31, 2001
for services to the 97 registered Morgan Stanley Funds (consisting of 129
portfolios) that were in operation at December 31, 2001. None of the Fund's
Trustees received compensation from any other funds in the Fund Complex except
for Mr. Nugent who received compensation for service as Director/Trustee to 16
other registered funds (consisting of 78 portfolios) in the Fund Complex.

CASH COMPENSATION FROM MORGAN STANLEY FUNDS

TOTAL CASH
COMPENSATION
FOR SERVICES TO
97 MORGAN STANLEY
FUNDS AND OTHER
FUNDS IN THE
NAME OF TRUSTEES/DIRECTORS FUND COMPLEX
- -------------------------------- ------------------
Michael Bozic .......................................... $150,150
Edwin J. Garn .......................................... 150,150
Wayne E. Hedien ........................................ 150,100
Dr. Manuel H. Johnson .................................. 219,900
Michael E. Nugent ...................................... 228,362
Charles A. Fiumefreddo ................................. $360,000

The following table illustrates the retirement benefits accrued to the
Independent Trustees/Directors of the Funds by the 52 Morgan Stanley Funds
(including each of the Funds represented in this Proxy Statement) for the year
ended December 31, 2001, and the estimated retirement benefits for each Fund's
Independent Trustees/Directors, to commence upon their retirement, from the 52
Morgan Stanley Funds as of December 31, 2001. For the calendar year ended
December 31, 2001, no retirement benefits were accrued to the Independent
Trustees from any other fund in the Fund Complex.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY FUNDS

FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED ESTIMATE ANNUAL
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES/DIRECTORS (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ---------------------------------------- ---------------- -------------- --------------------- ----------------

Michael Bozic .......................... 10 60.44% $21,395 $48,443
Edwin J. Garn .......................... 10 60.44 33,443 49,121
Wayne E. Hedien ........................ 9 51.37 44,952 41,437
Dr. Manuel H. Johnson .................. 10 60.44 22,022 72,014
Michael E. Nugent ...................... 10 60.44 38,472 64,157
8 50.37 68,342 50,640

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's/Director's elections described in the
discussion of the retirement program above.

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

THE INVESTMENT MANAGER OR INVESTMENT ADVISOR

Morgan Stanley Investment Advisors Inc. currently serves as each Fund's
investment manager or investment advisor pursuant to an investment management
agreement or investment advisory agreement. Morgan Stanley Investment Advisors
maintains its offices at 1221 Avenue of the Americas, New York,

New York 10020. Morgan Stanley Investment Advisors, formerly known as Morgan
Stanley Dean Witter Advisors Inc., adopted its current name on June 18, 2001.
Morgan Stanley Investment Advisors is a wholly-owned subsidiary of Morgan
Stanley, a preeminent global securities firm that maintains leading market
positions in each of its three primary businesses--securities, asset management
and credit services.

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

Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036.
There are various lawsuits pending against Morgan Stanley involving material
amounts which, in the opinion of its management, will be resolved with no
material effect on the consolidated financial position of the company.

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

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

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES PAID BY THE FUNDS

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of GVT and
ICB for their respective fiscal years ended September 30, 2002, and for OIA for
its fiscal year ended May 31, 2002 were $27,000, $27,000 and $27,000,
respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

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

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Funds, the investment advisor
and to affiliated entities that provided services to the Funds amounted to
$13.8 million, of which approximately $2.3 million related to fees for
attestation services such as comfort letters and consents related to SEC and
other registration statements, agreed upon procedures and consultation on
accounting standards, and approximately $1.2 million related to fees for
services such as tax and regulatory consultation, tax return preparation and
compliance, and approximately $10.3 million related to services for improving
business and operational processes.

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

ADDITIONAL INFORMATION

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

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received by no later
than July 10, 2003 for GVT, ICB and OIA, for inclusion in the proxy statement
and proxy for each respective Fund's next annual meeting. The mere submission
of a proposal does not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal securities laws
must be met.

REPORTS TO SHAREHOLDERS

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

INTEREST OF CERTAIN PERSONS

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

SECTION 16

The following persons are "reporting persons" of ICB under Section 16 of
the Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: David Horowitz and
Scott Richard. None of the above reporting persons has ever held any shares of
the Fund.

OTHER BUSINESS

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

By Order of the Boards of Trustees/Directors

BARRY FINK
Secretary

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 303.01B(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

MORGAN STANLEY
GOVERNMENT INCOME TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Government Income Trust on December 18, 2002, at 9:00 a.m., New
York time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated November 4, 2002 as follows:

(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 TRUSTEES 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.

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

AS TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD. PLEASE MARK VOTES
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS). BLACK OR BLUE INK

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-866-837-1893

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Michael Bozic 02. Charles A. Fiumefreddo
03. James F. Higgins

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) MARK "FOR ALL
EXCEPT" AND WRITE THE NOMINEE NUMBER(S) ON THE LINE PROVIDED:

- -------------------------------------------------------------------------------
CONTROL NUMBER
- -------------------------------------------------------------------------------

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

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

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

- -------------------------------------------
Date

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

- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -

MORGAN STANLEY
GOVERNMENT INCOME TRUST

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

IMPORTANT

USE ONE OF THESE 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 1-866-837-1893 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

PRX00123

MORGAN STANLEY
MUNICIPAL INCOME OPPORTUNITIES TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Municipal Income Opportunities Trust on December 18, 2002, at
9:00 a.m., New York time, and at any adjournment thereof, on the proposal set
forth in the Notice of Meeting dated November 4, 2002 as follows:

(Continued on reverse side)

IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

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TO VOTE A PROXY BY PHONE, call Toll-Free: 1-866-837-1893

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Michael Bozic 02. Charles A. Fiumefreddo
03. James F. Higgins

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) MARK "FOR ALL
EXCEPT" AND WRITE THE NOMINEE NUMBER(S) ON THE LINE PROVIDED:

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CONTROL NUMBER
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- -------------------------------------------
Signature

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

- -------------------------------------------
Date

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

- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -

MORGAN STANLEY
MUNICIPAL INCOME OPPORTUNITIES TRUST

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IMPORTANT

USE ONE OF THESE 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.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-866-837-1893 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

PRX00118

MORGAN STANLEY
INCOME SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Income Securities Inc. on December 18, 2002, at 9:00 a.m., New
York time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated November 4, 2002 as follows:

(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 DIRECTORS SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF DIRECTORS.

IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

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

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-866-837-1893

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (8) Trustees: [ ] [ ] [ ]

01. Michael Bozic 02. Charles A. Fiumefreddo 03. Edwin J. Garn

04. Wayne E. Hedien 05. James F. Higgins 06. Manuel H. Johnson

07. Michael E. Nugent 08. Philip J. Purcell

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) MARK "FOR ALL
EXCEPT" AND WRITE THE NOMINEE NUMBER(S) ON THE LINE PROVIDED:

- -------------------------------------------------------------------------------
CONTROL NUMBER
- -------------------------------------------------------------------------------

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

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

- -------------------------------------------
Date

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

- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -

MORGAN STANLEY
INCOME SECURITIES INC.

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

IMPORTANT

USE ONE OF THESE 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.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-866-837-1893 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

PRX00098

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MORGAN STANLEY FUNDS
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OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK

You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.

TO VOTE BY INTERNET:

1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Vote Your Proxy Here" link on the website
htpps://vote.proxy-direct.com.
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.

TO VOTE BY TELEPHONE:

1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-597-7836.
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.

Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.

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