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 Municipal Income Opportunities Trust II
Morgan Stanley Insured Municipal Securities
Morgan Stanley Insured California Municipal Securities

-----------------------------------------
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

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

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 MUNICIPAL INCOME OPPORTUNITIES TRUST II
MORGAN STANLEY INSURED MUNICIPAL SECURITIES
MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 17, 2003

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY MUNICIPAL
INCOME OPPORTUNITIES TRUST II, MORGAN STANLEY INSURED MUNICIPAL SECURITIES and
MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES (individually, a "Fund"
and, collectively, the "Funds"), unincorporated business trusts organized under
the laws of the Commonwealth of Massachusetts, will be held jointly in Room
207, 2nd Floor, at 1221 Avenue of the Americas, New York, New York 10020, on
June 17, 2003 at 9:00 a.m., New York City time, for the following purposes:

1. For MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II, to
elect three Trustees to serve until the year 2006 Annual Meeting of the
Fund; or until their successors shall have been elected and qualified; and
for MORGAN STANLEY INSURED MUNICIPAL SECURITIES and MORGAN STANLEY INSURED
CALIFORNIA MUNICIPAL SECURITIES, to elect two Trustees to serve until the
year 2006 Annual Meeting of each Fund; 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.

Shareholders of record of each Fund as of the close of business on April
24, 2003 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting of
any Fund, 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

May 6, 2003
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. 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 MUNICIPAL INCOME OPPORTUNITIES TRUST II
MORGAN STANLEY INSURED MUNICIPAL SECURITIES
MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES

1221 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK 10020

--------------------
JOINT PROXY STATEMENT
--------------------

ANNUAL MEETINGS OF SHAREHOLDERS

JUNE 17, 2003

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY MUNICIPAL INCOME
OPPORTUNITIES TRUST II ("OIB"), MORGAN STANLEY INSURED MUNICIPAL SECURITIES
("IMS") and MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES ("ICS")
(individually, a "Fund" and, collectively, the "Funds") for use at the Annual
Meetings of Shareholders of the Funds to be held jointly on June 17, 2003 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this Proxy
Statement is expected to be made on or about May 9, 2003.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
("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 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 April 24, 2003, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On the Record Date, there were 17,909,555 shares of
beneficial interest of OIB, 7,666,722 shares of beneficial interest of IMS and
3,872,217 shares of beneficial interest of ICS 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, 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")

for mailing, tabulating and making telephone calls reminding shareholders to
vote, the cost of which 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
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 Fund. With respect to
telephone calls by Alamo, expenses would be approximately $1.00 per outbound
telephone contact.

(1) ELECTION OF TRUSTEES FOR EACH FUND

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

OIB -- IMS, ICS --
Until the year 2006 Annual Meeting Until the year 2006 Annual Meeting
- ------------------------------------ -----------------------------------
Michael Bozic Wayne E. Hedien
Charles A. Fiumefreddo Manuel H. Johnson
James F. Higgins

Five of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson and Michael E. Nugent) are "Independent Trustees,"
that is, Trustees 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, 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 (the "Interested
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 been elected previously by the Shareholders of the
Funds.

The nominees of the Board for election as Trustee of each Fund 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 OIB--
Michael Bozic, Charles A. Fuimefreddo and James F. Higgins; for IMS and
ICS--Wayne E. Hedien and Manuel H. Johnson. 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 as the Boards
may recommend or, in the case of an Independent Trustee nominee, as the
Independent Trustees 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 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 Fund, 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 Fund 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. Any 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 OIB and the Trustees in Class II for IMS and
ICS are standing for election and will, if elected, serve until the year 2006
Annual Meetings for each Fund as set forth above, or until their successors
shall have 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.

The tables below set forth the following information 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 Funds: business occupations during the last five years, age,
term of office and length of time served as of April 24, 2003, positions with
the Funds, number of shares owned, number of portfolios in the Fund Complex
(defined below) overseen by each Trustee or nominee Trustee, and other
directorships or trusteeships held by each Trustee 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 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. The Fund Complex includes all open-end 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

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

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

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

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

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

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

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 (62) Retired; Director or Trustee of the 123 Director of Weirton Steel
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and TCW/DW Corporation.
Maw Term Trust 2003; formerly Vice
Counsel to the Independent Chairman of Kmart Corporation
Trustees (December 1998-October 2000),
1675 Broadway Chairman and Chief Executive Officer
New York, NY 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 (70) Director or Trustee of the Morgan 123 Director of Franklin
c/o Summit Ventures LLC Stanley Funds and TCW/DW Term Covey (time management
1 Utah Center Trust 2003; formerly United States systems), BMW Bank of
201 S. Main Street Senator (R-Utah)(1974-1992) and North America, Inc.
Salt Lake City, UT Chairman, Senate Banking Committee (industrial loan
(1980-1986); formerly Mayor of Salt corporation), United
Lake City, Utah (1971-1974); Space Alliance (joint
Astronaut, Space Shuttle Discovery venture between Lockheed
(April 12-19, 1985) and Vice Martin and the Boeing
Chairman, Huntsman Corporation Company) and Nuskin
(chemical company); member of the Asia Pacific (multilevel
Utah Regional Advisory Board of marketing); member of the
Pacific Corp. board of various civic and
charitable organizations.

Wayne E. Hedien (69) Retired; Director or Trustee of the 123 Director of The PMI
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and TCW/DW Group Inc. (private
Maw Term Trust 2003; formerly associated mortgage insurance);
Counsel to the Independent with the Allstate Companies Trustee and Vice
Trustees (1966-1994), most recently as Chairman of The Field
1675 Broadway Chairman of The Allstate Corporation Museum of Natural
New York, NY (March 1993-December 1994) and History; director of
Chairman and Chief Executive Officer various other business and
of its wholly-owned subsidiary, charitable organizations.
Allstate Insurance Company (July
1989-December 1994).

Dr. Manuel H. Johnson (54) Chairman of the Audit Committee 123 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
2099 Pennsylvania Avenue NW Term Trust 2003; Senior Partner, the Financial Accounting
Suite 950 Johnson Smick International, Inc., a Foundation (oversight
Washington, D.C. consulting firm; Co-Chairman and a organization of the
founder of the Group of Seven Financial Accounting
Council (G7C), an international Standards Board),
economic commission; formerly Vice Director of RBS
Chairman of the Board of Governors Greenwich Capital
of the Federal Reserve System and Holdings (financial holding
Assistant Secretary of the U.S. company).
Treasury.

Michael E. Nugent (66) Chairman of the Insurance Committee 214 Director of various
c/o Triumph Capital, L.P. and Director or Trustee of the business organizations.
445 Park Avenue Morgan Stanley Funds and TCW/DW
New York, NY Term Trust 2003; 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 began serving the Morgan Stanley Funds.

INTERESTED TRUSTEES

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

Charles A. Fiumefreddo (69) Chairman Since July
c/o Morgan Stanley Trust of the 1991
Harborside Financial Center, Board and
Plaza Two, Trustee
Jersey City, NJ

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

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

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 (69) Chairman and Director or Trustee of 123 None
c/o Morgan Stanley Trust the Morgan Stanley Funds and
Harborside Financial Center, TCW/DW Term Trust 2003; 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 (55) Director or Trustee of the Morgan 123 None
c/o Morgan Stanley Trust Stanley Funds and TCW/DW Term
Harborside Financial Center, Trust 2003; (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.; Director of AXA Financial, Inc.
and The Equitable Life Assurance
Society of the United States
(Financial Services); 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 123 Director of American
1585 Broadway Stanley Funds and TCW/DW Term Airlines, Inc. and its
New York, NY Trust 2003; 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 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 Since May 1999
1221 Avenue of the Americas
New York, NY

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

Thomas F. Caloia (57) Treasurer Since April 1989
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

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

Joseph J. McAlinden (59) Vice President Since
1221 Avenue of the Americas July 1995
New York, NY

Francis Smith (37) Vice President Since
c/o Morgan Stanley Trust and Chief September 2002
Harborside Financial Center Financial Officer
Plaza Two,
Jersey City, NJ

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) of the Morgan
Stanley Funds and TCW/DW Term Trust 2003; Trustee (since
December 1999) and President and Chief Executive Officer
(since October 2002) of the Van Kampen open-end funds and
President and Chief Executive Officer (since December 2002)
of the Van Kampen Closed-End Funds; previously Chief
Strategic Officer of the Investment Manager and Morgan
Stanley Services and Executive Vice President of the
Distributor (April 1997-June 1998), Chief Executive Officer
(September 2002-April 2003) Vice President (May 1997-April
1999) of the Morgan Stanley Funds and TCW/DW 2003, and
Executive Vice President of Morgan Stanley.

Barry Fink (48) General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment
New York, NY Management; Managing Director (since December 2000), 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 (57) Executive Director (since December 2003) and Assistant
c/o Morgan Stanley Trust Treasurer of the Investment Manager, the Distributor and
Harborside Financial Center, Morgan Stanley Services; Treasurer of the Morgan Stanley
Plaza Two, Funds. Formerly First Vice President of the Investment
Jersey City, NJ Manager, the Distributor and Morgan Stanley Services.

Ronald E. Robison (64) Managing Director, Chief Administrative Officer and
1221 Avenue of the Americas Director (since February 1999) of the Investment Manager
New York, NY and Morgan Stanley Services, Chief Executive Officer and
Director of the Transfer Agent and Executive Vice President
and Principal Executive Officer of the Morgan Stanley Funds
and TCW/DW Term Trust 2003 (since April 2003); previously
Managing Director of the TCW Group Inc.

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

Francis Smith (37) Vice President and Chief Financial Officer of the Morgan
c/o Morgan Stanley Trust Stanley Funds and the TCW/DW Term Trusts (since
Harborside Financial Center September 2002); Executive Director of the Investment
Plaza Two, Manager and Morgan Stanley Services (since December
Jersey City, NJ 2001). Previously, 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).

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES
NAME OF TRUSTEE (AS OF DECEMBER 31, 2002) (AS OF DECEMBER 31, 2002)
- ------------------------ ------------------------------------------------ -----------------------------------------------

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

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

The Board currently consists of eight Trustees. 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 94 Morgan Stanley Funds, comprised of 123
portfolios. As of March 31, 2003, the Morgan Stanley Funds had total net assets
of approximately $115 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, including all of the Independent Trustees, serve as
members of the Derivatives Committee and three 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 Funds' system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. The Audit Committee currently consists of Messrs. Johnson, Bozic,
Hedien, Garn and Nugent. 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 each Fund has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Fund with respect to
derivative investments, if any, made by the Fund. The Derivatives Committee
currently consists of Mr. Fiumefreddo and all of the Independent Trustees of
the Funds. Finally, the Board of each Fund has formed an Insurance Committee to
review and monitor the insurance coverage maintained by the Fund. 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
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE INSURANCE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS COMMITTEE
- -------------- ---------- ---------- ------------- ----------- ------------ ----------

OIB .......... 02/28/03 4 7 2 4 1
IMS .......... 10/31/02 4 7 3 4 2
ICS .......... 10/31/02 4 7 3 4 2

AUDIT COMMITTEE REPORT

The Board of Trustees 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 the Statement on Auditing Standards No. 61.
Based on this review, the Audit Committee recommended to the Board of Trustees
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 FOR ALL MORGAN
STANLEY FUNDS

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees 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 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 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
Morgan Stanley Funds.

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 $25,000 in any of the Funds in
the Morgan Stanley Fund Complex 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 $25,000 minimum requirement.
The Trustees may allocate their investments among specific Funds in any manner
they determine is appropriate based on their individual investment objectives.
As of the date of this Proxy Statement, each Trustee is in compliance with the
policy. Any future Trustee will be given a one year period following his or her
election within which to comply with the foregoing. As of March 31, 2003, the
total value of the investments by the Trustees and/or their spouses in shares
of the Morgan Stanley Funds was approximately $56 million.

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

COMPENSATION OF INDEPENDENT TRUSTEES

Each Fund pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or committees of the Board attended by the Trustee (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 or a
Committee meeting (except an Audit Committee meeting), or a meeting of the
Independent Trustees and/or more than one Committee meeting (except an Audit
Committee meeting), take place on a single day, the Trustees are paid a single
meeting fee by each Fund. Each Fund also reimburses such Trustees for travel
and other out-of-pocket expenses incurred by them in connection with attending
such meetings. Trustees and officers of the Fund who are or have been employed
by Morgan Stanley Investment Advisors or an affiliated company receive no
compensation or expense reimbursement from the Fund for their services as
Trustee. Each Fund pays Mr. Fiumefreddo an annual fee for his service as
Chairman of the Board and for administrative services provided to the Board of
Trustees.

As of the date of this Proxy Statement, 49 of the Morgan Stanley Funds,
including OIB and IMS represented in this Proxy Statement, have adopted a
retirement program under which an Independent Trustee who retires after serving
for at least five years (or such lesser period as may be determined by the
Board) as an Independent Director 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 referred to as an "Eligible Trustee")

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 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 for service
to the Adopting Fund in the five year period prior to the date of the Eligible
Trustee's retirement. An Eligible Trustee may elect alternate payments of his
or her retirement benefits based upon the combined life expectancy of such
Eligible Trustee and his or her spouse on the date of such Eligible Trustee's
retirement. The amount estimated to be payable under this method, through the
remainder of the later of the lives of such Eligible Trustee and spouse, will
be the actuarial equivalent of the Regular Benefit. In addition, the Eligible
Trustee 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 plan are accrued as expenses on the books
of the Adopting Funds. Such benefits are not secured or funded by the Adopting
Funds.

The following tables illustrate the compensation paid to each Fund's
Trustees by each Fund represented in this Proxy Statement for its last fiscal
year, and the retirement benefits accrued to the Independent Trustees of OIB
and IMS by those Funds for their respective last fiscal years and the estimated
retirement benefits for the Independent Trustees of OIB and IMS, to commence
upon their retirement, as of the end of those Funds' respective last fiscal
year.

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II (OIB)

FUND COMPENSATION AND ESTIMATED RETIREMENT BENEFITS
---------------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- --------------- --------------- --------------- --------------

Michael Bozic ..................... $1,700 $385 $ 997
Edwin J. Garn ..................... 1,700 597 984
Wayne E. Hedien ................... 1,700 734 849
Dr. Manuel H. Johnson ............. 2,400 390 1,451
Michael E. Nugent ................. 2,200 671 1,299
Charles A. Fiumefreddo(2) ......... 2,043 0 0

- ----------

(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.

(2) Mr. Fiumefreddo is an Interested Trustee and, as such, does not
participate in the retirement program.

MORGAN STANLEY INSURED MUNICIPAL SECURITIES (IMS)

Michael Bozic ..................... $1,700 $ 457 $ 937
Edwin J. Garn ..................... 1,700 1,031 950
Wayne E. Hedien ................... 1,700 722 801
Dr. Manuel H. Johnson ............. 2,450 455 1,390
Michael E. Nugent ................. 2,200 924 1,239
Charles A. Fiumefreddo(2) ......... 450 0 0

- ----------
(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.

(2) Mr. Fiumefreddo is an Interested Trustee and, as such, does not
participate in the retirement program.

MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES (ICS)

NAME OF TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- --------------- ------------------------------------
Michael Bozic ................... $1,700
Edwin J. Garn ................... 1,700
Wayne E. Hedien ................. 1,700
Dr. Manuel H. Johnson ........... 2,450
Michael E. Nugent ............... 2,200
Charles A. Fiumefreddo .......... 223

The following table illustrates the compensation paid to the Fund's
Trustees for the calendar year ended December 31, 2002 for services to the 94
registered Morgan Stanley Funds (consisting of 123 portfolios) that were in
operation at December 31, 2002. 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 15 other
registered funds (consisting of 77 portfolios) in the Fund Complex.

CASH COMPENSATION FROM MORGAN STANLEY FUNDS

TOTAL CASH
COMPENSATION
FOR SERVICES TO
94 MORGAN STANLEY
FUNDS AND OTHER
FUNDS IN THE
NAME OF INDEPENDENT TRUSTEE FUND COMPLEX
- --------------------------- ------------------
Michael Bozic ............................................ $159,650
Edwin J. Garn ............................................ 159,650
Wayne E. Hedien .......................................... 158,950
Dr. Manuel H. Johnson .................................... 226,063
Michael E. Nugent ........................................ 296,475
Charles A. Fiumefreddo ................................... 360,000

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 49 Morgan Stanley Funds (including OIB
and IMS represented in this Proxy Statement) for the calendar year ended
December 31, 2002, and the estimated retirement benefits for the Independent
Trustees, to commence upon their retirement, from the 49 Morgan Stanley Funds
as of December 31, 2002. For the calendar year ended December 31, 2002, no
retirement benefits were accrued to the Independent Trustees from any other
funds in the Fund Complex.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY FUNDS

ESTIMATED ESTIMATED ANNUAL
CREDIT YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ------------------------------- --------------- -------------- --------------------- -----------------

Michael Bozic ................. 10 60.44% $18,457 $47,838
Edwin J. Garn ................. 10 60.44 23,881 47,878
Wayne E. Hedien ............... 9 51.37 34,473 40,842
Dr. Manuel H. Johnson ......... 10 60.44 19,803 70,050
Michael E. Nugent ............. 10 60.44 32,362 62,646

- ----------

(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 BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES 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 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 has its offices at 1585 Broadway, New York, New York 10036.
Morgan Stanley is a full service securities firm engaged in securities trading
and brokerage activities, as well as providing investment banking, research and
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.

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 Services, pursuant
to an Administration Agreement with OIB, serves as the Administrator of OIB.
The address of Morgan Stanley Services is that of Morgan Stanley Investment
Advisors set forth above.

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 OIB, IMS
and ICS for their respective fiscal years were $28,000, $27,000 and $27,000
respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION

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

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Funds, the investment advisor
and to affiliated entities that provided services to the Funds amounted to
approximately $3.4 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 million related to fees for services
such as tax and regulatory consultation, tax return preparation, compliance and
approximately $610,000 related to services for improving business and
operational processes.

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

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Fund is not obtained at the
Meeting of any Fund, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Fund to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Fund's shares present in person
or by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which have been received by the date of the
Meeting. Abstentions and broker "non-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 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 January 7, 2004 for each Fund for inclusion in the proxy statement and
proxy for that meeting. The mere submission of a proposal does not guarantee
its inclusion in the proxy materials or its presentation at the meeting.
Certain rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT 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 Funds, may
be deemed to have an interest in certain of the proposals described in this
Proxy Statement to the extent that certain of such companies and their
affiliates have contractual and other arrangements, described elsewhere in this
Proxy Statement, pursuant to which they are paid fees by the Funds, and certain
of those individuals are compensated for performing services relating to the
Funds and may also own shares of Morgan Stanley. Such companies and persons may
thus be deemed to derive benefits from the approvals by Shareholders of such
proposals.

OTHER BUSINESS

The management of the Funds knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly come
before the Meetings, it is 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

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 303.01(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

MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II

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 II on June 17, 2003, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated May 6, 2003 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.

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

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

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-866-241-6192

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

FOR ALL
FOR WITHHOLD EXCEPT

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

01. Michael Bozic, 02. Charles A. Fiumefreddo,

03. James F. Higgins

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

Please make sure to sign and date this Proxy using black or blue ink.

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

- --------------------------------------------------------------------------------
Shareholder sign in the box above

- --------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above

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

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

MORGAN STANLEY
MUNICIPAL INCOME OPPORTUNITIES TRUST II

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

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 1-866-241-6192 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

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

PRX 00128

MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES

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 Insured California Municipal Securities on June 17, 2003, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated May 6, 2003 as follows:

(Continued on reverse side)

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

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

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-866-241-6192

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

FOR ALL
FOR WITHHOLD EXCEPT

Election of two Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien, 02. Manuel H. Johnson

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

Please make sure to sign and date this Proxy using black or blue ink.

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

- --------------------------------------------------------------------------------
Shareholder sign in the box above

- --------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above

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

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

MORGAN STANLEY
INSURED CALIFORNIA MUNICIPAL SECURITIES

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

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 1-866-241-6192 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

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PRX 00039

MORGAN STANLEY INSURED MUNICIPAL SECURITIES

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 Insured Municipal Securities on June 17, 2003, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated May 6, 2003 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: 1-866-241-6192

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

FOR ALL
FOR WITHHOLD EXCEPT

Election of two Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien, 02. Manuel H. Johnson,

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

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
INSURED MUNICIPAL SECURITIES

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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.

2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO
HTTPS://VOTE.PROXY-DIRECT.COM ON THE WEBSITE. 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 1-866-241-6192 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

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PRX 00038

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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
https://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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