Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

Morgan Stanley Insured Municipal Trust
Morgan Stanley Insured Municipal Bond Trust
Morgan Stanley Insured Municipal Income Trust
Morgan Stanley California Insured Municipal Income Trust
Morgan Stanley Quality Municipal Income Trust
Morgan Stanley Quality Municipal Investment Trust

------------------------------------------
(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 INSURED MUNICIPAL TRUST
MORGAN STANLEY INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD OCTOBER 29, 2003

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY INSURED
MUNICIPAL TRUST, MORGAN STANLEY INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY
INSURED MUNICIPAL INCOME TRUST, MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL
INCOME TRUST, MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST, and MORGAN STANLEY
QUALITY MUNICIPAL INVESTMENT TRUST, (individually, a "Trust" and, collectively,
the "Trusts"), unincorporated business trusts organized under the laws of the
Commonwealth of Massachusetts, will be held jointly in Room 209, 2nd Floor, at
1221 Avenue of the Americas, New York, New York 10020, on October 29, 2003 at
9:00 a.m., New York City time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. For MORGAN STANLEY INSURED MUNICIPAL TRUST, MORGAN STANLEY QUALITY
MUNICIPAL INCOME TRUST and MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT
TRUST, to elect three Trustees to serve until the year 2006 Annual Meeting
of each Trust and for MORGAN STANLEY INSURED MUNICIPAL BOND TRUST, MORGAN
STANLEY INSURED MUNICIPAL INCOME TRUST and MORGAN STANLEY CALIFORNIA
INSURED MUNICIPAL INCOME TRUST, to elect three Trustees to serve until the
year 2006 Annual Meeting of each Trust and to elect two Trustees to serve
until the year 2005 Annual Meeting of each Trust, or, in each case, until
their successors shall have been elected and qualified; and

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

MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:

For MORGAN STANLEY INSURED MUNICIPAL TRUST, MORGAN STANLEY QUALITY
MUNICIPAL INCOME TRUST and MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST,
to elect one (1) Trustee to serve until the year 2006 Annual Meeting of each
Trust or, in each case, until his successor shall have been elected and
qualified.

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

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

BARRY FINK
Secretary
September 9, 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.
- --------------------------------------------------------------------------------

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

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

ANNUAL MEETINGS OF SHAREHOLDERS

OCTOBER 29, 2003

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY INSURED MUNICIPAL
TRUST ("IMT"), MORGAN STANLEY INSURED MUNICIPAL BOND TRUST ("IMB"), MORGAN
STANLEY INSURED MUNICIPAL INCOME TRUST ("IIM"), MORGAN STANLEY CALIFORNIA
INSURED MUNICIPAL INCOME TRUST ("IIC"), MORGAN STANLEY QUALITY MUNICIPAL INCOME
TRUST ("IQI") and MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST ("IQT")
(individually, a "Trust" and, collectively, the "Trusts") for use at the Annual
Meetings of Shareholders of the Trusts to be held jointly on October 29, 2003
(the "Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about September 12, 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 all shareholders ("Shareholders") with respect to
each Trust, and for the nominee to be elected by only the preferred
shareholders ("Preferred Shareholders") of each respective Trust set forth in
the attached Notice of Annual Meetings of Shareholders. A proxy may be revoked
at any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Trusts, execution and delivery of a later
dated proxy to the Secretary of the Trusts (whether by mail or, as discussed
below, by touchtone telephone or the Internet) (if returned and received in
time to be voted), or attendance and voting at the Meetings. Attendance at the
Meetings will not in and of itself revoke a proxy.

Shareholders of record of each Trust as of the close of business on July
31, 2003, the record date for the determination of Shareholders entitled to
notice of and to vote at the Meetings (the "Record Date"), are entitled to one
vote for each share held and a fractional vote for a fractional share. No
person was known to own as much as 5% of the outstanding shares of any of the
Trusts on that date. The percentage ownership of shares of each Trust changes
from time to time depending on purchases and sales by Shareholders and the
total number of shares outstanding.

The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:

NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
JULY 31, 2003 JULY 31, 2003
NAME OF TRUST (RECORD DATE) (RECORD DATE)
- ------------- ------------- -------------

IMT ........................... 20,262,084 2,600
IMB ........................... 4,578,640 600
IIM ........................... 24,552,547 3,100
IIC ........................... 12,131,579 1,300
IQI ........................... 28,185,520 4,160
IQT ........................... 16,408,220 2,100

The cost of soliciting proxies for the Meeting of each Trust, consisting
principally of printing and mailing expenses, will be borne by each respective
Trust. The solicitation of proxies will be by mail, which may be supplemented
by solicitation by mail, telephone or otherwise through Trustees, officers of
the Trusts, or officers and regular employees of Morgan Stanley Investment
Advisors Inc. ("Morgan Stanley Investment Advisors" or the "Investment
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
Trust 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 Trust. In the event it appears that
the required number of votes to achieve quorum is not received, each Trust 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 Trust 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 Trusts have been advised by counsel that
these procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone in this manner will be asked for their social
security number or other identifying information and will be given an
opportunity to authorize proxies to vote their shares in accordance with their
instructions. To ensure that the Shareholders' instructions have been recorded
correctly they will receive a confirmation of their instructions in the mail. A
special toll-free number set forth in the confirmation will be available in
case the information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this 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 or inbound telephone
contact and costs relating to obtaining Shareholders' telephone numbers and
providing additional materials upon shareholder request, which would be borne
by each respective Trust. With respect to telephone calls by Alamo, expenses
would be approximately $1.00 per outbound telephone contact.

ELECTION OF TRUSTEES FOR EACH TRUST

The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at ten. At the Meetings,
pursuant to each Trust's Declaration of Trust, three nominees for IMT, IQI and
IQT and five nominees for IMB, IIM and IIC are to be elected to each Trust's
Board of Trustees by the holders of the Common Shares and the Preferred Shares
of each respective Trust voting together as a single class. Additionally,
pursuant to each respective Trust's Declaration of Trust and the Investment
Company Act of 1940, as amended (the "1940 Act"), one nominee Trustee for IMT,
IQI and IQT is to be elected to the Board of Trustees of each respective Trust
by the holders of the Preferred Shares of each of those Trusts voting
separately as a single class, all as set forth below:

IMT, IQI and IQT-- IMB, IIM, and IIC--

Until the year 2006 Annual Meeting Until the year 2005 Annual Meeting
- ---------------------------------- ----------------------------------

By all Shareholders: By all Shareholders:
Wayne E. Hedien Joseph J. Kearns
Joseph J. Kearns Fergus Reid
Fergus Reid
Until the year 2006 Annual Meeting
----------------------------------
By only Preferred Shareholders: By all Shareholders:
Manuel H. Johnson Edwin J. Garn
Michael E. Nugent
Philip J. Purcell

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

The nominees of the Boards of Trustees for election as Trustee 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 IMT,
IQI and IQT-- Wayne E. Hedien, Manuel H. Johnson, Joseph J. Kearns and Fergus
Reid; for IMB, IIM and IIC-- Edwin J. Garn, Joseph J. Kearns, Michael E.
Nugent, Philip J. Purcell and Fergus Reid. Should any of the nominees become
unable or unwilling to accept nomination or election, the persons named in the
proxy will exercise their voting power in favor of such person or persons as
the Boards may recommend or, in the case of an Independent Trustee nominee, as
the Independent Trustees of each Trust may recommend. All of the nominees have
consented to being named in this Proxy Statement and to serve if elected. The
Trusts know of no reason

why any of the said nominees would be unable or unwilling to accept nomination
or election. With respect to each Trust, the election of the nominees listed
above to be elected by all Shareholders requires the approval of a majority of
the shares of the Trust represented and entitled to vote at the Meeting (Common
Shares and Preferred Shares voting together as a single class). The election of
the nominee listed above to be elected by only the Preferred Shareholders of
each Trust requires the approval of a majority of the Preferred Shares of the
Trust represented and entitled to vote at the Meeting (voting separately as a
single class).

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

The Board of each Trust previously has determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson, Kearns and
Reid; and Class III--Messrs. Garn, 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
addition, pursuant to each Trust's Declaration of Trust and the 1940 Act, the
Board of each Trust previously determined that one of the Class I Trustees and
one of the Class II Trustees will be designated as Trustees to be elected by
the Preferred Shareholders voting separately. In this regard, Charles A.
Fiumefreddo and Manuel H. Johnson serve as Trustees of each Trust's Board of
Trustees on behalf of the Preferred Shareholders, the terms of each to expire
with his designated Class. In accordance with the above, the Trustees in Class
II for IMT, IQI and IQT and the Trustees in Class III for IMB, IIM and IIC are
standing for election at the Meetings and, if elected, will serve until the
year 2006 Annual Meetings, or, in each case, until their successors shall have
been elected and qualified. In addition, with respect to IMB, IIM and IIC,
Messrs. Kearns and Reid in Class II are standing for election at the Meetings
and, if elected, will serve until the year 2005 Annual Meetings, or, in each
case, 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 Board of each Trust consists of ten trustees. These same individuals
also serve as directors or trustees for all of the funds advised by the
Investment Manager (the "Retail Funds") and certain of the funds advised by
Morgan Stanley Investment Management Inc., Morgan Stanley Investments LP and
Morgan Stanley AIP GP LP (the "Institutional Funds"). The table below sets
forth the following information as of July 31, 2003, regarding the nominees for
election as Trustee, and each of the other Trustees (both the Independent
Trustees and the Interested Trustees), as well as the executive officers of the
Trusts, their term of office and length of time served, their principal
business occupations during the past five years, the number of portfolios in
the Fund Complex (defined below) overseen by each Trustee or nominee Trustee,
and other directorships, if any, held by the Trustees. The Fund Complex
includes all open-end and closed-end funds (including all of their portfolios)
advised by the Investment Advisor and any funds that have an investment advisor
that is an affiliated person of the Investment Advisor (including, but not
limited to, Morgan Stanley Investment Management Inc. and Morgan Stanley
Investments LP).

INDEPENDENT TRUSTEES

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

Michael Bozic (62) Trustee Since
c/o Mayer, Brown, Rowe April 1994
& Maw LLP
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 LLP 1997
Counsel to the
Independent Trustees
1675 Broadway
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 216 Director of Weirton Steel
c/o Mayer, Brown, Rowe Retail Funds and TCW/DW Term Corporation.
& Maw LLP Trust 2003 (since April 1994) and the
Counsel to the Institutional Funds (since July 2003);
Independent Trustees formerly Vice Chairman of Kmart
1675 Broadway Corporation (December 1998-October
New York, NY 2000), Chairman and Chief Executive
Officer of Levitz Furniture
Corporation (November 1995-
November 1998) and President
and Chief Executive Officer of
Hills Department Stores
(May 1991-July 1995); formerly
variously Chairman, Chief Executive
Officer, President and Chief Operating
Officer (1987-1991) of the Sears
Merchandise Group of Sears,
Roebuck & Co.

Edwin J. Garn (70) Director or Trustee of the Retail 216 Director of Franklin
c/o Summit Ventures LLC Funds and TCW/DW Term Trust 2003 Covey (time management
1 Utah Center (since January 1993) and the systems), BMW Bank of
201 S. Main Street Institutional Funds (since July 2003); North America, Inc.
Salt Lake City, UT member of the Utah Regional (industrial loan
Advisory Board of Pacific Corp., corporation), United
formerly United States Senator Space Alliance (joint
(R-Utah) (1974-1992) and Chairman, venture between Lockheed
Senate Banking Committee Martin and the Boeing
(1980-1986), Mayor of Salt Lake City, Company) and Nuskin
Utah (1971-1974), Astronaut, Space Asia Pacific (multilevel
Shuttle Discovery (April 12-19, 1985), marketing); member of the
and Vice Chairman, Huntsman board of various civic and
Corporation (chemical company). charitable organizations.

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERESTED TRUSTEES

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

Charles A. Fiumefreddo (70) Chairman of Since July
c/o Morgan Stanley Trust the Board 1991
Harborside Financial Center, and Trustee
Plaza Two,
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 (60) Trustee Since
1585 Broadway April 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 (70) Chairman and Director or Trustee of 216 None
c/o Morgan Stanley Trust the Retail Funds and TCW/DW Term
Harborside Financial Center, Trust 2003 (since July 1991) and the
Plaza Two, Institutional Funds (since July 2003);
Jersey City, NJ formerly Chief Executive Officer of
the Retail Funds and the TCW/DW
Term Trust 2003 (until
September 2002).

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

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

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

OFFICERS OF THE TRUSTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INDEPENDENT:
Michael Bozic none over $100,000
Edwin J. Garn none over $100,000
Wayne E. Hedien none over $100,000
Dr. Manuel H. Johnson none over $100,000
Joseph J. Kearns none over $100,000
Michael E. Nugent none over $100,000
Fergus Reid none over $100,000
INTERESTED:
Charles A. Fiumefreddo none over $100,000
James F. Higgins none over $100,000
Philip J. Purcell 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 Trusts, 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
Trusts.

THE INDEPENDENT TRUSTEES AND THE COMMITTEES

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

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

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; reviewing the adequacy of each Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. All of the members of the Audit Committee are independent as defined in
the New York Stock Exchange Corporate Governance Standards for audit
committees. The Audit Committee currently consists of Messrs. Johnson, Bozic,
Hedien, Garn, Kearns, Nugent and Reid. Messrs. Kearns and Reid were appointed
to the Audit Committee on July 31, 2003.

The Board of the Retail Funds have a Governance Committee to (i) monitor
and make recommendations on corporate governance matters and Board/Committee
policies and procedures; and (ii) oversee the periodic evaluations of the Board
and any committees. The Governance Committee consists of Messrs. Reid, Bozic
and Garn. The Governance Committee was established on July 31, 2003 and
therefore no meetings were held during the Trusts' fiscal year ended October
31, 2002.

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

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

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

COMMITTEE
RETAIL OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF TRUST YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- --------------- ---------- ---------- ------------- ----------- ------------- ----------

IMT ........... 10/31/02 6 9 10 4 2
IMB ........... 10/31/02 6 9 10 4 2
IIM ........... 10/31/02 6 9 10 4 2
IIC ........... 10/31/02 6 9 10 4 2
IQI ........... 10/31/02 6 9 10 4 2
IQT ........... 10/31/02 6 9 10 4 2

- ----------
(1) The Governance Committee was established on July 31, 2003 and therefore
no meetings were held during the Trusts' fiscal year ended October 31,
2002. The Derivatives Committee was eliminated as of July 31, 2003.

AUDIT COMMITTEE REPORT

The Board of Trustees of each Trust 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 as an
Appendix to this Proxy Statement.

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

The Audit Committee

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

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

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

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $100,000 in any of the Funds
in the Morgan Stanley Retail and Institutional Funds on whose boards the
Trustee serves. In addition, the policy contemplates that the Trustees will,
over time, increase their aggregate investment in the Funds above the $100,000
minimum requirement. The Trustees may allocate their investments among specific
Funds in any manner they determine is appropriate based on their individual
investment objectives. Any new Trustee will be given a one year period
following his or her election within which to comply with the foregoing. As of
the date of this Proxy Statement, each Trustee is in compliance with the
policy. As of July 31, 2003, the total value of the investments by the Trustees
and/or their spouses in shares of the Morgan Stanley Retail Funds and
Institutional Funds was approximately $59 million.

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

COMPENSATION OF INDEPENDENT TRUSTEES

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

Prior to August 1, 2003, the Trusts paid 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 of Trustees
attended by the Trustee (the Trusts paid the Chairman of the Audit Committee an
additional annual fee of $750, and the Chairmen of the Derivatives and
Insurance Committees additional annual fees of $500). If a Board meeting and a
meeting of the Independent Trustees 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), took place on a single day, the Trustees
were paid a single meeting fee by the Trusts. The Trusts also reimburse such
Trustees for travel and other out-of-pocket expenses incurred by them in
connection with attending such meetings. Trustees and officers of the Trusts
who are or have been employed by the Investment Manager or an affiliated
company received no compensation or expense reimbursement from the Trusts for
their services as Trustee. The Trusts pay Mr. Fiumefreddo an annual fee for his
service as Chairman of the Board and for administrative services provided to
the Board of Trustees.

The following tables illustrate the compensation that the Trusts paid to
its Trustees for the fiscal year ended October 31, 2002. Messrs. Kearns and
Reid did not serve as Trustees of the Trusts during the Trusts' last fiscal
year and therefore did not receive compensation from the Trusts for that
period.

AGGREGATE COMPENSATION

NAME OF TRUSTEE IMT IMB IIM IIC IQI IQT
- --------------- --- --- --- --- --- ---

Michael Bozic ................... $1,700 $1,700 $1,700 $1,700 $1,700 $1,700
Edwin J. Garn ................... 1,700 1,700 1,700 1,700 1,700 1,700
Wayne E. Hedien ................. 1,700 1,700 1,700 1,700 1,700 1,700
Dr. Manuel H. Johnson ........... 2,450 2,450 2,450 2,450 2,450 2,450
Michael E. Nugent ............... 2,200 2,200 2,200 2,200 2,200 2,200
Charles A. Fiumefreddo .......... 1,630 373 2,021 902 2,416 1,296

The following table illustrates the compensation paid to the Trusts'
Trustees for the calendar year ended December 31, 2002 for services to the
Morgan Stanley Fund Complex (consisting of 217 portfolios) that were in
operation at December 31, 2002. None of the Trusts' Trustees received
compensation from any of the Institutional Funds in the Fund Complex during the
calendar year ended December 31, 2002, except for Messrs. Nugent, Kearns and
Reid, who received compensation for services as Director/Trustee to 14 other
registered funds (13 in the case of Mr. Nugent) (consisting of 91 portfolios)
(90 in the case of Mr. Nugent) in the Fund Complex.

CASH COMPENSATION FROM THE MORGAN STANLEY FUND COMPLEX

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

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

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

As of December 31, 2002, 49 of the Morgan Stanley Retail Funds, including
the Trusts, have adopted a retirement program under which an Independent
Director/Trustee who retires after serving for at least five years (or such
lesser period as may be determined by the Board) as an Independent
Director/Trustee of any Morgan Stanley Retail Funds that have adopted the
retirement program (each such Fund referred to as an "Adopting Fund" and each
such director/trustee referred to as an "Eligible Trustee") 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 the Adopting Fund, commencing as of his or her retirement date and
continuing for the remainder of his or her life, an annual retirement benefit
(the "Regular Benefit") equal to 30.22% of his or her Eligible Compensation
plus 0.5036662% of such Eligible Compensation for each full month of service as
an independent director/trustee of any Adopting Fund in excess of five years up
to a maximum of 60.44% after ten years of service. The foregoing percentages
may be changed by the Board.(1) "Eligible Compensation" is one-fifth of the
total compensation earned by such Eligible Trustee for service to the Adopting
Fund in the five year period prior to the date of the Eligible Trustee's
retirement. Benefits under the retirement program are accrued as expenses by
the Adopting Funds. Such benefits are not secured or funded by the Adopting
Funds.

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

RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY RETAIL FUNDS

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

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

- ----------
1 An Eligible Trustee may elect alternative payments of his or her retirement
benefits based upon the combined life expectancy of the Eligible Trustee and
his or her spouse on the date of such Eligible Trustee's retirement. 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. The amount estimated to be
payable under this method, through the remainder of the later of the lives
of the Eligible Trustee and spouse, will be the actuarial equivalent of the
Regular Benefit.

RETIREMENT BENEFITS ACCRUED AS EXPENSES
---------------------------------------------------------------------------
BY ALL
NAME OF INDEPENDENT TRUSTEES IMT IMB IIM IIC IQI IQT ADOPTING FUNDS
- ------------------------------- ------- ------- ------- ------- ------- ------- ---------------

Michael Bozic ................. $379 $381 $379 $381 $381 $379 $18,457
Edwin J. Garn ................. 662 673 662 673 673 662 23,881
Wayne E. Hedien ............... 716 722 722 722 722 716 34,473
Dr. Manuel H. Johnson ......... 412 413 411 413 413 412 19,803
Michael E. Nugent ............. 744 748 743 748 748 744 32,362

ESTIMATED ANNUAL BENEFITS UPON RETIREMENT(2)
---------------------------------------------------------------------------------
FROM ALL
NAME OF INDEPENDENT TRUSTEES IMT IMB IIM IIC IQI IQT ADOPTING FUNDS
- ------------------------------- -------- -------- -------- -------- -------- -------- ---------------

Michael Bozic ................. $ 937 $ 937 $ 937 $ 937 $ 937 $ 937 $47,838
Edwin J. Garn ................. 950 950 950 950 950 950 47,878
Wayne E. Hedien ............... 801 801 801 801 801 801 40,842
Dr. Manuel H. Johnson ......... 1,390 1,390 1,390 1,390 1,390 1,390 70,050
Michael E. Nugent ............. 1,239 1,239 1,239 1,239 1,239 1,239 62,646

- ----------
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1) on
page 15.

THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR
ELECTION.

THE INVESTMENT MANAGER

Morgan Stanley Investment Advisors Inc. serves as each Trust's investment
manager pursuant to respective investment management agreements. Morgan Stanley
Investment Advisors maintains its offices at 1221 Avenue of the Americas, New
York, NY 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 financial services firm that maintains leading
market positions in each of its three primary businesses--securities, asset
management and credit services.

The Principal Executive Officer and Directors of Morgan Stanley Investment
Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald
E. Robison, Managing Director and Chief Administrative Officer and Barry Fink,
Managing Director, Secretary and General Counsel. The principal occupations of
Messrs. Merin, Robison and Fink are described above in the paragraph 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
analyses, financing and financial advisory services. There are various lawsuits
pending against Morgan Stanley involving material amounts which, in the opinion
of its management, will be resolved with no material effect on the consolidated
financial position of the company.

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

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES PAID BY THE TRUSTS

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of IMT,
IMB, IIM, IIC, IQI and IQT for their respective fiscal years ended October 31,
2002 were $26,500, $26,500, $26,500, $26,500, $24,380, and $24,380,
respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no professional services rendered by Deloitte & Touche LLP to
the Trusts, the investment advisor, or affiliated entities that provide
services to the Trust 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 Trusts, the investment advisor
and to affiliated entities that provided services to the Trusts amounted to
$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 and compliance
and approximately $610,000 related to services for improving business and
operational processes.

The Audit Committee of each of the Trusts 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 Trust is not obtained at the
Meeting of any Trust, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Trust's shares present in person
or by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which have been received by the date of the
Meeting. Abstentions and broker "non-votes" will not count in favor of or
against any such vote for adjournment.

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of IMT, IMB, IIM, IIC, IQI and IQT must be received, as
set forth in each Trust's previous proxy statement, but no later than May 20,
2004 for inclusion in the proxy statement and proxy for that meeting. The mere
submission of a proposal does not guarantee its inclusion in the proxy
materials or its presentation at the meeting. Certain rules under the federal
securities laws must be met.

REPORTS TO SHAREHOLDERS

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

INTEREST OF CERTAIN PERSONS

Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW,
Morgan Stanley Services, and certain of their respective Directors, Officers,
and employees, including persons who are Trustees or Officers of the Trusts,
may be deemed to have an interest in certain of the proposals described in this
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 Trusts, and
certain of those individuals are compensated for performing services relating
to the Trusts and may also own shares of Morgan Stanley. Such companies and
persons may thus be deemed to derive benefits from the approvals by
Shareholders of such proposals.

OTHER BUSINESS

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

BARRY FINK
Secretary

(This page has been left blank intentionally.)

APPENDIX

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

AS ADOPTED ON JULY 31, 2003

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

1. Structure And Membership of the Audit Committee

1.01. Independent Directors and Trustees

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

1.02. Financially Literate

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

1.03. Audit Committee Financial Expert

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

2. Auditor Independence

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

2.01. Independence Certification

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

A-1

2.02. Employment Relationships

(a) "Cooling Off" Period

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

(b) Definitions

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

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

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

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

2.03. Partner Rotation

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

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

2.04. Compensation for Sales Activities

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

2.05. Prohibited Non-Audit Services

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

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

o financial information systems design and implementation;

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

A-2

o actuarial services;

o internal audit outsourcing services;

o management functions or human resources;

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

o legal and expert services unrelated to the audit;

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

3. Registration with PCAOB

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

4. Regulatory Action

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

5. Duties and Powers of Audit Committee

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

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

o oversee and evaluate the work of the Auditor;

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

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

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

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

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

A-3

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

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

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

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

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

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

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

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

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

A-4

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

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

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

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

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

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

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

5.02. Authority to Engage Independent Counsel and Advisers

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

5.03. Scope of Audit Committee Responsibility

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

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

A-5

6. Meetings of the Audit Committee

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

7. Review of Charter

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

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

A-6

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

AS ADOPTED JULY 31, 2003(1)

1. STATEMENT OF PRINCIPLES

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

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

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

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

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

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

A-7

2. DELEGATION

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

3. AUDIT SERVICES

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

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

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

4. AUDIT-RELATED SERVICES

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

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

5. TAX SERVICES

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

A-8

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

6. ALL OTHER SERVICES

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

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

7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS

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

8. PROCEDURES

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

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

9. ADDITIONAL REQUIREMENTS

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

A-9

10. COVERED ENTITIES

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

Morgan Stanley Retail Funds

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

Morgan Stanley Institutional Funds

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

A-10

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

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

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INSURED MUNICIPAL TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 29, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of the
above mentioned fund on October 29, 2003 at 9:00 a.m., New York City time, and
at any adjournment thereof, on the proposal set forth in the Notice of Annual
Meeting dated September 9, 2003 as follows:

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

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
----------------------------------------------------
CONTROL NUMBER: 999 99999 999 999
----------------------------------------------------

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

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

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

----------------------------------------------------
Date 13482_MEC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY INSURED MUNICIPAL TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Wayne E. Hedien 02. Joseph J. Kearns 03. Fergus Reid [ ] [ ] [ ]

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

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

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY INSURED MUNICIPAL TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR WITHHOLD
01. Manuel H. Johnson [ ] [ ]

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

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

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INSURED MUNICIPAL BOND TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 29, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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

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

----------------------------------------------------
Date 13482_MEC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY INSURED MUNICIPAL BOND TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Joseph J. Kearns 02. Fergus Reid 03. Edwin J. Garn [ ] [ ] [ ]
04. Michael E. Nugent 05. 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:

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

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

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

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 29, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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

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

----------------------------------------------------
Date 13482_MEC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Joseph J. Kearns 02. Fergus Reid 03. Edwin J. Garn [ ] [ ] [ ]
04. Michael E. Nugent 05. 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:

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

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

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

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 29, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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

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

----------------------------------------------------
Date 13482_MEC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: -

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Joseph J. Kearns 02. Fergus Reid 03. Edwin J. Garn [ ] [ ] [ ]
04. Michael E. Nugent 05. 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:

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

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

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

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 29, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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

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

----------------------------------------------------
Date 13482_MEC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Wayne E. Hedien 02. Joseph J. Kearns 03. Fergus Reid [ ] [ ] [ ]

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

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

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR WITHHOLD

01. Manuel H. Johnson [ ] [ ]

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

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

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

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

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

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

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

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

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

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

Please detach at perforation before mailing.

PROXY MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 29, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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

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

----------------------------------------------------
Date 13482_MEC_A-D

(Please see reverse side)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR ALL
FOR WITHHOLD EXCEPT

01. Wayne E. Hedien 02. Joseph J. Kearns 03. Fergus Reid [ ] [ ] [ ]

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

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

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

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

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

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees:

FOR WITHHOLD
01. Manuel H. Johnson [ ] [ ]

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

- -------------------------------------------------------------------------------
MORGAN STANLEY FUNDS
- -------------------------------------------------------------------------------

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.

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