April 20, 2005
                                                                  Supplement

[MORGAN STANLEY LOGO]





             SUPPLEMENT DATED APRIL 20, 2005 TO THE PROSPECTUS OF
                   MORGAN STANLEY HIGH YIELD SECURITIES INC.
                            Dated October 29, 2004

     The Fund has changed its broadbased benchmark from the Lehman Brothers
U.S. Corporate High Yield Index to the CSFB High Yield Index to more accurately
reflect the Portfolio's investment strategy. The CSFB High Yield Index is
designed to mirror the investible universe of the U.S. dollar-denominated high
yield debt market. Indexes are unmanaged and their returns do not include any
sales charges or fees. Such costs would lower performance. It is not possible
to invest directly in an index.

     The following paragraph is hereby added within the "PRINCIPAL INVESTMENT
STRATEGIES" section of the Fund's Prospectus:

     The Fund may invest up to 30% of its net assets in fixed-income securities
     issued by foreign governments and other foreign issuers (including American
     depositary receipts or other similar securities convertible into securities
     of foreign issuers) with not more than 10% of its net assets may be
     denominated in foreign currencies. The Fund may invest in emerging market
     debt within these limits.

     The fourth paragraph of the section of the Fund's Prospectus titled
"PRINCIPAL INVESTMENT STRATEGIES" is hereby deleted and replaced with the
following:

     The remaining 20% of the Fund's assets may be invested in securities rated
     Baa or BBB or higher (or, if not rated, determined to be of comparable
     quality when the Investment Adviser believes that such securities may
     produce attractive yields). The Fund may also invest in common stocks,
     asset-backed securities, unit offerings/convertible securities, Targeted
     Return Index Securities ("TRAINs"), warrants, commercial mortgage-backed
     securities ("CMBS"), options and futures, swaps, stripped mortgage-backed
     securities and inverse floaters. The Fund may utilize forward foreign
     currency exchange contracts in connection with its investments in foreign
     securities.

     The following paragraphs are hereby added within the "PRINCIPAL RISKS"
section of the Fund's Prospectus:

     FOREIGN SECURITIES. The Fund's investments in foreign securities involve
     risks that are in addition to the risks associated with domestic
     securities. One additional risk is currency risk. While the price of Fund
     shares is quoted and redemption proceeds are paid in U.S. dollars, the Fund
     generally converts U.S. dollars to a foreign market's local currency to
     purchase a security in that market. If the value of that local currency
     falls relative to the U.S. dollar, the U.S. dollar value of the foreign
     security will decrease. This is true even if the foreign security's local
     price remains unchanged.

     Foreign securities also have risks related to political and economic
     developments abroad, including expropriations, confiscatory taxation,
     exchange control regulation, limitations on the use or transfer of Fund
     assets, and any effects of foreign social, economic or political
     instability. Foreign companies, in general, are not subject to the
     regulatory requirements of U.S. companies and, as such, there may be less
     publicly available information about these companies. Moreover, foreign
     accounting, auditing and financial reporting standards generally are
     different from those applicable to U.S. companies. Finally, in the event of
     a default of any foreign debt obligations, it may be more difficult for the
     Fund to obtain or enforce a judgment against the issuers of the securities.

     The foreign securities in which the Fund invests may be issued by companies
     located in emerging market countries. Compared to the United States and
     other developed countries, emerging market countries may have relatively
     unstable governments, economies based on only a few industries and
     securities markets that trade a small number of securities. Securities
     issued by companies located in these countries tend to be especially
     volatile and may be less liquid than securities traded in developed
     countries. In the past, securities in these countries have been
     characterized by greater potential loss than securities of companies
     located in developed countries.

     Securities of foreign issuers may be less liquid than comparable securities
     of U.S. issuers and, as such, their price changes may be more volatile.
     Furthermore, foreign exchanges and broker-dealers are generally subject to
     less government and exchange scrutiny and regulation than their U.S.
     counterparts. In addition, differences in clearance and settlement
     procedures in foreign markets may occasion delays in settlement of the
     Fund's trades effected in those markets and could result in losses to the
     Fund due to subsequent declines in the value of the securities subject to
     the trades.

     Depositary receipts involve many of the same risks as those associated with
     direct investment in foreign securities. In addition, the underlying
     issuers of certain depositary receipts, particularly unsponsored or
     unregistered depositary receipts, are under no obligation to distribute
     shareholder communications to the holders of such receipts, or to pass
     through to them any voting rights with respect to the deposited securities.



     The fourth paragraph of the section of the Fund's Prospectus titled
"PRINCIPAL RISKS" is hereby deleted and replaced with the following:

     OTHER RISKS. The performance of the Fund also will depend on whether or not
     the Investment Adviser is successful in applying the Fund's investment
     strategies. The Fund is also subject to other risks from its permissible
     investments, including the risks associated with its investments in common
     stocks, asset-backed securities, unit offerings/convertible securities,
     TRAINs, warrants, CMBS, options and futures, swaps, collateralized mortgage
     obligation, stripped mortgage-backed securities, inverse floaters and
     forward foreign currency exchange contracts. For more information about
     these risks, see the "Additional Risk Information" section.

     The seventh paragraph of the section of the Fund's Prospectus titled
"ADDITIONAL INVESTMENT STRATEGY INFORMATION" is hereby deleted:

     The Fund may invest up to 20% of its assets in fixed-income securities
     issued by foreign governments and other foreign issuers (including American
     Depositary Receipts or other similar securities convertible into securities
     of foreign issuers) but not more than 10% of its total assets in these
     securities may be denominated in foreign currencies.

     The following paragraphs are hereby added within the "ADDITIONAL
INVESTMENT STRATEGY INFORMATION" section of the Fund's Prospectus:

     COMMERCIAL MORTGAGE-BACKED SECURITIES. The Fund may invest in CMBS. CMBS
     are generally multi-class or pass-through securities backed by a mortgage
     loan or a pool of mortgage loans secured by commercial property, such as
     industrial and warehouse properties, office buildings, retail space and
     shopping malls, multifamily properties and cooperative apartments. The
     commercial mortgage loans that underlie CMBS are generally not amortizing
     or not fully amortizing. That is, at their maturity date, repayment of
     their remaining principal balance or "balloon" is due and is repaid through
     the attainment of an additional loan or sale of the property. An extension
     of a final payment on commercial mortgages will increase the average life
     of the CMBS, generally resulting in lower yield for discount bonds and a
     higher yield for premium bonds.

     OPTIONS AND FUTURES. The Fund also may invest in options and futures,
     including interest rate futures and options thereon. Options and futures
     may be used to manage the interest rate sensitivity of its portfolio
     securities or, to seek to protect against a decline in securities prices or
     an increase in prices of securities that may be purchased, from changes in
     prevailing interest rates.

     SWAPS. Swap transactions are contracts in which the Fund agrees to exchange
     the return or interest rate on one instrument for the return or interest
     rate on another instrument. The payment streams are calculated by reference
     to a specified index and agreed upon notional amount. A "specified index"
     may include currencies, interest rates, fixed-income indices, securities
     indices, total return on interest rate indices or commodity indices. Swaps
     may be used to manage the maturity and duration of a fixed-income
     portfolio, or to gain exposure to a market without directly investing in
     securities traded in that market. Currency swaps generally involve an
     agreement to pay interest streams in one currency based on a specified
     index in exchange for receiving interest streams denominated in another
     currency. Interest rate caps, floors and collars are swaps in which one
     party pays a single or periodic fixed amount or premium and the other party
     pays periodic amounts based on the movement of a specified index. The Fund
     may enter into credit default swap contracts for hedging purposes, to add
     leverage to its portfolio or to gain exposure to a credit in which the Fund
     may otherwise invest.

     COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). The principal and interest on
     the mortgage assets comprising a CMO may be allocated among the several
     classes of a CMO in many ways. The general goal in allocating cash flows on
     mortgage assets to the various classes of a CMO is to create certain
     tranches on which the expected cash flows have a higher degree of
     predictability than do the underlying mortgage assets. As a general matter,
     the more predictable the cash flow is on a particular CMO tranche, the
     lower the anticipated yield on that tranche at the time of issue will be
     relative to the prevailing market yields on the mortgage assets. As part of
     the process of creating more predictable cash flows on certain tranches of
     a CMO, one or more tranches generally must be created that absorb most of
     the changes in the cash flows on the underlying mortgage assets. The yields
     on these tranches are generally higher than prevailing market yields on
     other mortgage related securities with similar average lives. Principal
     prepayments on the underlying mortgage assets may cause the CMOs to be
     retired substantially earlier than their stated maturities or final
     distribution dates. Because of the uncertainty of the cash flows on these
     tranches, the market prices and yields of these tranches are more volatile
     and may increase or


     decrease in value substantially with changes in interest rates and/or the
     rates of prepayment. Due to the possibility that prepayments (on home
     mortgages and other collateral) will alter the cash flow on CMOs, it is not
     possible to determine in advance the final maturity date or average life.
     Faster prepayment will shorten the average life and slower prepayments will
     lengthen it. In addition, if the collateral securing CMOs or any third
     party guarantees are insufficient to make payments, the Fund could sustain
     a loss.

     STRIPPED MORTGAGE-BACKED SECURITIES. The Fund may invest up to 10% of its
     net assets in stripped mortgage-backed securities. Stripped mortgage-backed
     securities are usually structured in two classes. One class entitles the
     holder to receive all or most of the interest but little or none of the
     principal of a pool of Mortgage Assets (the interest-only or "IO" Class),
     while the other class entitles the holder to receive all or most of the
     principal but little or none of the interest (the principal-only or "PO"
     Class).

     INVERSE FLOATERS. The Fund may invest up to 10% of its net assets in
     inverse floaters. An inverse floater has a coupon rate that moves in the
     direction opposite to that of a designated interest rate index.

     The following paragraphs are hereby deleted within the "ADDITIONAL RISK
INFORMATION" section of the Fund's Prospectus:

     FOREIGN SECURITIES. The Fund's investments in foreign securities involve
     risks that are in addition to the risks associated with domestic
     securities. One additional risk is currency risk. In particular, the price
     of securities could be adversely affected by changes in the exchange rate
     between U.S. dollars and a foreign market's local currency.

     Foreign securities also have risks related to economic and political
     developments abroad, including any effects of foreign social, economic or
     political instability. Foreign companies, in general, are not subject to
     the regulatory requirements of U.S. companies and, as such, there may be
     less publicly available information about these companies. Moreover,
     foreign accounting, auditing and financial reporting standards generally
     are different from those applicable to U.S. companies. Finally, in the
     event of a default of any foreign debt obligations, it may be more
     difficult for the Fund to obtain or enforce a judgment against the issuers
     of the securities.

     Securities of foreign issuers may be less liquid than comparable securities
     of U.S. issuers and, as such, their price changes may be more volatile.
     Furthermore, foreign exchanges and broker-dealers are generally subject to
     less government and exchange scrutiny and regulation than their U.S.
     counterparts. In addition, differences in clearance and settlement
     procedures in foreign markets may occasion delays in settlements of the
     Fund's trades effected in those markets.

     Depositary receipts involve substantially identical risks to those
     associated with direct investment in foreign securities. In addition, the
     underlying issuers of certain depositary receipts, particularly unsponsored
     or unregistered depositary receipts, are under no obligation to distribute
     shareholder communications to the holders of such receipts, or to pass
     through to them any voting rights with respect to the deposited securities.


     The following paragraphs are hereby added within the "ADDITIONAL RISK
INFORMATION" section of the Fund's Prospectus:

     COMMERCIAL MORTGAGE-BACKED SECURITIES. CMBS are subject to credit risk and
     prepayment risk. The Fund invests in CMBS that are rated investment grade
     by at least one nationally-recognized statistical rating organization
     (e.g., Baa or better by Moody's Investor Services, Inc. or BBB or better by
     Standard & Poor's Ratings Group, a division of The McGraw Hill Companies,
     Inc.). Although prepayment risk is present, it is of a lesser degree in the
     CMBS than in the residential mortgage market; commercial real estate
     property loans often contain provisions which substantially reduce the
     likelihood that such securities will be prepaid (e.g., significant
     prepayment penalties on loans and, in some cases, prohibition on principal
     payments for several years following origination).

     COLLATERALIZED MORTGAGE OBLIGATIONS. The principal and interest on the
     Mortgage Assets comprising a CMO may be allocated among the several classes
     of a CMO in many ways. The general goal in allocating cash flows on
     Mortgage Assets to the various classes of a CMO is to create certain
     tranches on which the expected cash flows have a higher degree of
     predictability than do the underlying Mortgage Assets. As a general matter,
     the more predictable the cash flow is on a particular CMO tranche, the
     lower the anticipated yield on that tranche at the time of issue will be
     relative to the prevailing market yields on the Mortgage Assets. As part of
     the process of creating more predictable cash flows on certain tranches of
     a CMO, one or more tranches generally must be created that absorb most of
     the changes in the cash flows on the underlying Mortgage Assets.


     The yields on these tranches are generally higher than prevailing market
     yields on other mortgage related securities with similar average lives.
     Principal prepayments on the underlying Mortgage Assets may cause the CMOs
     to be retired substantially earlier than their stated maturities or final
     distribution dates. Because of the uncertainty of the cash flows on these
     tranches, the market prices and yields of these tranches are more volatile
     and may increase or decrease in value substantially with changes in
     interest rates and/or the rates of prepayment. Due to the possibility that
     prepayments (on home mortgages and other collateral) will alter the cash
     flow on CMOs, it is not possible to determine in advance the final maturity
     date or average life. Faster prepayment will shorten the average life and
     slower prepayments will lengthen it. In addition, if the collateral
     securing CMOs or any third-party guarantees are insufficient to make
     payments, the Fund could sustain a loss.

     OPTIONS AND FUTURES. If the Fund invests in options and/or futures, its
     participation in these markets would subject the Fund's portfolio to
     certain risks. The Investment Adviser's predictions of movements in the
     direction of interest rate movements may be inaccurate, and the adverse
     consequences to the Fund (e.g., a reduction in the Fund's net asset value
     or a reduction in the amount of income available for distribution) may
     leave the Fund in a worse position than if these strategies were not used.
     Other risks inherent in the use of options and futures include, for
     example, the possible imperfect correlation between the price of options
     and futures contracts and movements in the prices of the securities being
     hedged, and the possible absence of a liquid secondary market for any
     particular instrument.

     SWAPS. Swaps do not involve the delivery of securities, other underlying
     assets or principal. Accordingly, the risk of loss with respect to swaps is
     limited to the net amount of payments that the Fund is contractually
     obligated to make, or, in the case of the other party to a swap defaulting,
     the net amount of payments that the Fund is contractually entitled to
     receive. Currency swaps usually involve the delivery of the entire
     principal value of one designated currency in exchange for the other
     designated currency. Therefore, the entire principal value of a currency
     swap is subject to the risk that the other party to the swap will default
     on its contractual delivery obligations. If there is a default by the
     counterparty, the Fund may have contractual remedies pursuant to the
     agreements related to the transaction. The swap market has grown
     substantially in recent years with a large number of banks and investment
     banking firms acting both as principals and as agents utilizing
     standardized swap documentation. As a result, the swap market has become
     relatively liquid. Caps, floors and collars are more recent innovations for
     which standardized documentation has not yet been fully developed and,
     accordingly, they are less liquid than swaps. The Fund's investments in
     credit default swap contracts involves risks. Where the Fund is the buyer
     of a credit default swap contract, it would be entitled to receive the par
     (or other agreed-upon) value of a referenced debt obligation from the
     counterparty to the contract only in the event of a default by a third
     party on the debt obligation. If no default occurs, the Fund would have
     paid to the counterparty a periodic stream of payments over the term of the
     contract and received no benefit from the contract. When the Fund is the
     seller of a credit default swap contract, it receives the stream of
     payments but is obligated to pay upon default of the referenced debt
     obligation.

     STRIPPED MORTGAGE-BACKED SECURITIES. Investments in each class of stripped
     mortgage-backed securities are extremely sensitive to changes in interest
     rates. IOs tend to decrease in value substantially if interest rates
     decline and prepayment rates become more rapid. POs tend to decrease in
     value substantially if interest rates increase and the rate of prepayment
     decreases. If the Fund invests in stripped mortgage-backed securities and
     interest rates move in a manner not anticipated by Fund management, it is
     possible that the Fund could lose all or substantially all of its
     investment.

     INVERSE FLOATERS. Investments in inverse floaters are subject to certain
     risks. Like most other fixed-income securities, the value of inverse
     floaters will decrease as interest rates increase. They are more volatile,
     however, than most other fixed-income securities because the coupon rate on
     an inverse floater typically changes at a multiple of the change in the
     relevant index rate. Thus, any rise in the index rate (as a consequence of
     an increase in interest rates) causes a correspondingly greater drop in the
     coupon rate of an inverse floater while a drop in the index rate causes a
     correspondingly greater increase in the coupon of an inverse floater. Some
     inverse floaters may also increase or decrease substantially because of
     changes in the rate of prepayments.



              PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.


                                                                     37915SPT-01

                                                             April 20, 2005
                                                                  Supplement

[MORGAN STANLEY LOGO]





                    SUPPLEMENT DATED APRIL 20, 2005 TO THE
                      STATEMENT OF ADDITIONAL INFORMATION
                                       OF
                   MORGAN STANLEY HIGH YIELD SECURITIES INC.
                            Dated October 29, 2004

     The following paragraphs are hereby added within the section "II.
DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS--B. INVESTMENT STRATEGIES
AND RISKS" of the Fund's Statement of Additional Information:

     ASSET-BACKED SECURITIES. The Fund may invest in asset-backed securities.
     Asset-backed securities have risk characteristics similar to
     mortgage-backed securities. Like mortgage-backed securities, they generally
     decrease in value as a result of interest rate increases, but may benefit
     less than other fixed-income securities from declining interest rates,
     principally because of prepayments. Also, as in the case of mortgage-backed
     securities, prepayments generally increase during a period of declining
     interest rates although other factors, such as changes in credit use and
     payment patterns, may also influence repayment rates. Asset-backed
     securities also involve the risk that various federal and state consumer
     laws and other legal and economic factors may result in the collateral
     backing the securities being insufficient to support payment on the
     securities.

     The securitization techniques used to develop mortgage-backed securities
     are also applied to a broad range of other assets. Various types of assets,
     primarily automobile and credit card receivables and home equity loans, are
     being securitized in pass-through structures similar to the mortgage
     pass-through structures. New instruments and variations of existing
     mortgage-backed securities and asset-backed securities continue to be
     developed. The Fund may invest in any of these instruments or variations.

     COLLATERALIZED MORTGAGE OBLIGATIONS. The Fund may invest in collateralized
     mortgage obligations ("CMOs"). CMOs are debt obligations collateralized by
     mortgage loans or mortgage pass-through securities (collectively "Mortgage
     Assets"). Payments of principal and interest on the Mortgage Assets and any
     reinvestment income are used to make payments on the CMOs. CMOs are issued
     in multiple classes. Each class has a specific fixed or floating coupon
     rate and a stated maturity or final distribution date. The principal and
     interest on the Mortgage Assets may be allocated among the classes in a
     number of different ways. Certain classes will, as a result of the
     collection, have more predictable cash flows than others. As a general
     matter, the more predictable the cash flow, the lower the yield relative to
     other Mortgage Assets. The less predictable the cash flow, the higher the
     yield and the greater the risk. The Fund may invest in any class of CMO.

     Certain mortgage-backed securities in which the Fund may invest (e.g.,
     certain classes of CMOs) may increase or decrease in value substantially
     with changes in interest rates and/or the rates of prepayment. In addition,
     if the collateral securing CMOs or any third party guarantees are
     insufficient to make payments, the Fund could sustain a loss.

     STRIPPED MORTGAGE-BACKED SECURITIES. In addition, the Fund may invest up to
     10% of its net assets in stripped mortgage-backed securities, which are
     usually structured in two classes. One class entitles the holder to receive
     all or most of the interest but little or none of the principal of a pool
     of Mortgage Assets (the interest-only or "IO" Class), while the other class
     entitles the holder to receive all or most of the principal but little or
     none of the interest (the principal-only or "PO" Class). IOs tend to
     decrease in value substantially if interest rates decline and prepayment
     rates become more rapid. POs tend to decrease in value substantially if
     interest rates increase and the rate of prepayment decreases.

     INVERSE FLOATERS. The Fund may invest up to 10% of its net assets in
     inverse floaters. An inverse floater has a coupon rate that moves in the
     direction opposite to that of a designated interest rate index. Like most
     other fixed-income securities, the value of inverse floaters will decrease
     as interest rates increase. They are more volatile, however, than most
     other fixed-income securities because the coupon rate on an inverse floater
     typically changes at a multiple of the change in the relevant index rate.
     Thus, any rise in the index rate (as a consequence of an increase in
     interest rates) causes a correspondingly greater drop in the coupon rate of
     an inverse floater while a drop in the index rate causes a correspondingly
     greater increase in the coupon of an inverse floater. Some inverse floaters
     may also increase or decrease substantially because of changes in the rate
     of prepayments.

     EMERGING MARKET SECURITIES. Investing in emerging market countries may
     entail purchasing securities issued by or on behalf of entities that are
     insolvent, bankrupt, in default or otherwise engaged in an attempt to
     reorganize or reschedule their obligations, and in entities that have
     little or no proven credit rating or credit history. In any such case, the
     issuer's poor or


     deteriorating financial condition may increase the likelihood that the Fund
     will experience losses or diminution in available gains due to bankruptcy,
     insolvency or fraud. With respect to any emerging market country, there is
     the possibility of nationalization, expropriation or confiscatory taxation,
     political changes, government regulation, social instability or diplomatic
     developments (including war) that could affect adversely the economies of
     such countries or the value of a Fund's investments in those countries. It
     may be difficult to obtain and enforce a judgment in a court outside the
     United States. Investments in emerging markets may also expose the Fund to
     an extra degree of custodial and/or market risk, especially where the
     securities purchased are not traded on an official exchange or where
     ownership records regarding the securities are maintained by an unregulated
     entity (or even the issuer itself).

     TARGETED RETURN INDEX SECURITIES ("TRAINS"). The Fund may invest up to 10%
     of its net assets in TRAINs which are investment vehicles structured as
     trusts. Each trust represents an undivided investment interest in the pool
     of securities (generally high yield securities) underlying the trust
     without the brokerage and other expenses associated with holding small
     positions in individual securities. TRAINs are not registered under the
     Securities Act or the Investment Company Act and therefore must be held by
     qualified purchasers and resold to qualified institutional buyers pursuant
     to Rule 144A under the Securities Act. Many junk bonds are issued as Rule
     144A securities. Investments in certain TRAINs may have the effect of
     increasing the level of Fund illiquidity to the extent the Fund, at a
     particular point in time, may be unable to find qualified institutional
     buyers interested in purchasing such securities.

     The following paragraphs are hereby added as the fifth, sixth and seventh
paragraphs in the section "II. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND
RISKS--B. INVESTMENT STRATEGIES AND RISKS--SWAPS" of the Fund's Statement of
Additional Information:

     The Fund may enter into credit default swap contracts for hedging purposes,
     to add leverage to its portfolio or to gain exposure to a credit in which
     the Fund may otherwise invest. As the seller in a credit default swap
     contract, the Fund would be required to pay the par (or other agreed-upon)
     value of a referenced debt obligation to the counterparty in the event of a
     default by a third party, such as a U.S. or foreign corporate issuer, on
     the debt obligation. In return, the Fund would receive from the
     counterparty a periodic stream of payments over the term of the contract
     provided that no event of default has occurred. If no default occurs, the
     Fund would keep the stream of payments and would have no payment
     obligations. As the seller, the Fund would effectively add leverage to the
     Fund because, in addition to its total net assets, the Fund would be
     subject to investment exposure on the notional amount of the swap.

     The Fund may also purchase credit default swap contracts in order to hedge
     against the risk of default of debt securities held in the Fund, in which
     case the Fund would function as the counterparty referenced in the
     preceding paragraph. This would involve the risk that the investment may
     expire worthless and would generate income only in the event of an actual
     default by the issuer of the underlying obligation (as opposed to a credit
     downgrade or other indication of financial instability). It would also
     involve credit risk that the seller may fail to satisfy its payment
     obligations to the Fund in the event of a default.

     The Fund will earmark or segregate assets in the form of cash and cash
     equivalents in an amount equal to the aggregate market value of the credit
     default swaps of which it is the seller, marked to market on a daily basis.

     The second paragraph of the section titled "II. DESCRIPTION OF THE FUND
AND ITS INVESTMENTS AND RISKS--B. INVESTMENT STRATEGIES AND RISKS--COMMERCIAL
MORTGAGE-BACKED SECURITIES ("CMBS")" of the Fund's Statement of Additional
Information is hereby deleted and replaced with the following:

     CMBS are subject to credit risk and prepayment risk. The Fund invests in
     CMBS that are rated investment grade by at least one nationally-recognized
     statistical rating organization (e.g., Baa or better by Moody's Investor
     Services, Inc. or BBB or better by Standard & Poor's Ratings Group, a
     division of The McGraw Hill Companies, Inc.). Although prepayment risk is
     present, it is of a lesser degree in the CMBS than in the residential
     mortgage market; commercial real estate property loans often contain
     provisions which substantially reduce the likelihood that such securities
     will be prepaid (e.g. significant prepayment penalties on loans and, in
     some cases, prohibition on principal payments for several years following
     origination).




              PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.