-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DGyPN1W6CMT18QcQZ6eTxUuQ+h6M/8G2f62O4lDmT8bKjQiOJ0F3/R7htrDeR9/6 +Vp95yzeM44m2Q7N+XVUKQ== 0000950136-05-005629.txt : 20050906 0000950136-05-005629.hdr.sgml : 20050905 20050906112207 ACCESSION NUMBER: 0000950136-05-005629 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050906 DATE AS OF CHANGE: 20050906 EFFECTIVENESS DATE: 20050906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY TAX FREE DAILY INCOME TRUST CENTRAL INDEX KEY: 0000315812 IRS NUMBER: 133075005 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03031 FILM NUMBER: 051069436 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: (212) 869-6397 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER TAX FREE DAILY INCOME TRUST DATE OF NAME CHANGE: 19980622 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER TAX FREE DAILY INCOME TRUST DATE OF NAME CHANGE: 19930616 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER SEARS TAX FREE DAILY INCOME TRUST DATE OF NAME CHANGE: 19930209 N-CSRS 1 file001.htm SEMIANNUAL REPORT








                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03031

Morgan Stanley Tax-Free Daily Income Trust
                 (Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020
         (Address of principal executive offices)                     (Zip code)

Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
                                (Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000

Date of fiscal year end: December 31, 2005

Date of reporting period: June 30, 2005


Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you'll learn about how your investment in Morgan Stanley Tax-Free Daily Income Trust performed during the semiannual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund's financial statements and a list of Fund investments.

This material must be preceded or accompanied by a prospectus for the fund being offered.
Market forecasts provided in this report may not necessarily come to pass. There is no assurance that a mutual fund will achieve its investment objective. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in the fund. Please see the prospectus for more complete information on investment risks.



Fund Report
For the six months ended June 30, 2005

Market Conditions

Against the backdrop of economic improvement and rising oil prices, the Federal Open Market Committee (the "Fed") raised the federal funds target rate in each of its four meetings during the six-month reporting period. Through this "measured" series of 25 basis point increases, the Fed brought the federal funds target rate from 2.25 percent at the start of the period to 3.25 percent at the close. The yields of short-term instruments rose in response to the Fed's actions. Within the municipal money market, variable-rate securities performed particularly well. Variable-rate securities quickly adjust their yields in response to changes in interest rates, a desirable characteristic in a rising-rate environment.

    

Performance Analysis

As of June 30, 2005, Morgan Stanley Tax-Free Daily Income Trust had net assets of approximately $409 million and an average portfolio maturity of 29 days. For the six-month period ended June 30, 2005, the Fund provided a total return of 0.80 percent. For the seven-day period ended June 30, 2005, the Fund provided an effective annualized yield of 1.91 percent and a current yield of 1.89 percent, while its 30-day moving average yield for June was 1.83 percent. Past performance is no guarantee of future results.

We continued to manage the Fund conservatively in anticipation of continued interest-rate increases. We favored securities with daily or weekly rate reset features; this strategy positioned the Fund to benefit speedily as rates increased. Additionally, within the Fund's fixed-rate portfolio, we emphasized commercial paper with maturities of one to three months, and to a lesser extent, municipal notes and bonds in the six-to-nine month range. Meanwhile, we decreased exposure to notes with one-year maturities, to avoid hindering the Fund's ability to redeploy assets in higher yielding securities as they came to market. We sought opportunities in financings for smaller municipalities whose issues often offer more attractive yields than those of larger municipal government entities.

There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future.


PORTFOLIO COMPOSITION  
Variable Rate Municipal Obligations   82.1
Municipal Notes & Bonds   9.5  
Tax-Exempt Commercial Paper   8.4  

MATURITY SCHEDULE  
    1 - 30 Days   85.7
  31 - 60 Days   2.1  
  61 - 90 Days   4.9  
  91 - 120 Days    
121+ Days   7.3  
Data as of June 30, 2005. Subject to change daily. All percentages for portfolio composition and maturity schedule are as a percentage of total investments. These data are provided for informational purposes only and should not be deemed a recommendation to buy or sell the securities mentioned. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

2




Investment Strategy

The Fund will invest in high quality, short-term securities that are normally municipal obligations that pay interest exempt from federal income taxes. The Fund's "Investment Adviser," Morgan Stanley Investment Advisors Inc., seeks to maintain the Fund's share price at $1.00. The share price remaining stable at $1.00 means that the Fund would preserve the principal value of your investment.

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

For More Information About Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters by filing the schedule electronically with the Securities and Exchange Commission (SEC). The semiannual reports are filed on Form N-CSRS and the annual reports are filed on Form N-CSR. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public Web site, www.morganstanley.com. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public Web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's Web site, http://www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, Washington, DC 20549-0102.

Householding Notice

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 350-6414, 8:00 a.m. to 8:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.

3




Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 01/01/05 – 06/30/05.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds that have transactional costs, such as sales charges (loads), and redemption fees, or exchange fees.


  BEGINNING
ACCOUNT VALUE
ENDING
ACCOUNT VALUE
EXPENSES PAID
DURING PERIOD*
  01/01/05 06/30/05 01/01/05 –
06/30/05
Actual (0.80% return) $ 1,000.00   $ 1,008.00   $ 2.99  
Hypothetical (5% annual return before expenses) $ 1,000.00   $ 1,021.82   $ 3.01  
* Expenses are equal to the Fund's annualized expense ratio of 0.61% multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). If the Fund had borne all of its expenses, the annualized expense ratio would have been 0.71%.

4




Investment Advisory Agreement Approval 

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Adviser under the Advisory Agreement, including portfolio management, investment research and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund's Administrator under the Administration Agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities. (The Investment Adviser and the Administrator together are referred to as the "Adviser" and the Advisory and Administration Agreements together are referred to as the "Management Agreement.") The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and investment advisory services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Board also concluded that the overall quality of the advisory and administrative services was satisfactory.

Performance Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the Fund's performance for the one-, three- and five-year periods ended November 30, 2004, as shown in reports provided by Lipper (the "Lipper Reports"), compared to the performance of comparable funds selected by Lipper (the "performance peer group"), and noted that the Fund's performance was lower than its performance peer group average for all three periods. The Board considered that the Fund's performance, relative to its performance peer group, has improved, as the gap between the Fund's performance and the average of its performance peer group has narrowed from the five- to the three- to the one-year period. The Board also considered that the range of performance of all the funds in the performance peer group is very narrow. The Board concluded that the Fund's performance was improving and can now reasonably be expected to be competitive with that of its performance peer group.

Fees Relative to Other Funds Managed by the Adviser with Comparable Investment Strategies

The Board reviewed the advisory and administrative fees (together, the "management fee") paid by the Fund under the Management Agreement. The Board noted that, except for two funds, the rate was comparable to the management fee rates charged by the Adviser to other funds it manages with investment strategies comparable to those of the Fund.

Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the advisory and administrative fees (together, the "management fee") paid by the Fund under the Management Agreement and the total expense ratio of the Fund. The Board noted that: (i) the Fund's management fee rate was higher than the average management fee rate for funds, selected by Lipper (the "expense peer group"), managed by other advisers with investment strategies comparable to those of the Fund, as shown in the Lipper Report for the Fund; but (ii) the Fund's total expense ratio was lower than the average total

5




expense ratio of the funds included in the Fund's expense peer group. The Board noted that the Adviser had imposed a cap of 0.60% on total expenses, excluding brokerage commissions but including the management fee. The Board concluded that the Fund's management fee and total expense ratio were competitive with its expense peer group.

Breakpoints and Economies of Scale

The Board reviewed the structure of the Fund's management fee schedule under the Management Agreement and noted that it includes breakpoints. The Board also reviewed the level of the Fund's management fee and noted that the fee, as a percentage of the Fund's net assets, would decrease as net assets increase because the management fee includes breakpoints. The Board concluded that the Fund's management fee would reflect economies of scale as assets increase.

Profitability of Adviser and Affiliates

The Board considered and reviewed information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last two years from their relationship with the Fund and the Morgan Stanley Fund Complex and reviewed with the Controller of the Adviser the cost allocation methodology used to determine the Adviser's profitability. Based on their review of the information they received, the Board concluded that the profits earned by the Adviser and its affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

Fall-Out Benefits

The Board considered so-called "fall-out benefits" derived by the Adviser and its affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as "float" benefits derived from handling of checks for purchases and redemptions of Fund shares through a broker-dealer affiliate of the Adviser. The Board also considered that a broker-dealer affiliate of the Adviser receives from the Fund 12b-1 fees for distribution and shareholder services. The Board concluded that the float benefits were relatively small and that the 12b-1 fees were competitive with those of other broker-dealer affiliates of investment advisers.

Soft Dollar Benefits

The Board considered whether the Adviser realizes any benefits from commissions paid to brokers who execute securities transactions for the Fund ("soft dollars"). The Board noted that the Fund invests only in fixed income securities, which do not generate soft dollars.

Adviser Financially Sound and Financially Capable of Meeting the Fund's Needs

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board noted that the Adviser's operations remain profitable, although increased expenses in recent years have reduced the Adviser's profitability. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement.

Historical Relationship Between the Fund and the Adviser

The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for

6




managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that it is beneficial for the Fund to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.

General Conclusion

After considering and weighing all of the above factors, the Board concluded it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year.

7




Morgan Stanley Tax-Free Daily Income Trust

Portfolio of Investments June 30, 2005 (unaudited)


PRINCIPAL
AMOUNT IN
THOUSANDS
  CURRENT
RATE†
DEMAND
DATE*
VALUE
    Short-Term Variable Rate Municipal Obligations (83.5%)
    Arizona             
$ 6,680   Scottsdale Municipal Property Corporation, Excise Tax Ser 2004 A ROCs II-R Ser 2153 (MBIA)   2.32   07/08/05   $     6,680,000  
  4,000   Sun Devil Energy Center LLC, Arizona State University Ser 2004 (FGIC)   2.32     07/08/05     4,000,000  
    Colorado             
  5,000   Colorado Educational & Cultural Facilities Authority, Campus Village Apartments Ser 2005   2.30     07/08/05     5,000,000  
    Colorado Health Facilities Authority,
  7,900   Catholic Health Initiatives Ser 2004 B-5   2.23     07/08/05     7,900,000  
  5,000   NCMC Inc Ser 2005 (FSA)   2.28     07/08/05     5,000,000  
    Florida             
  16,750   Dade County Industrial Development Authority, Dolphins Stadium Ser 1985 A   2.22     07/08/05     16,750,000  
  10,000   Orlando Utilities Commission, Water & Electric Ser 2002 B   2.28     07/08/05     10,000,000  
    Hawaii             
  4,985   Hawaii, ROCs II-R Ser 6012   2.32     07/08/05     4,985,000  
    Illinois             
  14,000   Chicago, Ser 2002 B (FGIC)   2.30     07/08/05     14,000,000  
    Illinois Development Finance Authority,            
  2,980   Jewish Federation of Metropolitan Chicago Ser 1999 (Ambac)   2.35     07/08/05     2,980,000  
  3,500   Loyola Academy Ser 1993 A   2.31     07/08/05     3,500,000  
  3,400   Young Men's Christian Association of Metropolitan Chicago Ser 2001   2.35     07/08/05     3,400,000  
    Illinois Finance Authority,            
  10,000   Northwestern University Ser 2004 B   2.25     07/08/05     10,000,000  
  4,980   Revolving Fund ROCs II-R Ser 6015   2.32     07/08/05     4,980,000  
  11,000   Oak Forest, Homewood South Suburban Mayors & Managers Association Ser 1989   2.54     07/08/05     11,000,000  
    Indiana             
  4,500   Indiana Educational Facilities Authority, Indiana Wesleyan University Ser 1998 A   2.57     07/01/05     4,500,000  
    Kansas             
    Kansas Department of Transportation,            
  3,805   Highway Eagle #20041005 Class A   2.32     07/08/05     3,805,000  
  7,510   Highway Ser 2004 C-1   2.26     07/08/05     7,510,000  
    Maryland             
  5,900   Maryland Health & Higher Educational Facilities Authority, Catholic Health Initiatives Ser 1997 B   2.32     07/08/05     5,900,000  

See Notes to Financial Statements

8




Morgan Stanley Tax-Free Daily Income Trust

Portfolio of Investments June 30, 2005 (unaudited) continued


PRINCIPAL
AMOUNT IN
THOUSANDS
  CURRENT
RATE†
DEMAND
DATE*
VALUE
    Massachusetts             
$ 6,000   Massachusetts Bay Transportation Authority, Ser 2000   2.22   07/08/05   $     6,000,000  
    Michigan             
  5,000   Jackson County Hospital Finance Authority, W.A. Foote Memorial Hospital Ser 2005 A   2.30     07/08/05     5,000,000  
  5,000   Kent Hospital Finance Authority, Metropolitan Hospital Ser 2005 B   2.28     07/08/05     5,000,000  
    Minnesota             
  10,000   Minneapolis, Guthrie Theater on the River Ser 2003 A   2.28     07/08/05     10,000,000  
  14,160   University of Minnesota Regents, Ser 1999 A & Ser 2001 A   2.43     07/08/05     14,160,000  
    Mississippi             
  6,000   Perry County, Leaf River Forest Products Inc Ser 2002   2.25     07/08/05     6,000,000  
    Missouri             
  3,900   Missouri Development Finance Board, The Nelson Gallery Foundation Ser 2004 A   2.30     07/08/05     3,900,000  
    Nebraska             
  8,700   American Public Energy Agency, National Public Gas Agency 2003 Ser A   2.30     07/08/05     8,700,000  
    New York             
  4,300   Long Island Power Authority, Electric Ser 7 Subser 7 B (MBIA)   2.20     07/08/05     4,300,000  
  1,400   New York City, Fiscal 2004 Subser A-4   2.18     07/08/05     1,400,000  
  5,000   New York City Industrial Development Agency, One Bryant Park LLC Ser 2004 A   2.32     07/08/05     5,000,000  
    North Carolina             
  7,100   North Carolina Capital Facilities Agency, Durham Academy Ser 2001   2.29     07/08/05     7,100,000  
  5,000   North Carolina Medical Care Commission, Duke University Health System Ser 2005 C   2.26     07/08/05     5,000,000  
  5,000   Raleigh, Downtown Improvement Projects Ser 2005 B COPs   2.27     07/08/05     5,000,000  
  2,500   The University of North Carolina, University of North Carolina Hospitals at Chapel Hill Ser 2001 B   2.28     07/01/05     2,500,000  
    Ohio             
  2,000   Cuyahoga County, Cleveland Clinic Ser 2004 B   2.35     07/01/05     2,000,000  
  4,270   Ohio, Ser 2004 P-FLOATs PT-2139   2.31     07/08/05     4,270,000  
    Oklahoma             
    Oklahoma Water Resources Board,            
  3,170   State Loan Program Ser 1995   2.15     09/01/05     3,170,000  
  3,675   State Loan Program Ser 1999   2.20     09/01/05     3,675,000  
    Oregon             
  5,000   Clackamas County Hospital Facility Authority, Legacy Health System Ser 2003   2.28     07/08/05     5,000,000  

See Notes to Financial Statements

9




Morgan Stanley Tax-Free Daily Income Trust

Portfolio of Investments June 30, 2005 (unaudited) continued


PRINCIPAL
AMOUNT IN
THOUSANDS
  CURRENT
RATE†
DEMAND
DATE*
VALUE
    Pennsylvania             
$ 2,000   Allegheny County Industrial Development Authority, Carnegie Museums of Pittsburgh Ser 2005   2.35   07/08/05   $     2,000,000  
  6,800   Pennsylvania Turnpike Commission, 2002 Ser A-2   2.32     07/08/05     6,800,000  
  5,500   Washington County Authority, The Trustees of University of Pennsylvania Ser 2004   2.25     07/08/05     5,500,000  
    South Carolina             
  5,870   York County School District No 4, Fort Mill Ser 2004 F TOCs   2.32     07/08/05     5,870,000  
    Tennessee             
    Clarksville Public Building Authority,            
  3,405   Pooled Financing Ser 1997   2.56     07/08/05     3,405,000  
  500   Pooled Financing Ser 2001   2.28     07/01/05     500,000  
  3,800   Jackson Energy Authority, Gas System Ser 2002 (FSA)   2.28     07/08/05     3,800,000  
  3,000   Montgomery County Public Building Authority, Pooled Financing Ser 1999   2.30     07/08/05     3,000,000  
    Texas             
  3,500   Brownsville, Utilities System Sub Lien Ser 2001 A (MBIA)   2.45     08/24/05     3,500,000  
    Harris County Health Facilities Development Corporation,            
  6,300   Methodist Hospital System Ser 2005 B   2.30     07/01/05     6,300,000  
  4,900   Texas Medical Center Ser 1999 B (FSA) & Ser 2001 (MBIA)   2.30     07/01/05     4,900,000  
  1,000   Young Men's Christian Association of the Greater Houston Area Ser 2002   2.30     07/01/05     1,000,000  
  4,400   Harris County Industrial Development Corporation, Baytank Inc Ser 1998   2.32     07/08/05     4,400,000  
  3,500   Houston, Combined Utility System MERLOTs 2004 Ser C 13 (MBIA)   2.32     07/08/05     3,500,000  
  5,000   Lower Neches Valley Authority, Chevron USA Inc Ser 1987   2.14     08/15/05     5,000,000  
  4,250   San Antonio, Water System Sub Lien 2003 B (MBIA)   2.38     07/08/05     4,250,000  
  4,110   Texas Municipal Gas Corporation, Senior Lien Ser 1998 (FSA)   2.30     07/08/05     4,110,000  
    Utah             
    Intermountain Power Agency,            
  7,000   Power Supply Ser 1985 F (Ambac)   2.20     09/15/05     7,000,000  
  7,100   Power Supply Ser 1985 F (Ambac)   2.73     12/01/05     7,100,000  
  10,600   Salt Lake County, Service Station Holdings British Petroleum Ser 1994B   2.29     07/01/05     10,600,000  
    Various States             
  9,890   Municipal Securities Pooled Trust Receipts, Various States
Ser 2004 SG P-18
  2.43     07/08/05     9,890,000  
    Total Short-Term Variable Rate Municipal Obligations  (Cost $341,490,000)   341,490,000  

See Notes to Financial Statements

10




Morgan Stanley Tax-Free Daily Income Trust

Portfolio of Investments June 30, 2005 (unaudited) continued


PRINCIPAL
AMOUNT IN
THOUSANDS
  COUPON
RATE
MATURITY
DATE
YIELD TO
MATURITY
ON DATE OF
PURCHASE
VALUE
    Tax-Exempt Commercial Paper (8.6%)                
    District of Columbia                 
$   8,000   District of Columbia, National Academy of Science Ser 1999 B (Ambac)   2.55   07/28/05     2.55 $     8,000,000  
    Georgia                 
  5,000   Metropolitan Atlanta Rapid Transit Authority, 2004 Ser A   2.35     07/12/05     2.35     5,000,000  
    Nevada                 
  5,000   Las Vegas Valley Water District, Water Ser 2004 A   2.72     07/25/05     2.72     5,000,000  
    New York                 
  5,000   New York City Municipal Water Finance Authority, Ser 5-B   2.78     07/19/05     2.78     5,000,000  
    Texas                 
  7,000   San Antonio, Electric & Gas Ser 1995 A   2.85     07/13/05     2.85     7,000,000  
  5,000   University of Texas Regents, Permanent University Fund Ser A   2.72     07/22/05     2.72     5,000,000  
    Total Tax-Exempt Commercial Paper  (Cost $35,000,000)   35,000,000  
    Short-Term Municipal Notes and Bonds (9.6%)                
    Illinois                 
  5,000   Illinois, Unemployment Insurance Fund Building Receipts Ser 2004 A, dtd 07/01/04   5.00     12/15/05     2.55     5,055,101  
  2,500   Illinois Finance Authority, Ser 2005-A School Notes, dtd 03/02/05   3.00     12/01/05     2.52     2,504,914  
    Indiana                 
  5,000   Indiana Bond Bank, Midyear Funding Notes
Ser 2005 A, dtd 06/16/05
  3.50     01/27/06     2.50     5,028,187  
    Massachusetts                 
  4,500   Ashburnham-Westminster Regional School District, Ser 2005 BANs, dtd 06/17/05   3.50     09/16/05     2.40     4,510,281  
  1,469   Cape Ann Transportation Authority, Ser 2004 RANs, dtd 07/16/04   2.75     07/14/05     2.10     1,469,332  
  2,000   Montachusett Regional Transit Authority,
Ser 2005 RANs, dtd 06/17/05
  4.00     06/16/06     3.03     2,018,038  
  2,000   Rutland, Ser 2005 BANs, dtd 06/30/05   3.50     09/16/05     2.70     2,003,297  
    New Jersey                 
  2,690   Barnegat Township Board of Education, 2005 Temporary Notes, dtd 07/07/05 (WI)   3.50     07/07/06     2.75     2,709,308  

See Notes to Financial Statements

11




Morgan Stanley Tax-Free Daily Income Trust

Portfolio of Investments June 30, 2005 (unaudited) continued


PRINCIPAL
AMOUNT IN
THOUSANDS
  COUPON
RATE
MATURITY
DATE
YIELD TO
MATURITY
ON DATE OF
PURCHASE
VALUE
    New York                 
$   1,500   Board of Cooperative Educational Services,
Oswego County Sole Supervisory District Ser
2005 RANs, dtd 06/23/05
  4.00   06/23/06     2.85 $ 1,516,402  
  8,000   Brasher Falls Central School District, Ser 2004 BANs, dtd 07/09/04   3.00     07/08/05     1.75     8,001,885  
  3,000   Spencer-Van Etten Central School District,
Ser 2005 BANs, dtd 06/17/05
  4.25     06/15/06     2.83     3,039,601  
  1,500   Utica City School District, Ser 2005 RANs,
dtd 06/23/05
  4.00     06/23/06     3.00     1,514,231  
    Total Short-Term Municipal Notes and Bonds  (Cost $39,370,577)   39,370,577  
    Total Investments  (Cost $415,860,577) (a) (b)   101.7    415,860,577  
    Liabilities in Excess of Other Assets   (1.7   (6,874,503
    Net Assets   100.0  %  $ 408,986,074  
COPs Certificates of Participation.
BANs Bond Revenue Anticipation Notes.
MERLOTs Municipal Exempt Receipts-Liquidity Option Tender.
P-FLOATs Puttable Floating Option Tax-Exempt Receipts.
RANs Revenue Anticipation Notes.
ROCs Reset Option Certificates.
TOCs Tender Option Certificates.
WI Security purchased on a when-issued basis.
Rate shown is the rate in effect at June 30, 2005.
* Date on which the principal amount can be recovered through demand.
(a) Securities have been designated as collateral in an amount equal to $2,709,308 in connection with the purchase of a when-issued security.
(b) Cost is the same for federal income tax purposes.
Bond Insurance:
Ambac Ambac Assurance Corporation.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.

See Notes to Financial Statements

12




Morgan Stanley Tax-Free Daily Income Trust

Financial Statements

Statement of Assets and Liabilities

June 30, 2005 (unaudited)


Assets:    
Investments in securities, at value (cost $415,860,577) $ 415,860,577  
Cash   346,433  
Interest receivable   1,446,815  
Prepaid expenses and other assets   30,392  
Total Assets    417,684,217  
Liabilities:    
Payable for:    
Investments purchased   6,114,308  
Shares of beneficial interest redeemed   2,302,464  
Investment advisory fee   117,982  
Distribution fee   33,857  
Administration fee   16,928  
Accrued expenses and other payables   112,604  
Total Liabilities    8,698,143  
Net Assets  $ 408,986,074  
Composition of Net Assets:    
Paid-in-capital $ 408,958,374  
Accumulated undistributed net investment income   31,939  
Accumulated net realized loss   (4,239
Net Assets  $ 408,986,074  
Net Asset Value Per Share,
408,989,858 shares outstanding (unlimited shares authorized of $.01 par value)
$ 1.00  

Statement of Operations

For the six months ended June 30, 2005 (unaudited)


Net Investment Income:    
Interest Income $ 4,633,220  
Expenses    
Investment advisory fee   950,129  
Distribution fee   211,140  
Transfer agent fees and expenses   111,304  
Administration fee   105,570  
Professional fees   36,353  
Registration fees   29,740  
Shareholder reports and notices   19,292  
Custodian fees   11,075  
Trustees' fees and expenses   6,435  
Other   12,991  
Total Expenses    1,494,029  
Less: amounts waived   (216,374
Less: expense offset   (10,810
Net Expenses    1,266,845  
Net Investment Income    3,366,375  
Net Realized Loss   (2,515
Net Increase $ 3,363,860  

See Notes to Financial Statements

13




Morgan Stanley Tax-Free Daily Income Trust

Financial Statements continued

Statement of Changes in Net Assets


  FOR THE SIX
MONTHS ENDED
JUNE 30, 2005
FOR THE YEAR
ENDED
DECEMBER 31, 2004
  (unaudited) 
Increase (Decrease) in Net Assets:        
Operations:        
Net investment income $ 3,366,375   $ 2,823,590  
Net realized loss   (2,515    
Net Increase    3,363,860     2,823,590  
Dividends to shareholders from net investment income   (3,366,284   (2,823,636
Net decrease from transactions in shares of beneficial interest   (31,282,263   (66,128,565
Net Decrease    (31,284,687   (66,128,611
Net Assets:        
Beginning of period   440,270,761     506,399,372  
End of Period
(Including accumulated undistributed net investment income of $31,939 and $31,848, respectively)
$ 408,986,074   $ 440,270,761  

See Notes to Financial Statements

14




Morgan Stanley Tax-Free Daily Income Trust

Notes to Financial Statements June 30, 2005 (unaudited)

1.   Organization and Accounting Policies

Morgan Stanley Tax-Free Daily Income Trust (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund's investment objective is to provide a high level of daily income which is exempt from federal income tax, consistent with stability of principal and liquidity. The Fund was incorporated in Maryland on March 24, 1980, commenced operations on February 20, 1981 and reorganized as a Massachusetts business trust on April 30, 1987.

The following is a summary of significant accounting policies:

A.   Valuation of Investments — Portfolio securities are valued at amortized cost, which approximates market value.

B.   Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily.

C.   Federal Income Tax Policy — It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable and nontaxable income to its shareholders. Accordingly, no federal income tax provision is required.

D.   Dividends and Distributions to Shareholders — The Fund records dividends and distributions to shareholders as of the close of each business day.

E.   Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

2.   Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with Morgan Stanley Investment Advisors Inc. (the "Investment Adviser"), the Fund pays the Investment Adviser an advisory fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.45% to the portion of the daily net assets not exceeding $500 million; 0.375% to the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.325% to the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.30% to the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.275% to the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.25% to the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.225% to the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.20% to the portion of the daily net assets exceeding $3 billion but not exceeding $15 billion; and 0.199% to the portion of the daily net assets exceeding $15 billion.

15




Morgan Stanley Tax-Free Daily Income Trust

Notes to Financial Statements June 30, 2005 (unaudited) continued

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. (the "Administrator"), an affiliate of the Investment Adviser, the Fund pays an administration fee, accrued daily and payable monthly, by applying the annual rate of 0.05% to the Fund's daily net assets.

The Investment Adviser has agreed to assume all operating expenses and to waive the compensation provided for in its Investment Advisory Agreement to the extent that such expenses and compensation on an annualized basis exceed 0.60% of the daily net assets of the Fund.

3.   Plan of Distribution

Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the Investment Adviser and Administrator, is the distributor of the Fund's shares and in accordance with a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act, finances certain expenses in connection with the promotion of sales of Fund shares.

Reimbursements for these expenses are made in monthly payments by the Fund to the Distributor, which will in no event exceed an amount equal to a payment at the annual rate of 0.15% of the Fund's average daily net assets during the month. Expenses incurred by the Distributor pursuant to the Plan in any fiscal year will not be reimbursed by the Fund through payments accrued in any subsequent fiscal year. For the six months ended June 30, 2005, the distribution fee was accrued at the annual rate of 0.10%.

4.   Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales/maturities of portfolio securities for the six months ended June 30, 2005, aggregated $506,564,583 and $532,435,000, respectively.

Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator and Distributor, is the Fund's transfer agent. At June 30, 2005, the Fund had transfer agent fees and expenses payable of approximately $3,900.

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. Aggregate pension costs for the six months ended June 30, 2005, included in Trustees' fees and expenses in the Statement of Operations amounted to $3,658. At June 30, 2005, the Fund had an accrued pension liability of $61,077 which is included in accrued expenses in the Statement of Assets and Liabilities. On December 2, 2003, the Trustees voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003.

The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan") which allows each independent Trustee to defer payment of all, or a portion, of the fees he receives for serving on the Board of

16




Morgan Stanley Tax-Free Daily Income Trust

Notes to Financial Statements June 30, 2005 (unaudited) continued

Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund.

5.   Shares of Beneficial Interest

Transactions in shares of beneficial interest, at $1.00 per share, were as follows:


  FOR THE SIX
MONTHS ENDED
JUNE 30, 2005
FOR THE YEAR
ENDED
DECEMBER 31, 2004
  (unaudited)   
Shares sold   498,808,914     1,122,405,560  
Shares issued in reinvestment of dividends   3,366,284     2,823,636  
    502,175,198     1,125,229,196  
Shares redeemed   (533,457,461   (1,191,357,761
Net decrease in shares outstanding   (31,282,263   (66,128,565

6.   Expense Offset

The expense offset represents a reduction of the custodian fees for earnings on cash balances maintained by the Fund.

7.   Federal Income Tax Status

As of December 31, 2004, the Fund had a net capital loss carryforward of $1,719 which will expire on December 31, 2008 to offset future capital gains to the extent provided by regulations.

8.   Legal Matters

The Investment Adviser, certain affiliates of the Investment Adviser, certain officers of such affiliates and certain investment companies advised by the Investment Adviser or its affiliates, including the Fund, are named as defendants in a consolidated class action. This consolidated action also names as defendants certain individual Trustees and Directors of the Morgan Stanley funds. The consolidated amended complaint generally alleges that defendants, including the Fund, violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Investment Adviser and certain affiliates of the Investment Adviser allegedly offered economic incentives to brokers and others to recommend the funds advised by the Investment Adviser or its affiliates to investors rather than funds managed by other companies, and (ii) that the funds advised by the Investment Adviser or its affiliates, including the Fund, allegedly paid excessive commissions to brokers in return for their efforts to recommend these funds to investors. The

17




Morgan Stanley Tax-Free Daily Income Trust

Notes to Financial Statements June 30, 2005 (unaudited) continued

complaint seeks, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. The defendants have moved to dismiss the action and intend to otherwise vigorously defend it. On March 10, 2005, Plaintiffs sought leave to supplement their complaint to assert claims on behalf of other investors. While the Fund and Adviser believe that each has meritorious defenses, the ultimate outcome of this matter is not presently determinable at this early stage of the litigation, and no provision has been made in the Fund's financial statements for the effect, if any, of this matter.

18




Morgan Stanley Tax-Free Daily Income Trust

Financial Highlights

Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:


  FOR THE SIX
MONTHS ENDED
JUNE 30, 2005
FOR THE YEAR ENDED DECEMBER 31,
  2004 2003 2002 2001 2000
  (unaudited)                     
Selected Per Share Data:                        
Net asset value, beginning of period $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net income from investment operations   0.008     0.006     0.004     0.008     0.021     0.033  
Less dividends from net investment income   (0.008   (0.006   (0.004   (0.008   (0.021   (0.033
Net asset value, end of period $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return   0.80 % (1)    0.60   0.37   0.78   2.13   3.38
Ratios to Average Net Assets:                        
Expenses (before expense offset)   0.61 % (2)(3)(4)    0.64 % (3)(4)    0.68   0.68   0.68 % (3)    0.69
Net investment income   1.59 % (2)(4)    0.58 % (4)    0.37   0.78   2.10   3.35
Supplemental Data:                        
Net assets, end of period, in thousands   $408,986     $440,271     $506,399     $540,227     $563,914     $573,881  
(1) Not annualized.
(2) Annualized.
(3) Does not reflect the effect of expense offset of 0.01%.
(4) If the Investment Adviser had not waived a portion of its fee, the annualized expense and net investment income ratios would have been as follows:

PERIOD ENDED EXPENSE
RATIO
NET INVESTMENT
INCOME RATIO
June 30, 2005   0.71   1.49
December 31, 2004   0.71     0.51  

See Notes to Financial Statements

19




Trustees

Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael E. Nugent
Fergus Reid

Officers

Charles A. Fiumefreddo
Chairman of the Board

Mitchell M. Merin
President

Ronald E. Robison
Executive Vice President and Principal Executive Officer

Joseph J. McAlinden
Vice President

Barry Fink
Vice President

Amy R. Doberman
Vice President

Carsten Otto
Chief Compliance Officer

Stefanie V. Chang
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Thomas F. Caloia
Vice President

Mary E. Mullin
Secretary

Transfer Agent

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

Investment Adviser

Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York 10020

The financial statements included herein have been taken from the records of the Fund without examination by the independent auditors and accordingly they do not express an opinion thereon.

This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS.

This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

Investments and services offered through Morgan Stanley DW Inc., member SIPC. Morgan Stanley Distributors Inc., member NASD.

© 2005 Morgan Stanley



37955RPT-RA05-00640P-Y06/05
MORGAN STANLEY FUNDS


Morgan Stanley
Tax-Free Daily
Income Trust






Semiannual Report
June 30, 2005
















Item 2.  Code of Ethics.

Not applicable for semiannual reports.


Item 3.  Audit Committee Financial Expert.

Not applicable for semiannual reports.


Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.


Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.


Item 6.

Refer to Item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

Not applicable for semiannual reports.


Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to reports filed by closed-end funds.


Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.


Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.





Item 11. Controls and Procedures

(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-CSR
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.

(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

Item 12. Exhibits

(a) Code of Ethics - Not applicable for semiannual reports.

(b) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto as part of EX-99.CERT.















                                     2





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Tax-Free Daily Income Trust

/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
August 23, 2005

         Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
August 23, 2005

/s/ Francis Smith
Francis Smith
Principal Financial Officer
August 23, 2005










                                    3







                                                                   EXHIBIT 12 B1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

                                 CERTIFICATIONS
                                 --------------


I, Ronald E. Robison, certify that:

1.   I have reviewed this report on Form N-CSR of Morgan Stanley Tax-Free Daily
     Income Trust;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
     control over financial reporting (as defined in Rule 30a-3(d) under the
     Investment Company Act of 1940) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

b)   designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of a date
     within 90 days prior to the filing date of this report based on such
     evaluation; and

d)   disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal half-year (the registrant's second fiscal half-year in the case of
     an annual report) that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting; and



                                       4




5.   The registrant's other certifying officer(s) and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize, and report financial information; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Date: August 23, 2005
                                                     /s/ Ronald E. Robison
                                                     Ronald E. Robison
                                                     Principal Executive Officer






                                      5




                                                                   EXHIBIT 12 B2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

                                 CERTIFICATIONS
                                 --------------

I, Francis Smith, certify that:

1.   I have reviewed this report on Form N-CSR of Morgan Stanley Tax-Free Daily
     Income Trust;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
     control over financial reporting (as defined in Rule 30a-3(d) under the
     Investment Company Act of 1940) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

b)   designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of a date
     within 90 days prior to the filing date of this report based on such
     evaluation; and

d)   disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal half-year (the registrant's second fiscal half-year in the case of
     an annual report) that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):



                                           6




a)   all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize, and report financial information; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Date: August 23, 2005
                                                     /s/ Francis Smith
                                                     Francis Smith
                                                     Principal Financial  Officer


















                                      7





                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Tax-Free Daily Income Trust

         In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended June 30, 2005 that is accompanied by
this certification, the undersigned hereby certifies that:

1.       The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Issuer.



Date: August 23, 2005                                /s/ Ronald E. Robison
                                                     ---------------------------
                                                     Ronald E. Robison
                                                     Principal Executive Officer


A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Tax-Free Daily Income Trust and will be retained by
Morgan Stanley Tax-Free Daily Income Trust and furnished to the Securities and
Exchange Commission or its staff upon request.





                                     8




                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Tax-Free Daily Income Trust

         In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended June 30, 2005 that is accompanied by
this certification, the undersigned hereby certifies that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Issuer.



Date: August 23, 2005                               /s/ Francis Smith
                                                    ----------------------
                                                    Francis Smith
                                                    Principal Financial Officer


A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Tax-Free Daily Income Trust and will be retained by
Morgan Stanley Tax-Free Daily Income Trust and furnished to the Securities and
Exchange Commission or its staff upon request.




                                     9






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