Subject: File No. S7-03-04
From: Joseph Kearns
Affiliation: Idependent Director-Morgan Stanley Funds

August 21, 2006

I have been an independent director of a major mutual fund family for over 9 years. I am currently the Audit Committee Chairman elect. We have always had over 75% of our directors independent. We elected our first independent chairman on July 1, 2006.

In our mutual fund family the election of an independent chirman has added absolutley no cost to the shareholders. It is imperative that the governance rules be implimented as originally approved. From the shareholders perspective it is the right thing to do and we need to move on.