-----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, CM4ing2W49BtxLh7Oq849Mq7hMlTx09+lMYxgsAoKTafm98pzDMpi6H0KvLlb3hH c+3wYYYt7qUcEggfpa+CrA== 0001167420-04-000158.txt : 20040629 0001167420-04-000158.hdr.sgml : 20040629 20040629133709 ACCESSION NUMBER: 0001167420-04-000158 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040430 FILED AS OF DATE: 20040629 EFFECTIVENESS DATE: 20040629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSURED MUNICIPAL BOND TRUST CENTRAL INDEX KEY: 0000861185 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-06053 FILM NUMBER: 04887915 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 INSURED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL INSURED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALLSTATE MUNICIPAL PREMIUM INCOME TRUST II DATE OF NAME CHANGE: 19901202 NSAR-A 1 answer.fil PAGE 1 000 A000000 04/30/2004 000 C000000 0000861185 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 MS INSURED MUNICIPAL BOND TRUST 001 B000000 811-06053 001 C000000 2127625260 002 A000000 1221 AVENUE OF THE AMERICAS 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10020 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 MORGAN STANLEY INVESTMENT ADVISORS INC. 008 B000001 A 008 C000001 801-42061 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10020 011 A000001 MORGAN STANLEY DISTRIBUTORS INC. 011 B000001 8-45262 011 C010001 NEW YORK 011 C020001 NY 011 C030001 10020 012 A000001 MORGAN STANLEY TRUST 012 B000001 84-5710 012 C010001 JERSEY CITY 012 C020001 NJ 012 C030001 07311 013 A000001 DELOITTE & TOUCHE LLP 013 B010001 NEW YORK 013 B020001 NY PAGE 2 013 B030001 10281 014 A000001 ARAB MALAYSIA SECURITIES 014 B000001 8-00000 014 A000002 CHINA INTERNATIONAL CAPITAL CORPORATION LTD. 014 B000002 8-00000 014 A000003 HC SECURITIES 014 B000003 8-00000 014 A000004 JM MS FIXED INCOME SECURITIES PRIVATE LIMITED 014 B000004 8-00000 014 A000005 JM MORGAN STANLEY PRIVATE LIMITED 014 B000005 8-00000 014 A000006 JM MORGAN STANLEY SECURITIES PRIVATE LIMITED 014 B000006 8-00000 014 A000007 JM MORGAN STANLEY RETAIL SERVICES PRIVATE LTD 014 B000007 8-00000 014 A000008 MORGAN STANLEY & CO. INCORPORATED 014 B000008 8-15869 014 A000009 MORGAN STANLEY & CO. LIMITED 014 B000009 8-00000 014 A000010 MORGAN STANLEY ASIA LIMITED 014 B000010 8-00000 014 A000011 MORGAN STANLEY CANADA LIMITED 014 B000011 8-00000 014 A000012 MORGAN STANLEY QUILTER LIMITED 014 B000012 8-00000 014 A000013 MS DEAN WITTER AUSTRALIA SECURITIES LIMITED 014 B000013 8-00000 014 A000014 MORGAN STANLEY JAPAN LIMITED 014 B000014 8-00000 014 A000015 MORGAN STANLEY NIPPON SECURITIES, LTD. 014 B000015 8-00000 014 A000016 MORGAN STANLEY, S.V., S.A. 014 B000016 8-00000 014 A000017 MORGAN STANLEY DW INC. 014 B000017 8-14172 014 A000018 MORGAN STANLEY INTERNATIONAL LIMITED 014 B000018 8-00000 014 A000019 MORGAN STANLEY SECURITIES LIMITED 014 B000019 8-00000 014 A000020 MORGAN STANLEY BANK AG 014 B000020 8-00000 014 A000021 MORGAN STANLEY DISTRIBUTION INC. 014 B000021 8-44766 014 A000022 MORGAN STANLEY DISTRIBUTORS INC. 014 B000022 8-45362 014 A000023 MORGAN STANLEY MARKET PRODUCTS INC. 014 B000023 8-37795 014 A000024 MS SECURITIES SERVICES INC. 014 B000024 8-26804 014 A000025 PRIME DEALER SERVICES CORP. 014 B000025 8-47025 PAGE 3 014 A000026 VAN KAMPEN FUNDS INC. 014 B000026 8-19412 015 A000001 THE BANK OF NEW YORK 015 B000001 C 015 C010001 NEW YORK 015 C020001 NY 015 C030001 10286 015 E010001 X 018 000000 Y 019 A000000 Y 019 B000000 114 019 C000000 MORGANSTAN 020 A000001 GOLDMAN, SACHS & CO. 020 B000001 13-5108880 020 C000001 1 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 1 022 A000001 MORGAN GUARANTY TRUST CO. OF N.Y. 022 B000001 N/A 022 C000001 11693 022 D000001 9500 022 A000002 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000002 13-5674085 022 C000002 3350 022 D000002 3203 022 A000003 BRANCH BANKING AND TRUST 022 B000003 54-0294670 022 C000003 0 022 D000003 3275 022 A000004 DAIN RAUSCHER INCORPORATED 022 B000004 41-1416330 022 C000004 2597 022 D000004 0 022 A000005 WACHOVIA CAPITAL MARKETS 022 B000005 22-1147033 022 C000005 2566 022 D000005 0 022 A000006 CITIGROUP GLOBAL MARKETS INC. 022 B000006 11-2418191 022 C000006 2208 022 D000006 0 022 A000007 ADVEST, INC. 022 B000007 06-0950348 PAGE 4 022 C000007 0 022 D000007 1494 022 A000008 SEASONGOOD & MAYER 022 B000008 31-0439010 022 C000008 1460 022 D000008 0 022 A000009 PAINEWEBBER INC. 022 B000009 13-2638166 022 C000009 0 022 D000009 1388 022 A000010 BAUM (GEORGE K.) & COMPANY 022 B000010 43-1661917 022 C000010 0 022 D000010 1079 023 C000000 23874 023 D000000 20992 024 000000 N 025 D000001 0 025 D000002 0 025 D000003 0 025 D000004 0 025 D000005 0 025 D000006 0 025 D000007 0 025 D000008 0 026 A000000 N 026 B000000 Y 026 C000000 Y 026 D000000 Y 026 E000000 N 026 F000000 Y 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 N 028 A010000 0 028 A020000 0 028 A030000 0 028 A040000 0 028 B010000 0 028 B020000 0 028 B030000 0 028 B040000 0 028 C010000 0 028 C020000 0 028 C030000 0 028 C040000 0 028 D010000 0 028 D020000 0 028 D030000 0 028 D040000 0 PAGE 5 028 E010000 0 028 E020000 0 028 E030000 0 028 E040000 0 028 F010000 0 028 F020000 0 028 F030000 0 028 F040000 0 028 G010000 0 028 G020000 0 028 G030000 0 028 G040000 0 028 H000000 0 030 A000000 0 030 B000000 0.00 030 C000000 0.00 031 A000000 0 031 B000000 0 032 000000 0 033 000000 0 035 000000 0 036 B000000 0 038 000000 0 042 A000000 0 042 B000000 0 042 C000000 0 042 D000000 0 042 E000000 0 042 F000000 0 042 G000000 0 042 H000000 0 043 000000 0 044 000000 0 045 000000 Y 046 000000 N 047 000000 Y 048 000000 0.350 048 A010000 0 048 A020000 0.000 048 B010000 0 048 B020000 0.000 048 C010000 0 048 C020000 0.000 048 D010000 0 048 D020000 0.000 048 E010000 0 048 E020000 0.000 048 F010000 0 048 F020000 0.000 048 G010000 0 048 G020000 0.000 PAGE 6 048 H010000 0 048 H020000 0.000 048 I010000 0 048 I020000 0.000 048 J010000 0 048 J020000 0.000 048 K010000 0 048 K020000 0.000 049 000000 N 050 000000 N 051 000000 N 052 000000 N 053 A000000 N 054 A000000 Y 054 B000000 Y 054 C000000 Y 054 D000000 N 054 E000000 N 054 F000000 N 054 G000000 Y 054 H000000 Y 054 I000000 N 054 J000000 Y 054 K000000 N 054 L000000 Y 054 M000000 Y 054 N000000 N 054 O000000 Y 055 A000000 N 055 B000000 N 056 000000 Y 057 000000 N 058 A000000 N 059 000000 Y 060 A000000 Y 060 B000000 Y 061 000000 0 062 A000000 Y 062 B000000 0.0 062 C000000 0.0 062 D000000 0.0 062 E000000 3.5 062 F000000 0.0 062 G000000 0.0 062 H000000 0.0 062 I000000 0.0 062 J000000 0.0 062 K000000 0.0 062 L000000 0.0 062 M000000 0.0 062 N000000 0.0 PAGE 7 062 O000000 137.7 062 P000000 0.0 062 Q000000 0.0 062 R000000 0.0 063 A000000 0 063 B000000 18.0 064 A000000 Y 064 B000000 N 066 A000000 N 067 000000 N 068 A000000 N 068 B000000 N 069 000000 N 070 A010000 Y 070 A020000 N 070 B010000 N 070 B020000 N 070 C010000 Y 070 C020000 N 070 D010000 N 070 D020000 N 070 E010000 Y 070 E020000 Y 070 F010000 N 070 F020000 N 070 G010000 Y 070 G020000 N 070 H010000 N 070 H020000 N 070 I010000 N 070 I020000 N 070 J010000 Y 070 J020000 N 070 K010000 Y 070 K020000 N 070 L010000 N 070 L020000 N 070 M010000 N 070 M020000 N 070 N010000 Y 070 N020000 N 070 O010000 Y 070 O020000 N 070 P010000 Y 070 P020000 N 070 Q010000 N 070 Q020000 N 070 R010000 N 070 R020000 N 071 A000000 9924 071 B000000 12977 PAGE 8 071 C000000 98378 071 D000000 10 072 A000000 6 072 B000000 2536 072 C000000 0 072 D000000 0 072 E000000 0 072 F000000 179 072 G000000 0 072 H000000 0 072 I000000 17 072 J000000 14 072 K000000 0 072 L000000 10 072 M000000 4 072 N000000 7 072 O000000 0 072 P000000 0 072 Q000000 0 072 R000000 21 072 S000000 14 072 T000000 0 072 U000000 0 072 V000000 0 072 W000000 90 072 X000000 356 072 Y000000 0 072 Z000000 2180 072AA000000 808 072BB000000 771 072CC010000 0 072CC020000 1591 072DD010000 2331 072DD020000 0 072EE000000 511 073 A010000 0.4350 073 A020000 0.0000 073 B000000 0.1126 073 C000000 0.0000 074 A000000 30 074 B000000 0 074 C000000 2390 074 D000000 95211 074 E000000 0 074 F000000 0 074 G000000 0 074 H000000 0 074 I000000 0 074 J000000 203 074 K000000 0 074 L000000 1486 PAGE 9 074 M000000 42 074 N000000 99362 074 O000000 0 074 P000000 38 074 Q000000 0 074 R010000 0 074 R020000 0 074 R030000 0 074 R040000 150 074 S000000 30055 074 T000000 69119 074 U010000 4502 074 U020000 0 074 V010000 15.35 074 V020000 0.00 074 W000000 0.0000 074 X000000 616 074 Y000000 106 075 A000000 0 075 B000000 72403 076 000000 13.64 077 A000000 Y 077 B000000 N 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 C000000 0 081 B000000 0 082 B000000 0 083 B000000 0 084 B000000 0 086 A010000 0 086 A020000 0 086 B010000 41 086 B020000 606 086 C010000 0 PAGE 10 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 087 A010000 SHARES OF BENEFICIAL INTEREST 087 A020000 61745P817 087 A030000 IMB 088 A000000 N 088 B000000 N 088 C000000 N 088 D000000 Y SIGNATURE A.THOMAS SMITH TITLE VICE PRESIDENT EX-99.77Q1 OTHR EXHB 2 assetmanagecode.txt MSDW ASSET MANAGEMENT CODE OF ETHICS FOR REGISTERED INVESTMENT COMPANIES I. INTRODUCTION This Code of Ethics (the Code) applies to the registered investment companies (each, a Fund and collectively, the Funds) advised or managed by any affiliate of Morgan Stanley Dean Witter & Co. (MSDW), except for any investment company (i) for which Van Kampen Asset Management acts as Investment Adviser or Investment Manager or (ii) that is sub-advised, but not advised by, an advisory affiliate of MSDW, in compliance with Rule 17j-1 promulgated by the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 1940 Act). This Code covers all persons who are "Access Persons" of the Funds, as that term is defined in Rule 17j-1. To the extent that any such individuals are subject to compliance with the Code of Ethics of the Funds' Investment Adviser(s) or Investment Manager(s) (any such entity may be referred to as an Investment Adviser), and/or Sub-Adviser(s), as applicable, whose Codes have also been established pursuant to Rule 17j-1, compliance by such individuals with the provisions of the Code of the applicable Investment Adviser shall constitute compliance with this Code. The Code will only be effective for a Fund upon its adoption by that Fund's Board of Directors or Trustees pursuant to Rule 17j-1. II. PERSONAL TRANSACTIONS A. REPORTS OF TRANSACTIONS - INDEPENDENT DIRECTORS/TRUSTEES A director or trustee of a Fund who is not an interested person of the Fund within the meaning of section 2(a)(19) of the1940 Act (an Independent Director/Trustee) shall report quarterly to the Fund any personal transaction in a security if he or she knows or in the course of his/her duties as a Director/Trustee of the Fund, should have known that: the Fund has purchased or sold the same security, or the Fund's Investment Adviser considered purchasing or selling the same security, during the 15 day period immediately before or after the Director/Trustee's transaction in the same security. B. REPORTS OF TRANSACTIONS, BROKERAGE ACCOUNTS AND HOLDINGS - ACCESS PERSONS WHO ARE NOT INDEPENDENT DIRECTORS/TRUSTEES An Access Person who is not an Independent Director/Trustee of a Fund is subject to the Morgan Stanley Investment Management Code of Ethics and all of the requirements therein. Access Persons, among other requirements, shall report all non-exempt securities transactions and new brokerage accounts on a quarterly basis. Access Persons shall provide annually: (i) a listing of holdings of all securities beneficially owned as of December 31 of the preceding year, except securities exempt from reporting under Section II(D)(2) hereof, listing the title of the security, number of shares held, and principal amount of the security, (ii) the name of any broker dealer or financial institution where an account was maintained, as of December 31 of the preceding year (a current listing will also be required upon the effectiveness of this Code) and (iii) the date the Report is submitted by the Access Person. The information must be current as of a date not more than 30 days before the report is submitted. New Access Persons who are not Independent Directors/Trustees of a Fund will be required to provide a listing of all non-exempt securities holdings, with the information set forth above, as of the date of commencement of employment as well as a listing of all outside brokerage accounts no later than ten days after that person becomes an Access Person. C. REPORTS OF TRANSACTIONS, BROKERAGE ACCOUNTS AND HOLDINGS - GENERAL Any quarterly report required under Section II(A) or B above must be made within ten days after the end of the calendar quarter in which the personal transaction occurred. The report may be made on the form provided by the applicable Fund's Investment Adviser or may consist of a broker statement that provides at least the same information. In the event that the Investment Adviser already maintains a record of the required information, an Access Person may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy and completeness of the record and disclosing the beneficial ownership of securities (if any) not listed on the account statement and (ii) recording the date of the confirmation. Copies of the Investment Advisers' forms, which may be revised at any time, are attached. The Compliance Group of a Fund's Investment Adviser will identify and advise all Access Persons of the Fund, including the Independent Directors/Trustees, subject to the reporting requirement under A or B above, of their reporting requirement. Each report required under Section II(A) or B above will be submitted for review by the applicable Compliance Group of the Investment Adviser. D. DEFINITIONS AND EXEMPTIONS (1) DEFINITIONS For purposes of this Code the term "personal transaction" means the purchase or sale, or other acquisition or disposition, of a security for the account of the individual making the transaction or for an account in which he or she has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in a security. The term "beneficial ownership" shall be interpreted with reference to the definition contained in the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. Generally, under Section 16, a person is regarded as having beneficial ownership of securities held in the name of: (a) the individual; or (b) a husband, wife or a minor child; or (c) a relative sharing the same household; or (d) other person if the Access Person: (i) obtains benefits substantially equivalent to ownership of the securities; or (ii) can obtain ownership of the securities immediately or at some future time; or (iii) can have investment discretion or otherwise can exercise control. The term "Access Person" is defined by Rule 17j-1 under the 1940 Act as (i) any director, officer, or general partner of a fund or of a fund's investment adviser, or any employee of a fund or of a fund's investment adviser (or of any company in a Control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, participates in the selection of a fund's portfolio securities or who has access to information regarding a fund's future purchases or sales of portfolio securities; or (ii) any director, officer, or general partner of a principal underwriter who in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of securities for the fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the fund regarding the purchase or sale of securities. (2) EXEMPTIONS No report is required for a personal transaction in any of the following securities: (i) Direct Obligations of the United States Government(1); (ii) Bank Certificates of Deposit; (iii) Bankers' Acceptances; (iv) Commercial Paper; (v) High Quantity Short-Term Debt Investment (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of less than 366 days that is rated in one of the two highest categories by a Nationally Recognized Statistical Rating Organization); (vi) Shares held in Non-Morgan Stanley/Van Kampen open-end registered investment companies (mutual funds); and (vii) Shares held in Morgan Stanley, Van Kampen and Non-Morgan Stanley/Van Kampen Money Market Funds. Also, no report is required with respect to any account over which the Access Person has no influence or control. - -------- (1) Includes securities that carry full faith and credit of the U.S. government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries. For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction; however such securities are subject to the initial and annual reporting requirements of sub-section D. III. CODE VIOLATIONS Any officer of a Fund who discovers a violation or apparent violation of this Code by an Access Person shall bring the matter to the attention of the Chief Executive Officer or General Counsel of the Fund who shall then report the matter to the Board of Directors or the Board of Trustees, as the case may be, of the Fund. The Board shall determine whether a violation has occurred and, if it so finds, may impose such sanctions, if any, as it considers appropriate. IV. ADMINISTRATION OF CODE OF ETHICS No less frequently than annually the Board of Directors or the Board of Trustees of each of the Funds shall be provided with a written report by each of the Funds and the applicable Investment Advisers (and, if applicable, the Sub-Adviser(s)), that describes any new issues arising under the Code, including information on material violations of the Code of Ethics or procedures and sanctions imposed, and certifies that each Fund and the Investment Advisers (and, if applicable, the Sub-Adviser(s)) have adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics. EX-99.77Q1 OTHR EXHB 3 investmanagagree.txt AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT made as of the 1st day of May, 2004 by and between the registered investment companies, including any portfolio/series thereof, as set forth on Schedule A (each, a "Fund" and collectively, the "Funds") as may be amended from time to time, and Morgan Stanley Investment Advisors Inc., a Delaware corporation (hereinafter called the "Investment Manager"): WHEREAS, each Fund is engaged in business as an open-end management investment company or as a closed-end management investment company, as identified as such on Schedule A, and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, the Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of acting as investment adviser; and WHEREAS, each Fund entered into an Investment Management Agreement to provide management and investment advisory services with the Investment Manager, or its predecessor as the case may be, effective as of the date set forth in Schedule A (the "Current Investment Management Agreements"); and WHEREAS, each Fund desires to retain the Investment Manager to render management and investment advisory services in the manner and on the terms and conditions hereinafter set forth; and WHEREAS, the Investment Manager desires to be retained to perform services on said terms and conditions; and WHEREAS, this Agreement amends and restates, in its entirety, the Current Investment Management Agreements to combine the Current Investment Management Agreements into a single Amended and Restated Investment Management Agreement to reflect the current parties to such agreements (and Annexes 1, 2 and 3 will be amended, if necessary, to add a Fund when such Fund is first included in Schedule A) and to make other ministerial changes designed to facilitate the administration of this Agreement; W I T N E S S E T H In consideration of the mutual covenants and agreements of the parties hereto as hereinafter contained, each Fund and the Investment Manager agree as follows: 1. Each Fund hereby retains the Investment Manager to act as investment manager of such Fund and, subject to the supervision of the Trustees/Directors, to supervise the investment activities of such Fund as hereinafter set forth. Without limiting the generality of the foregoing, the Investment Manager shall obtain and evaluate such information and advice relating to the economy, securities, securities markets and commodities markets as it deems necessary or useful to discharge its duties hereunder; shall continuously manage the assets of each Fund in a manner consistent with the investment objectives and policies of a Fund; shall determine the securities to be purchased, sold or otherwise disposed of by a Fund and the timing of such purchases, sales and dispositions; and shall take such further action, including the placing of purchase and sale orders on behalf of a Fund, as the Investment Manager shall deem necessary or appropriate. The Investment Manager shall also furnish to or place at the disposal of each Fund such of the information, evaluations, analyses and opinions formulated or obtained by the Investment Manager in the discharge of its duties as each Fund may, from time to time, reasonably request. 2. In connection with those Funds identified in Annex 1 to this Agreement and as permitted in their respective Current Investment Management Agreements, and in connection with all Funds added to Schedule A after the date hereof, the Investment Manager may, subject to the approval of the Board of Trustees/Directors (and in the case of the Morgan Stanley European Growth Fund Inc., Morgan Stanley International SmallCap Fund, Morgan Stanley Japan Fund, Morgan Stanley Pacific Growth Fund Inc. and Morgan Stanley Variable Investment Series (on behalf of its European Growth and Pacific Growth Portfolios) shall) at its own expense, enter into a Sub-Advisory Agreement with a Sub-Advisor to make determinations as to certain or all of the securities and commodities to be purchased, sold or otherwise disposed of by such Funds and the timing of such purchases, sales and dispositions and to take such further action, including the placing of purchase and sale orders on behalf of such Funds as the Sub-Advisor, in consultation with the Investment Manager, shall deem necessary or appropriate; provided that the Investment Manager shall be responsible for monitoring compliance by such Sub-Advisor with the investment policies and restrictions of such Funds and with such other limitations or directions as the Trustees/Directors of the Fund may from time to time prescribe. 3. The Investment Manager shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary or useful to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Investment Manager shall be deemed to include persons employed or otherwise retained by the Investment Manager to furnish statistical and other factual data, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Investment Manager may desire. The Investment Manager shall, as agent for each Fund, maintain the Fund's records and books of account (other than those maintained by the Fund's transfer agent, registrar, custodian and other agents). All such books and records so maintained shall be the property of each Fund and, upon request therefor, the Investment Manager shall surrender to each Fund such of the books and records so requested. 4. Each Fund will, from time to time, furnish or otherwise make available to the Investment Manager such financial reports, proxy statements and other information relating to the business and affairs of such Fund as the Investment Manager may reasonably require in order to discharge its duties and obligations hereunder. 5. The Investment Manager shall bear the cost of rendering the investment management and supervisory services to be performed by it under this Agreement, and shall, at its own expense, pay the compensation of the officers and employees, if any, of the Funds who are also directors, officers or employees of the Investment Manager, and provide such office space and equipment and such clerical and bookkeeping services as each Fund shall reasonably require in the conduct of its business. The Investment Manager shall also bear the cost of telephone service, heat, light, power and other utilities provided to each Fund. 6. Each Fund assumes and shall pay or cause to be paid all other expenses of such Fund, including without limitation: the charges and expenses of any registrar, any custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and commodities and other property, and any stock transfer or dividend agent or agents appointed by the Fund; brokers' commissions chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party; all taxes, including securities and commodities issuance and transfer taxes, and fees payable by the Fund to Federal, State or other governmental agencies; the cost and expense of engraving or printing share -2- certificates representing shares of the Fund; all costs and expenses in connection with the registration and maintenance of registration of the Fund and its shares with the Securities and Exchange Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); the cost and expense of printing (including typesetting) and distributing prospectuses of the Fund and supplements thereto to the Fund's shareholders; all expenses of shareholders' and Trustees'/Directors' meetings and of preparing, printing and mailing proxy statements and reports to shareholders; fees and travel expenses of Trustees/Directors or members of any advisory board or committee who are not employees of the Investment Manager or any corporate affiliate of the Investment Manager; all expenses incident to the payment of any dividend, distribution, withdrawal or redemption (and in the case of the closed-end funds, any dividend or distribution program), whether in shares or in cash; charges and expenses of any outside pricing service used for pricing of the Fund's shares; charges and expenses of legal counsel, including counsel to the Trustees/Directors of the Fund who are not interested persons (as defined in the Act) of the Fund or the Investment Manager, and of independent accountants in connection with any matter relating to the Fund; membership dues of the Investment Company Institute (and in the case of the closed-end funds, other appropriate industry associations); interest payable on Fund borrowings; (and in the case of the closed-end funds, fees and expenses incident to the listing of the funds' shares on any stock exchange); postage; insurance premiums on property or personnel (including officers and Trustees/Directors) of the Fund which inure to its benefit; extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of the Fund's operation unless otherwise explicitly provided herein. 7. For the services to be rendered, the facilities furnished, and the expenses assumed by the Investment Manager, each Fund shall pay to the Investment Manager monthly compensation determined by applying the annual rates to the Fund's daily net assets (weekly net assets with respect to each closed-end fund) as set forth in Schedule A. For the purposes of calculating the management fee for the closed-end funds referenced on Annex 2 the liquidation preference of any Preferred Shares issued by each of such Funds will not be deducted from the Fund's total assets. Except as hereinafter set forth, compensation under this Agreement shall be calculated and accrued daily and the amounts of the daily accruals shall be paid monthly. Such calculations shall be made by applying 1/365ths of the annual rates to each Fund's net assets each day determined as of the close of business on that day or the last previous business day. In connection with the closed-end funds identified on Schedule A, compensation under this Agreement shall be calculated and accrued weekly and paid monthly by applying the annual rates to the average weekly net assets of the Fund determined as of the close of the last business day of each week, except for such closed-end funds as may be specified in Schedule A. At the request of the Investment Manager, compensation hereunder shall be calculated and accrued at more frequent intervals in a manner consistent with the calculation of fees on a weekly basis. If this Agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in Schedule A. Subject to the provisions of paragraph 8 hereof, payment of the Investment Manager's compensation for the preceding month shall be made as promptly as possible after completion of the computation contemplated by paragraph 8 hereof. 8. This section is applicable only to those Funds listed on Annex 3 and subject to any fund specific requirements set forth in Annex 3. In the event the operating expenses of those Funds identified in Annex 3 to this Agreement, including amounts payable to the Investment Manager pursuant to paragraph 7 hereof, for any fiscal year ending on a date on which this Agreement is in effect, exceed the expense limitations applicable to a Fund imposed by state securities laws or regulations thereunder, as -3- such limitations may be raised or lowered from time to time, the Investment Manager shall reduce its management fee to the extent of such excess and, if required, pursuant to any such laws or regulations, will reimburse a Fund for annual operating expenses in excess of any expense limitation that may be applicable; provided, however, there shall be excluded from such expenses the amount of any interest, taxes, brokerage commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by a Fund. Such reduction, if any, shall be computed and accrued daily (and in the case of the closed-end funds, weekly), shall be settled on a monthly basis, and shall be based upon the expense limitation applicable to a Fund as at the end of the last business day of the month. Should two or more such expense limitations be applicable as at the end of the last business day of the month, (and in the case of the closed-end funds, as at the end of the last full week of the month) that expense limitation which results in the largest reduction in the Investment Manager's fee shall be applicable. 9. The Investment Manager will use its best efforts in the supervision and management of the investment activities of each Fund, but in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, the Investment Manager shall not be liable to a Fund or any of its investors for any error of judgment or mistake of law or for any act or omission by the Investment Manager or for any losses sustained by a Fund or its investors. 10. Nothing contained in this Agreement shall prevent the Investment Manager or any affiliated person of the Investment Manager from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way bind or restrict the Investment Manager or any such affiliated person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom they may be acting. Nothing in this Agreement shall limit or restrict the right of any trustee/director, officer or employee of the Investment Manager to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business whether of a similar or dissimilar nature. 11. This Agreement shall continue in effect with respect to each Fund for a period of one year from the effective date hereof (except with respect to any Fund added to Schedule A of this Agreement after the date hereof, for an initial period of two years from the date that such Fund is added) and thereafter provided such continuance is approved at least annually by the vote of holders of a majority (as defined in the Act) of the outstanding voting securities of each Fund (if applicable, Common Shares and Preferred Shares voting together as a single class) or by the Board of Trustees/Directors of such Fund; provided that in either event such continuance is also approved annually by the vote of a majority of the Trustees/Directors of such Fund who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided, however, that (a) each Fund may, at any time and without the payment of any penalty, terminate this Agreement upon thirty days' written notice to the Investment Manager, either by majority vote of the Board of Trustees/Directors of such Fund or by the vote of a majority of the outstanding voting securities of such Fund (if applicable, Common Shares and Preferred Shares voting together as a single class); (b) this Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act) unless such automatic termination shall be prevented by an exemptive order of the Securities and Exchange Commission; and (c) the Investment Manager may terminate this Agreement without payment of penalty on thirty days' written notice to such Fund. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at the principal office of such party Any approval of this Agreement by the holders of a majority of the outstanding voting securities of any portfolio/series of a Fund shall be effective to continue this Agreement with respect to such portfolio/series notwithstanding (a) that this Agreement has not been approved by the holders of a -4- majority of the outstanding voting securities of any other portfolio/series or (b) that this Agreement has not been approved by the vote of a majority of the outstanding voting securities of the Fund of which it is a portfolio/series unless such approval shall be required by any other applicable law or otherwise. 12. This Agreement may be amended by the parties without the vote or consent of shareholders of a Fund to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary to conform this Agreement to the requirements of applicable federal laws or regulations, but neither the Funds nor the Investment Manager shall be liable for failing to do so. 13. This Agreement shall be construed in accordance with the law of the State of New York and the applicable provisions of the Act. To the extent the applicable law of the State of New York, or any of the provisions herein, conflicts with the applicable provisions of the Act, the latter shall control. 14. The Declaration of Trust, together with all amendments thereto establishing each Fund identified in Schedule A as a Massachusetts business trust (the "Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name of such Funds refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of such Funds shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise, in connection with the affairs of such Funds, but the Trust Estate only shall be liable. 15. The Investment Manager and each Fund agree that the name Morgan Stanley is a property right of the Investment Manager or its parent. Each Fund agrees and consents that (i) it will only use the name Morgan Stanley as a component of its name and for no other purpose, (ii) it will not purport to grant to any third party the right to use the Name for any purpose, (iii) the Investment Manager or its parent, or any corporate affiliate of the Investment Manager's parent, may use or grant to others the right to use the name Morgan Stanley, or any combination or abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, including a grant of such right to any other investment company, (iv) at the request of the Investment Manager or its parent or any corporate affiliate of the Investment Manager's parent, each Fund will take such action as may be required to provide its consent to the use name Morgan Stanley, or any combination or abbreviation thereof, by the Investment Manager or its parent or any corporate affiliate of the Investment Manager's parent, or by any person to whom the Investment Manager or its then current parent or a corporate affiliate of the Investment Manager's parent shall have granted the right to such use, and (v) upon the termination of any investment advisory agreement into which a corporate affiliate of the Investment Manager's parent and each Fund may enter, or upon termination of affiliation of the Investment Manager with its parent, each Fund shall, upon request of the Investment Manager or its parent or any corporate affiliate of the Investment Manager's parent, cease to use the Name as a component of its name, and shall not use the name, or any combination or abbreviation thereof, as a part of its name or for any other commercial purpose, and shall cause its officers, trustees/directors and shareholders to take any and all actions which the Investment Manager or its parent or any corporate affiliate of the Investment Manager's parent, may request to effect the foregoing and to reconvey to the Investment Manager's parent any and all rights to such name. -5- IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, on May 1, 2004, in New York, New York. ON BEHALF OF EACH FUND AS SET FORTH IN SCHEDULE A By: /s/ Ronald E. Robison ------------------------------- Ronald E. Robison Executive Vice President and Principal Executive Officer Attest: /s/ A. Thomas Smith III - ------------------------------ A. Thomas Smith III Assistant Secretary MORGAN STANLEY INVESTMENT ADVISORS INC. By: /s/ Mitchell M. Merin ------------------------------- Mitchell M. Merin President Attest: /s/ Barry Fink - ------------------------------ Barry Fink Managing Director -6- Page 1 of Schedule A SCHEDULE A All of the Funds referenced below are organized as Massachusetts business trusts unless otherwise indicated. I. OPEN-END FUNDS: Monthly Compensation calculated daily by applying the following annual rates to a fund's daily net assets:
- ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF AGREEMENT AND FIXED INCOME FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley California Tax- Free 05/31/97, as amended on 0.55% of the portion of the daily net assets Income Fund 04/30/98 not exceeding $500 million; 0.525% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.50% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.475% of the portion of the daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Convertible Securities 05/31/97 0.60% of the portion of the daily net assets not Trust exceeding $750 million; 0.55% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.50% of the portion of the daily net assets of the exceeding $1 billion but not exceeding $1.5 billion; 0.475% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.45% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.425% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Federal Securities 05/31/97, as amended on 0.55% of the portion of the daily net assets Trust 04/30/98 not exceeding $1 billion; 0.525% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.50% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.475% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.45% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $5 billion; 0.425% of the portion of the daily net assets exceeding $5 billion but not exceeding $7.5 billion; 0.40% of the portion of the daily net assets exceeding $7.5 billion but not exceeding $10 billion; 0.375% of the portion of the daily net assets exceeding $10 billion but not exceeding $12.5 billion; and 0.35% of the portion of the daily net assets exceeding $12.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Flexible Income Trust 05/31/97, as amended on 0.40% of the daily net assets. 04/30/98 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Hawaii Municipal Trust 05/31/97, as amended on 0.35% of the daily net assets. 04/30/98 - -----------------------------------------------------------------------------------------------------------------------
Page 2 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF AGREEMENT AND FIXED INCOME FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley High Yield Securities 05/31/97 0.50% of the portion of the daily net assets not Inc. (Maryland corporation) exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; 0.325% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.30% of the portion of daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Limited Duration Fund 05/31/97, as amended on 0.600% of the first $1 billion of daily net 04/30/98, 05/01/04 assets; 0.550% of the second $1 billion of daily net assets; and 0.500% of the daily net assets exceeding $2 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Limited Duration U.S. 05/31/97, as amended on 0.35% of the daily net assets. Treasury Trust 04/30/98 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Limited Term Municipal 05/31/97, as amended on 0.50% of the daily net assets. Trust 04/30/98 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Multi-State Municipal 05/31/97, as amended on 0.35% of the daily net assets. Series Trust-- 04/30/98 - Arizona Series - Florida Series - New Jersey Series - Pennsylvania Series - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley New York Tax- Free 05/31/97, as amended on 0.55% of the portion of the daily net assets not Income Fund 04/30/98 exceeding $500 million; and 0.525% of the portion of the daily net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Quality Income Trust 05/31/97, as amended on 0.60% of the portion of the daily net assets not 04/30/98 exceeding $500 million; 0.50% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.40% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; and 0.30% of the portion of the daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Select Dimensions 05/31/97, as amended on 0.40% of the daily net assets. Investment Series-- 04/30/98 - Flexible Income Portfolio - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Tax-Exempt Securities 05/31/97, as amended on 0.50% of the portion of the daily net assets not Trust 04/30/98, 05/01/02 exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.25 billion; 0.325% of the portion of the daily net assets exceeding $1.25 billion. - -----------------------------------------------------------------------------------------------------------------------
-2-
Page 3 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF AGREEMENT AND FIXED INCOME FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley U.S. Government 05/31/97, as amended on 0.50% of the portion of the daily net assets not Securities Trust 04/30/98 exceeding $1 billion; 0.475% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.45% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.425% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.40% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $5 billion; 0.375% of the portion of the daily net assets exceeding $5 billion but not exceeding $7.5 billion; 0.35% of the portion of the daily net assets exceeding $7.5 billion but not exceeding $10 billion; 0.325% of the portion of the daily net assets exceeding $10 billion but not exceeding $12.5 billion; and 0.30% of the portion of the daily net assets exceeding $12.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Variable Investment Series-- - ----------------------------------------------------------------------------------------------------------------------- - High Yield Portfolio 05/31/97, as amended on .50% of the portion of the daily net assets not 05/01/98, 05/01/99, exceeding $500 million; and 0.425% of the daily 05/01/00 net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- - Limited Duration Portfolio 05/31/97, as amended on 0.45% of the daily net assets. 05/01/98, 05/01/99, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Quality Income Plus Portfolio 05/31/97, as amended on 0.50% of the portion of the daily the net assets 05/01/98, 05/01/99, not exceeding $500 million; and 0.45% of the 05/01/00 portion of the daily net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- EQUITY, BALANCED AND ASSET ALLOCATION FUNDS - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Aggressive Equity Fund 12/02/98 0.75% of the portion of the daily net assets not exceeding $2 billion; and 0.725% of the portion of the daily net assets exceeding $2 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Allocator Fund 12/12/02 0.75% of the daily net assets. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley American Opportunities 05/31/97 0.625% of the portion of the daily net assets Fund not exceeding $250 million; 0.50% of the portion of the daily net assets exceeding $250 million but not exceeding $2.5 billion; 0.475% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.450% of the portion of the daily net assets exceeding $3.5 billion but not exceeding $4.5 billion; and 0.425% of the portion of the daily net assets exceeding $4.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Balanced Growth Fund 05/31/97, as amended on 0.60% of the portion of the daily net assets not 04/30/98, 05/01/99 exceeding $500 million; and 0.575% of the portion of the daily net assets exceeding $500 million. - -----------------------------------------------------------------------------------------------------------------------
-3-
Page 4 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Balanced Income Fund 05/31/97, as amended on 0.60% of the portion of the daily net assets not 04/30/98 exceeding $500 million; and 0.575% of the portion of the daily net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Biotechnology Fund 05/13/02 1.0% of the daily net assets. The Investment Manager has agreed to assume all operating expenses (except for brokerage and 12b-1 fees) and waive the compensation provided in its Management Agreement with the Fund until such time as the Fund attains $50 million of net assets or until December 31, 2003, whichever occurs first. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Capital Opportunities 06/28/99 0.75% of the portion of daily net assets not Trust exceeding $500 million; 0.725% of the portion of daily net assets exceeding $500 million but not exceeding $2 billion; 0.70% of the portion of daily net assets exceeding $2 billion but not exceeding $3 billion and; 0.675% of the portion of daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Developing Growth 05/31/97, as amended on 0.50% of the portion of the daily net assets not Securities Trust 04/30/98 exceeding $500 million; and 0.475% of the portion of the daily net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Dividend Growth 05/31/97, as amended on 0.625% of the portion of the daily net assets Securities Inc. 04/30/98 not exceeding $250 million; 0.50% of the portion of the daily net assets exceeding $250 million (Maryland corporation) but not exceeding $1 billion; 0.475% of the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; 0.45% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; 0.425% of the portion of the daily net assets exceeding $3 billion but not exceeding $4 billion; 0.40% of the portion of the daily net assets exceeding $4 billion but not exceeding $5 billion; 0.375% of the portion of the daily net assets exceeding $5 billion but not exceeding $6 billion; 0.35% of the portion of the daily net assets exceeding $6 billion but not exceeding $8 billion; 0.325% of the portion of the daily net assets exceeding $8 billion but not exceeding $10 billion; 0.30% of the portion of the daily net assets exceeding $10 billion but not exceeding $15 billion; and 0.275% of the portion of the daily net assets exceeding $15 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley European Growth Fund Inc. 05/31/97, as amended on 0.95% to the portion of daily net assets not 04/30/98, 12/01/98, exceeding $500 million; 0.90% to the portion of (Maryland corporation) 05/01/00 daily net assets exceeding $500 million but not exceeding $2 billion; and 0.85% to the portion of daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.825% to the portion of daily net assets exceeding $3 billion. - -----------------------------------------------------------------------------------------------------------------------
-4-
Page 5 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Financial Services 05/31/97, as amended on 0.75% of the portion of the daily net assets not Trust 04/30/98, 05/01/99, exceeding $500 million; 0.725% of the portion of 05/01/01 the daily net assets exceeding $500 million but not exceeding $1.0 billion; and 0.70% of the portion of the daily net assets exceeding $1.0 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Fund of Funds- 07/28/97, as amended on None 04/30/98 - Domestic Portfolio - International Portfolio - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Fundamental Value Fund 08/19/02 0.75% of the daily net assets. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Global Advantage Fund 11/06/97, as amended on 0.65% of the portion of the daily net assets not 05/01/98 exceeding $1.5 billion; and 0.625% of the portion of the daily net assets exceeding $1.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Global Dividend Growth 05/31/97, as amended on 0.75% of the portion of the daily net assets not Securities 05/01/98 exceeding $1 billion; 0.725% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.70% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.675% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.650% of the portion of the daily net assets exceeding $3.5 billion but not exceeding $4.5 billion; and 0.625% of the portion of the daily net assets exceeding $4.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Global Utilities Fund 05/31/97, as amended on 0.65% of the portion of daily net assets not 04/30/98, 05/01/99, exceeding $500 million; 0.625% of the portion of 05/01/01 daily net assets exceeding $500 million but not exceeding $1 billion; 0.60% of the portion of daily net assets exceeding $1 billion but not exceeding $1.5 billion; and 0.575% of the portion of daily net assets exceeding $1.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Growth Fund 03/02/98 0.80% of the portion of such daily net assets not exceeding $750 million; 0.75% of the portion of such daily net assets exceeding $750 million, but not exceeding $1.5 billion; and 0.70% of the portion of such daily net assets exceeding $1.5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Health Sciences Trust 05/31/97, as amended on 1.00% of the portion of daily net assets not 04/30/98, 05/01/01 exceeding $500 million; 0.95% of the portion of daily net assets exceeding $500 million but not exceeding $1 billion; and 0.925% of the portion of daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Income Builder Fund 05/31/97, as amended on 0.75% of the portion of the net assets not 05/01/98 exceeding $500 million; and 0.725% of the portion of daily net assets exceeding $500 million. - -----------------------------------------------------------------------------------------------------------------------
-5-
Page 6 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Information Fund 05/31/97, as amended on 0.75% of the portion of the daily net assets not 04/30/98, 05/01/00 exceeding $500 million; 0.725% of the portion of the daily net assets exceeding $500 million but not exceeding $3 billion; and 0.70% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley International Fund 05/04/99, as amended on 1.00% of daily net assets up to $1 billion; and 05/01/01 0.95% of daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley International SmallCap 05/31/97, as amended on 1.15% of the daily net assets. Fund 12/01/97, 04/30/98 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley International Value 02/14/01 1.00% of the daily net assets. Equity Fund - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Japan Fund 05/31/97, as amended on 0.95% of the daily net assets. 04/30/98, 10/01/98 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley KLD Social Index Fund 05/21/01, as amended on 0.20% of the daily net assets. 05/01/04 The Investment Manager has agreed to continue to assume all operating expenses (except for brokerage and 12b-1 fees) and waive the compensation provided in the Management Agreement until December 31, 2004 or until such time as the Fund has $50 million of net assets, whichever occurs first. Thereafter, the Investment Manager has agreed under its Management Agreement with the Fund to cap the Fund's operating expenses (except for brokerage and 12b-1 fees) by assuming the Fund's "other expenses" and/or waiving its management fees to the extent such operating expenses exceed on an annualized basis 0.40% of the average daily net assets of the Fund, which may reduce the investment management fee below 0.20% of the Fund's average daily net assets. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Latin American 06/28/99 1.25% of the portion of daily net assets not Growth Fund exceeding $500 million; and 1.20% of the portion of daily net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Mid-Cap Value Fund 05/16/01 0.80% of the daily net assets. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Nasdaq-100 Index Fund 05/17/01, as amended on 0.20% of the daily net assets. 05/01/04 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Natural Resource 05/31/97, as amended on 0.625% of the portion of the daily net assets Development Securities Inc. 04/30/98 not exceeding $250 million; and 0.50% of the portion of the daily net assets exceeding $250 million. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Pacific Growth Fund Inc. 05/31/97, as amended on 0.95% to the portion of daily net assets not 04/30/98, 11/01/98 exceeding $1 billion; 0.90% to the portion of (Maryland corporation) daily net assets exceeding $1 billion but not exceeding $2 billion; and 0.85% to the portion of daily net assets exceeding $2 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Real Estate Fund 02/09/99 1.00% of the daily net assets. - -----------------------------------------------------------------------------------------------------------------------
-6-
Page 7 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Select Dimensions Investment Series- - ----------------------------------------------------------------------------------------------------------------------- - American Opportunities Portfolio 05/31/97, as amended on 0.625% of the portion of the daily net assets 03/02/98, 05/01/98, not exceeding $500 million; 0.60% of the portion 05/01/00 of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.575% of the portion of the daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- - Balanced Growth Portfolio 05/31/97, as amended on 0.60% of the daily net assets. 03/02/98, 05/01/98, 05101100 - ----------------------------------------------------------------------------------------------------------------------- - Capital Opportunities Portfolio 05/31/97, as amended on 0.75% of the daily net assets. 03/02/98, 05/01/98, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Developing Growth Portfolio 05/31/97, as amended on 0.50% of the daily net assets. 03/02/98, 05/01/98, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Dividend Growth Portfolio 05/31/97, as amended on 0.625% of the portion of the daily net assets 03/02/98, 05/01/98, not exceeding $500 million; 0.50% of the portion 05/01/00 of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.475% of the portion of the daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- - Global Equity Portfolio 05/31/97, as amended on 1.00% of the daily net assets. 03/02/98, 05/01/98, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Growth Portfolio 05/31/97, as amended on 0.80% of the daily net assets. 03/02/98, 05/01/98, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Utilities Portfolio 05/31/97, as amended on 0.65% of the daily net assets. 03/02/98, 05/01/98, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Value-Added Market Portfolio 05/31/97, as amended on 0.50% of the daily net assets. 04/30/98 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley S&P 500 Index Fund 07/28/97, as amended on 0.20% of the daily net assets. 04/30/98, 05/01/99, 05/01/04 The Investment Manager has agreed, pursuant to this Investment Management Agreement with the Fund, to assume the Fund's operating expenses (except for brokerage and 12b-1 Fees) to the extent such operating expenses exceed on an annualized basis 0.40% of the average daily net assets of the Fund, and will continue to do so on a permanent basis. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Small-Mid Special Value 04/04/02 0.75% of the daily net assets. Fund - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Special Growth Fund 06/28/99, as amended on 1.00% of the portion of daily net assets not 05/01/00 exceeding $1.5 billion; and 0.95% of the portion of daily net assets exceeding $1.5 billion. - -----------------------------------------------------------------------------------------------------------------------
-7-
Page 8 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Special Value Fund 05/31/97, as amended on 0.75% of the portion of the daily net assets not 04/30/98, 05/01/99 exceeding $500 million; 0.725% of the portion of 05/01/02 daily net assets exceeding $500 million but not exceeding $1.0 billion; and 0.70% of the portion of daily net assets exceeding $1.0 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Strategist Fund 05/31/97, as amended on 0.60% of the portion of the daily net assets not 05/01/98, 05/01/00 exceeding $500 million; 0.55% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.50% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.475% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.45% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.425% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Total Market Index Fund 07/21/ 99, as amended on 0.20% of the daily net assets. 05/01/04 - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Total Return Trust 06/28/99, as amended on 0.75% of the portion of daily net assets not 05/01/00, 05/01/01 exceeding $500 million; 0.725% of the portion of daily net assets exceeding $500 million but not exceeding $1 billion; and 0.70% of the portion of daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Utilities Fund 05/31/97, as amended on 0.65% of the portion of the daily net assets not 04/30/98 exceeding $500 million; 0.55% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.525% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.50% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.475% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.45% of the portion of the daily net assets exceeding $3.5 but not exceeding $5 billion; and 0.425% of the daily net assets exceeding $5 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Value-Added Market 05/31/97, as amended on 0.50% of the portion of the daily net assets not Series 05/01/98 exceeding $500 million; 0.45% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.425% of the portion of the daily net assets exceeding $1.0 billion but not exceeding $2.0 billion; and 0.40% of the portion of the daily net assets exceeding $2 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Value Fund 07/22/98, as amended on 0.500% of the first $1 billion of daily net 05/01/02, 05/01/04 assets; 0.450% of the second $1 billion of daily net assets; 0.400% of the third $1 billion of daily net assets; and 0.350% of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Variable Investment Series- - -----------------------------------------------------------------------------------------------------------------------
-8-
Page 9 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- - Aggressive Equity Portfolio 05/31/97, as amended on 0.75% of the daily net assets. 05/01/98, 05/01/99, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Dividend Growth Portfolio 05/31/97, as amended on 0.625% of the portion of the daily net assets 05/01/98, 05/01/99, not exceeding $500 million; 0.50% of the portion 05/01/00 of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.475% of the portion of the daily net assets exceeding $1.0 billion but not exceeding $2.0 billion; 0.45% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.425% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- - Equity Portfolio 05/31/97, as amended on 0.50% of the portion of the daily net assets not 05/01/98, 05/01/99, exceeding $1 billion; 0.475% of the portion of 05/01/00 the daily net assets exceeding $1 billion but not exceeding $2 billion; and 0.45% of the portion of the daily net assets exceeding $2 billion. - ----------------------------------------------------------------------------------------------------------------------- - European Growth Portfolio 05/31/97, as amended on 0.95% of the portion of the daily net assets not 05/01/98, 05/01/99, exceeding $500 million; and 0.90% of the portion 05/01/00 of the daily net assets exceeding $500 million. - ----------------------------------------------------------------------------------------------------------------------- - Global Advantage Portfolio 05/31/97, as amended on 0.65% of the daily net assets. 05/01/98, 05/01/99, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Global Dividend Growth Portfolio 05/31/97, as amended on 0.75% of the portion of the daily net assets not 05/01/98, 05/01/99, exceeding $1 billion; and 0.725% of the portion 05/01/00 of daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- - Income Builder Portfolio 05/31/97, as amended on 0.75% of the daily net assets. 05/01/98, 05/01/99, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Information Portfolio 05/31/97, as amended on 0.75% of the daily net assets. 05/01/98, 05/01/99, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - Pacific Growth Portfolio 05/31/97, as amended on 0.95% of the daily net assets. 05/01/98, 05/01/99, 05/01/00 - ----------------------------------------------------------------------------------------------------------------------- - S&P 500 Index Portfolio 05/31/97, as amended on 0.20% of the daily net assets. 05/01/98, 05/01/99, 05/01/00, 05/01/04 The Investment Manager has agreed under its Management Agreement with the Fund to cap the Fund's operating expenses (except for brokerage and 12b-1 fees) by assuming the Fund's "other expenses" and/or waiving its management fees to the extent such operating expenses exceed on an annualized basis 0.40% of the average daily net assets of the Fund, which may reduce the investment management fee below 0.20% of the Fund's average daily net assets. - -----------------------------------------------------------------------------------------------------------------------
-9-
Page 10 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF EQUITY, BALANCED AND ASSET AGREEMENT AND ALLOCATION FUNDS ANY AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- - Strategist Portfolio 05/31/97, as amended on 0.50% of the portion of the daily net assets not 05/01/98, 05/01/99, exceeding $1.5 billion; and 0.475% of the 05/01/00 portion of the daily net assets exceeding $1.5 billion. - ----------------------------------------------------------------------------------------------------------------------- - Utilities Portfolio 05/31/97, as amended on 0.65% of the portion of the daily net assets not 05/01/98, 05/01/99, exceeding $500 million; 0.55% of the portion of 05/01/00 the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.525% of the portion of the daily net assets exceeding $1 billion. - ----------------------------------------------------------------------------------------------------------------------- MONEY MARKET FUNDS - ----------------------------------------------------------------------------------------------------------------------- Active Assets California Tax-Free 05/31/97, as amended on 0.50% of the portion of the daily net assets not Trust 04/30/98 exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.25% of the portion of the daily net assets exceeding $3 billion - ----------------------------------------------------------------------------------------------------------------------- Active Assets Government Securities 05/31/97, as amended on 0.50% of the portion of the daily net assets not Trust 04/30/98 exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.25% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Active Assets Institutional Government 03/08/02 0.15% of the daily net assets. Securities Trust On an ongoing basis, the Investment Manager has agreed under its Management Agreement with the Fund to assume Fund operating expenses (except for brokerage fees) to the extent that such operating expenses exceed on an annualized basis 0.20% of the average daily net assets of the Fund. This may reduce the investment management fee below 0.15% for the Fund. - -----------------------------------------------------------------------------------------------------------------------
-10-
Page 11 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF AGREEMENT AND ANY MONEY MARKET FUNDS AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Active Assets Institutional Money Trust 01/06/00 0.15% of the daily net assets. On an ongoing basis, the Investment Manager has agreed under its Management Agreement with the Fund to assume Fund operating expenses (except for brokerage fees) to the extent that such operating expenses exceed on an annualized basis 0.20% of the average daily net assets of the Fund. This may reduce the investment management fee below 0.15% for the Fund. - ----------------------------------------------------------------------------------------------------------------------- Active Assets Money Trust 05/31/97, as amended on 0.50% of the portion of the daily net assets not 04/30/98, 05/01/99, exceeding $500 million; 0.425% of the portion of 05/01/01, 05/01/02 the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.25% of the portion of the daily net assets exceeding $3 billion; 0.249% of the portion of daily net assets exceeding $15 billion but not exceeding $17.5 billion; and 0.248% of the portion of daily net assets exceeding $17.5 billion but not exceeding $25 billion; and 0.247% of the portion of daily net assets exceeding $25 billion but not exceeding $30 billion; and 0.246% of the portion of daily net assets exceeding $30 billion. - ----------------------------------------------------------------------------------------------------------------------- Active Assets Tax-Free Trust 05/31/97, as amended on 0.50% of the portion of the daily net assets not 04/30/98 exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.25% of the portion of the daily net assets exceeding $3 billion; 0.249% of the portion of daily net assets exceeding $15 billion. - -----------------------------------------------------------------------------------------------------------------------
-11-
Page 12 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF AGREEMENT AND ANY MONEY MARKET FUNDS AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley California Tax-Free 05/31/97, as amended on 0.50% of the portion of the daily net assets not Daily Income Trust 04/30/98 exceeding 500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.25% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Liquid Asset Fund Inc. 05/31/97, as amended on 0.50% of the portion of the daily net assets not 04/30/98, 05/01/01, exceeding $500 million; 0.425% of the portion of 05/01/02 the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.35 billion; 0.325% of the portion of the daily net assets exceeding $1.35 billion but not exceeding $1.75 billion; 0.30% of the portion of the daily net assets exceeding $1.75 billion but not exceeding $2.15 billion; 0.275% of the portion of the daily net assets exceeding $2.15 billion but not exceeding $2.5 billion; 0.25% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $15 billion; 0.249% of the portion of the daily net assets exceeding $15 billion but not exceeding $17.5 billion; 0.248% of the portion of the daily net assets exceeding $17.5 billion but not exceeding $25 billion; 0.247% of the portion of the daily net assets exceeding $25 billion but not exceeding $30 billion; and 0.246% of the portion of daily net assets exceeding $30 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley New York Municipal Money 05/31/97, as amended on 0.50% of the portion of the daily net assets not Market Trust 04/30/98 exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.25% of the portion of the daily net assets exceeding $3 billion. - -----------------------------------------------------------------------------------------------------------------------
-12-
Page 13 of Schedule A - ----------------------------------------------------------------------------------------------------------------------- EFFECTIVE DATE OF AGREEMENT AND ANY MONEY MARKET FUNDS AMENDMENTS INVESTMENT MANAGEMENT FEE - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Select Dimensions 05/31/97, as amended on 0.50% of the daily net assets. Investment Series- 03/02/98, 05/01/98, 05/01/00 - Money Market Portfolio - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Tax-Free Daily Income 05/31/97, as amended on 0.50% of the portion of the daily net assets not Trust 04/30/98 exceeding 500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.25% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley U.S. Government Money 05/31/97, as amended on 0.50% of the portion of the daily net assets not Market Trust 04/30/98 exceeding $500 million; 0.425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.25% of the portion of the daily net assets exceeding $3 billion. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Variable Investment 05/31/97, as amended on 0.50% of the portion of the daily net assets not Series- 05/01/98, 05/01/99, exceeding $500 million; 0.425% of the portion of 05/01/00 the daily net assets exceeding $500 million but - Money Market Portfolio not exceeding $750 million; and 0.375% of the portion of the daily net assets exceeding $750 million. - -----------------------------------------------------------------------------------------------------------------------
-13- Page 14 of Schedule A II. CLOSED-END FUNDS: Monthly compensation calculated weekly by applying the following annual Rates to a fund's weekly net assets (except as indicated):
- ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley California Insured 05/31/97 0.35% of the average weekly net assets. Municipal Income Trust - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley California Quality 05/31/97 0.35% of the average weekly net assets. Municipal Securities - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Government Income Trust 05/31/97 0.50% of the average weekly net assets. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Income Securities Inc. 05/31/97 0.50% of the average weekly net assets. (Maryland corporation) - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Insured California 05/31/97 0.35% of the average weekly net assets. Municipal Securities - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Insured Municipal Bond 05/31/97 0.35% of the average weekly net assets. Trust - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Insured Municipal Income 05/31/97 0.35% of the average weekly net assets. Trust - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Insured Municipal 05/31/97 0.35% of the average weekly net assets. Securities - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Insured Municipal Trust 05/31/97 0.35% of the average weekly net assets. - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley New York Quality 05/31/97 0.35% of the average weekly net assets. Municipal Securities - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Quality Municipal 05/31/97 0.35% of the average weekly net assets. Securities - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Quality Municipal Income 05/31/97 0.35% of the average weekly net assets. Trust - ----------------------------------------------------------------------------------------------------------------------- Morgan Stanley Quality Municipal 05/31/97 0.35% of the average weekly net assets. Investment Trust - -----------------------------------------------------------------------------------------------------------------------
Page 1 of Annex 1 ANNEX 1 LIST OF FUNDS FOR WHICH THE CURRENT INVESTMENT MANAGEMENT AGREEMENT SPECIFIES SECTION 2 IS APPLICABLE: Morgan Stanley Allocator Fund Morgan Stanley Biotechnology Fund Morgan Stanley Capital Opportunities Trust Morgan Stanley Fundamental Value Fund Morgan Stanley Growth Fund Morgan Stanley International Fund Morgan Stanley International Value Equity Fund Morgan Stanley KLD Social Index Fund Morgan Stanley Latin American Growth Fund Morgan Stanley Mid-Cap Value Fund Morgan Stanley Nasdaq-100 Index Fund Morgan Stanley Select Dimensions Investment Series Morgan Stanley Small-Mid Special Value Fund Morgan Stanley Special Growth Fund Morgan Stanley Total Return Trust Page 1 of Annex 2 ANNEX 2 LIST OF CLOSED-END FUNDS FOR WHICH THE LIQUIDATION PREFERENCE OF ANY PREFERRED SHARES ISSUED BY SUCH FUND WILL NOT BE DEDUCTED FROM THE FUND'S TOTAL ASSETS FOR PURPOSES OF CALCULATING THE MANAGEMENT FEE: Morgan Stanley California Insured Municipal Income Trust Morgan Stanley California Quality Municipal Securities Morgan Stanley Insured Municipal Bond Trust Morgan Stanley Insured Municipal Income Trust Morgan Stanley Insured Municipal Trust Morgan Stanley New York Quality Municipal Securities Morgan Stanley Quality Municipal Income Trust Morgan Stanley Quality Municipal Investment Trust Morgan Stanley Quality Municipal Securities Page 1 of Annex 3 ANNEX 3 LIST OF FUNDS FOR WHICH THE CURRENT INVESTMENT MANAGEMENT AGREEMENT SPECIFIES THAT SECTION 8 IS APPLICABLE AND ANY FUND-SPECIFIC OPERATING EXPENSE LIMITATION: Active Assets California Tax-Free Trust Active Assets Government Securities Trust Active Assets Money Trust Active Assets Tax-Free Trust Morgan Stanley American Opportunities Fund Morgan Stanley Balanced Growth Fund Morgan Stanley California Tax-Free Daily Income Trust Morgan Stanley California Tax-Free Income Fund Morgan Stanley Capital Opportunities Trust Morgan Stanley Convertible Securities Trust Morgan Stanley Developing Growth Securities Trust Morgan Stanley Dividend Growth Securities Inc. Morgan Stanley European Growth Fund Inc. Morgan Stanley Federal Securities Trust Morgan Stanley Global Dividend Growth Securities Morgan Stanley Global Utilities Fund Morgan Stanley Government Income Trust (a) 1 1/2 % of the first $30 million of the average weekly net assets of the Fund during such year and 1 % of such average weekly net assets in excess of $30 million; or (b) 25% of the Fund's gross income for such year, the Investment Manager will pay to the Fund the greater of the excess as computed under (a) or (b). Morgan Stanley Growth Fund Morgan Stanley Hawaii Municipal Trust Morgan Stanley Health Sciences Trust Page 2 of Annex 3 Morgan Stanley High Yield Securities Inc. Morgan Stanley Income Builder Fund Morgan Stanley Income Securities Inc. (a) 1 1/2 % of the first $30 million of the average weekly net assets of the Fund during such year and 1 % of such average weekly net assets in excess of $30 million; or (b) 25% of the Fund's gross income for such year, the Investment Manager will pay to the Fund the greater of the excess as computed under (a) or (b). Morgan Stanley Information Fund Morgan Stanley International SmallCap Fund Morgan Stanley Japan Fund Morgan Stanley Latin American Growth Fund Morgan Stanley Limited Duration Fund Morgan Stanley Limited Duration U.S. Treasury Trust Morgan Stanley Limited Term Municipal Trust Morgan Stanley Liquid Asset Fund Inc. Morgan Stanley Multi-State Municipal Series Trust Morgan Stanley Natural Resource Development Securities Inc. Morgan Stanley New York Municipal Money Market Trust Morgan Stanley Pacific Growth Fund Inc. Morgan Stanley Select Dimensions Investment Series: American Opportunities Portfolio, Balanced Growth Portfolio, Developing Growth Portfolio, Dividend Growth Portfolio, Flexible Income Portfolio, Global Equity Portfolio, Growth Portfolio, Money Market Portfolio, Utilities Portfolio, or Value-Added Market Portfolio: 2.5% of the average daily net assets of such Portfolio up to $30 million, 2.0% of the next $70 million and 1.5% of the average daily net assets of such Portfolio in excess of $100 million Morgan Stanley Special Growth Fund Morgan Stanley Special Value Fund Page 3 of Annex 3 Morgan Stanley Strategist Fund Morgan Stanley Tax-Exempt Securities Trust Morgan Stanley Tax-Free Daily Income Trust Morgan Stanley Total Return Trust Morgan Stanley U.S. Government Securities Trust Morgan Stanley Utilities Fund Morgan Stanley Value-Added Market Series Morgan Stanley Variable Investment Series: Dividend Growth Portfolio, Equity Portfolio, High Yield Portfolio, Money Market Portfolio, Quality Income Plus Portfolio, Strategist Portfolio, or Utilities Portfolio: 1.5% of the average daily net assets of such Portfolio up to $30 million and 1.0% of the average daily net assets of such Portfolio in excess of $30 million European Growth Portfolio, Global Dividend Growth Portfolio, or Pacific Growth Portfolio: 2.5% of the average daily net assets of such Portfolio up to $30 million, 2.0% of the next $70 million and 1.5% of the average daily net assets of such Portfolio in excess of $100 million EX-99.77Q1 OTHR EXHB 4 investmanagcode.txt [MORGAN STANLEY LOGO] MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS EFFECTIVE XXXX XX, XXXX - --------------------------------------- (Print Name) The investment advisors, advisors, distribution companies and related service companies listed on the attached Schedule A that operate within Morgan Stanley Investment Management (each; a Covered Company and collectively, Investment Management) have adopted this Code of Ethics (the Code). The principal objectives of the Code are (i) to provide policies and procedures consistent with applicable law and regulation, including Rule 17j-1 under the Investment Company Act of 1940, as amended (the 1940 Act), and Section 204 A of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and (ii) to ensure that the personal trading and other business activities of Employees of Investment Management (defined in Section III. below) are conducted in a manner consistent with applicable law and regulation and the general principles set forth in the Code. Employees of Investment Management are also subject to the "Morgan Stanley Code of Conduct - Securities and Asset Management Businesses" (the "Code of Conduct"), which can be found on the Morgan Stanley Today intranet site at http://law.corp.msdw.com:8080/portal/cr/ code_of_conduct_securities_assetmgmt_12_7_00.pdf, and the Morgan Stanley Code of Ethics and Business Practices, which can be found at http://law.sso.corpms.com/portal/cr/finalcodeofethicselectronicversion.pdf. Employees are reminded that they are also subject to other Morgan Stanley Investment Management policies, including policies on insider trading, the receipt of gifts, the handling of all internally distributed proprietary and confidential information, Morgan Stanley Investment Management Senior Loan Firewall Procedures, and service as a director of a publicly traded company. All internally distributed information is proprietary and confidential information and should not be discussed with people outside of Morgan Stanley Investment Management or shared with anybody outside of the Investment Department. 1 [MORGAN STANLEY LOGO] I. Summary of Policy/Procedures The Code is designed to ensure that all acts, practices and courses of business engaged in by Employees are conducted in accordance with the highest possible standards and to prevent abuses or even the appearance of abuses by Employees relating to their personal trading and other business activity. The Code accomplishes this by requiring, among other things, that Employees: o Pre-clear all personal securities transactions, including transactions in Morgan Stanley securities; o Pre-clear the opening of brokerage and mutual fund accounts; o Maintain such accounts at Morgan Stanley (exceptions may be granted in unusual circumstances by the Local Compliance Group); o Report all securities transactions on a quarterly basis; o Not enter into a personal transaction in a Covered Security (defined in Section V. below) if there is an open order to purchase or sell that Covered Security for a Fund or a Managed Account (defined in Section II. below); o Not acquire any security in an initial public offering (IPO) or any other public underwriting; o Not acquire any private placements unless special permission is obtained from the Code of Ethics Review Committee (defined in Section VI. below); o Not serve on the board of any company without prior approval from the Code of Ethics Review Committee; o Not sell Covered Securities at a profit unless the Covered Securities have been held for at least 60 days; o Not sell Covered Securities under any circumstances unless the Covered Securities have been held for at least 30 days; o Not purchase any Covered Security sold by the Employee within the previous 30 days; o Not purchase any Covered Security sold by the Employee within the previous sixty days if the purchase price is lower than any sale price within the 60-day period; o Report all holdings on an annual basis and certify annually that they have read and understand the provisions of the Code; o Who are portfolio managers or analysts, or who report to a portfolio manager or analyst, not trade in a security if accounts they manage trade in the same security within the 7 days prior to or 7 days following the Employee's transaction; o Are subject to the reporting requirements of Section V. subsection D. and the holding period restrictions contained in Section V. subsection B.2. with respect to transactions and holdings in shares of Morgan Stanley/Van Kampen open-end investment companies (mutual funds) and the prior approval restriction for opening of accounts for purchase of Morgan Stanley and Van Kampen open end 2 [MORGAN STANLEY LOGO] mutual funds as per Section V. subsection C.1.b, but are exempt from the pre-clearance requirement of Section V. subsection C.1.a. with respect to these funds; o Are subject to the reporting requirements of Section V. subsection D. and the holding period restrictions contained in Section V. subsection B.2. with respect to transactions in Morgan Stanley and Van Kampen mutual funds within the Morgan Stanley 401(k) Plan. However, these transactions are exempt from the pre-clearance requirement of Section V. subsection C.1.a. While the provisions of the Code, including exceptions to its general provisions, are more specifically described below, each Employee should note that with respect to their personal securities transactions, compliance with the Code is a matter of understanding the basic requirements set forth above and making sure that the steps the Employee takes with respect to each personal securities transaction, and their personal investment activity in general, are in accordance with these requirements. Employees with interpretative questions or any other questions are strongly urged to consult with their Local Compliance Group prior to taking the action in question. II. General Principles A. Shareholder and Client Interests Come First Every Employee owes a fiduciary duty to the shareholders of registered investment companies (each; a "Fund" and collectively, the "Funds") and to the Managed Account Clients (defined as clients other than registered investment companies including unregistered investment companies, institutional clients and individuals). This means that in every decision relating to investments, every Employee must recognize the needs and interests of the Fund shareholders and the Managed Account Clients, and be certain that at all times the interests of the Fund shareholders and other Managed Account Clients are placed ahead of any personal interest. B. Avoid Actual and Potential Conflicts of Interest The restrictions and requirements of the Code are designed to prevent behavior, which actually or potentially conflicts, or raises the appearance of actual or potential conflict, with the interests of the Fund shareholders or the Managed Account Clients. It is of the utmost importance that the Personal Securities Transactions of Employees (defined in Section V below) be conducted in a manner consistent with both the letter and spirit of the Code, including these principles, to ensure the avoidance of any such conflict of interest, or abuse of an individual's position of trust and responsibility. 3 [MORGAN STANLEY LOGO] III. Access Persons "Access Persons" shall include all directors, officers, and employees of Investment Management as well as certain other persons falling within such definition under Rule 17j-1 under the 1940 Act and such other persons that may be so deemed by each Local Compliance Group from time to time, except those persons who are not officers and directors of an investment adviser under Morgan Stanley Investment Management and who meet the following criteria: (i) directors and officers of Morgan Stanley Distributors, Morgan Stanley Distribution, Morgan Stanley & Co., and Van Kampen Funds Inc. (each a "Distributor" and collectively, the "Distributors") that do not devote substantially all of their working time to the activities (including distribution activities) of an investment adviser under Morgan Stanley Investment Management; (ii) directors and officers of the Distributors that do not, in connection with their regular functions and duties, participate in, obtain information with respect to, or make recommendations as to, or purchase and sell securities on behalf of a Fund or a Managed Account Client; and (iii) directors and officers of the Distributors that do not have access to information regarding the day-to-day investment activities of Investment Management shall not be deemed Access Persons. Such persons are, however, subject to the Code of Conduct. The Local Compliance Group for each Covered Company will identify all Access Persons of Investment Management and notify them of their pre-clearance and reporting obligations at the time they become an Access Person. Access Persons will be referred to as "Employees" throughout the Code. Employees with questions concerning their status as Access Persons are urged to consult with their Local Compliance Group. IV. Grounds for Disqualification from Employment Pursuant to the terms of Section 9 of the 1940 Act, no director, officer or employee of a Covered Company may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee: A. within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of their conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the Commodity Exchange Act; or 4 [MORGAN STANLEY LOGO] B. is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security. It is your obligation to immediately report any conviction or injunction falling within the foregoing provisions to the Chief Legal or Compliance Officer of Investment Management. V. Personal Securities Transactions A. Prohibited Conduct No Employee shall buy or sell any "Covered Security" (defined as all securities, any option to purchase or sell, and any security convertible into or exchangeable for such securities, with the exception of those described in sub-section C.3. below) for his/her own account or for an account in which the individual has, or as a result of the transaction acquires, any direct or indirect "beneficial ownership" (referred to herein as a "Personal Securities Transaction") unless: 1. pre-clearance of the transaction has been obtained; and 2. the transaction is reported in writing to the Local Compliance Group in accordance with the requirements below. B. Restrictions and Limitations on Securities Transactions Except where otherwise indicated, the following restrictions and limitations govern investments and securities transactions by Employees: 1. Covered Securities (defined in sub-section A. above), purchased may not be sold until at least 30 calendar days from the purchase trade date and may not be sold at a profit until at least 60 calendar days from the purchase trade date. Covered Securities sold may not be repurchased until at least 30 calendar days from the sale trade date. In addition, Covered Securities sold may not be purchased at a lower price until at least 60 calendar days from the sale trade date. Any violation may result in disgorgement of all profits from the transactions as well as other possible sanctions. 5 [MORGAN STANLEY LOGO] 2. Morgan Stanley/Van Kampen open-end mutual funds purchased may not be sold, redeemed or exchanged until at least 60 calendar days from the purchase trade date. In the event of financial hardship, exceptions to this Policy may be granted, but only with the prior written approval of Compliance and the employee's supervisor and consistent with the Funds' prospectuses. 3. No short sales are permitted. 4. No transactions in options or futures are permitted, except that listed options may be purchased, and covered calls written. No option may be purchased or written if the expiration date is less than 60 calendar days from the date of purchase. No option position may be closed at a profit less than 60 calendar days from the date it is established. 5. No Employee may acquire any security in an initial public offering (IPO) or any other public underwriting. No Employee shall purchase shares of a registered investment company that is managed by a Covered Company if such investment company is not generally available to the public, unless the vehicle is designed for Morgan Stanley employees and there is no intention of it becoming public in the future. 6a. Private placements of any kind may only be acquired with special permission from the Code of Ethics Review and if approved, will be subject to monitoring by the Local Compliance Group. Any Employee wishing to request approval for private placements must complete a Private Placement Approval Request Form and submit the form to the Local Compliance Group. A copy of the Private Placement Approval Request Form, which may be revised from time to time, is attached as EXHIBIT A. Where the Code of Ethics Review Committee approves any acquisition of a private placement, its decision and reasons for supporting the decision will be documented in a written report, which is to be kept for five years by the Local Compliance Group after the end of the fiscal year in which the approval was granted. 6b. Any Employee who has a personal position in an issuer through a private placement must affirmatively disclose that interest if such person is involved in consideration of any subsequent investment decision by a Fund or Managed Account regarding any security of that issuer or its affiliate. In such event, the President or Chief Investment Officer of Investment Management shall independently determine the final investment decision. Written records of any such circumstance shall be sent to the Local 6 [MORGAN STANLEY LOGO] Compliance Group and maintained for a period of five years after the end of the fiscal year in which the approval was granted. Restrictions 7.a. and 7.b. apply only to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of Investment Management. Restriction 7.c. applies only to personnel in the trading department of each Covered Company. 7a. No purchase or sale transaction may be made in any Covered Security by any portfolio manager or research analyst (or person reporting to a portfolio manager or research analyst) for a period of 7 calendar days before or after that Covered Security is bought or sold by any Fund (other than Morgan Stanley Value-Added Market Series, Morgan Stanley Select Dimensions Investment Series - Value-Added Market Portfolio, and Morgan Stanley index funds, or Portfolios) or any Managed Account (other than index-based Managed Accounts) for which such portfolio manager or research analyst (or person reporting to a portfolio manager or research analyst) serves in that capacity. 7b. The definition of portfolio manager shall also extend to any person involved in determining the composition of the portfolios of Funds that are UITs or who have knowledge of a composition of a UIT portfolio prior to deposit. These individuals shall not buy or sell a Covered Security within 7 calendar days before or after such Covered Security is included in the initial deposit of a UIT portfolio. 7c. No purchase or sale transaction may be made in any Covered Security traded through the appropriate Covered Company's trading desk(s) (as determined by the Local Compliance Group) by any person on that trading desk at the same time that any Fund (other than Morgan Stanley Value-Added Market Series, Morgan Stanley Select Dimensions Investment Series-Value-Added Market Portfolio, and Morgan Stanley index funds, or Portfolios) or any Managed Account (other than index-based Managed Accounts) has a pending purchase or sale order in that same Covered Security. 7d. Any transaction by persons described in sub-sections 7.a., 7.b., and 7.c. above within such enumerated period may be required to be reversed, if applicable, and any profits or, at the discretion of the Code of Ethics Review Committee, any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Fund or Managed Account during the enumerated period, will be subject to disgorgement; other sanctions may also be applied. 7 [MORGAN STANLEY LOGO] 8. No Employee shall purchase or sell any Covered Security which to their knowledge at the time of such purchase or sale: (i) is being considered for purchase or sale by a Fund or a Managed Account; or (ii) is being purchased or sold by a Fund or a Managed Account. With respect to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of a Covered Company, no such persons may purchase shares of a closed-end investment company over which such person exercises investment discretion. 9. If a transaction is not executed on the day pre-clearance is granted, it is required that pre-clearance be sought again on a subsequent day (i.e., open orders, such as limit orders, good until cancelled orders and stop-loss orders, must be cleared each day until the transaction is effected). 10. Employees shall not participate in investment clubs. IMPORTANT: Regardless of the limited applicability of Restrictions 7.a., 7.b., and 7.c. each Local Compliance Group monitors all transactions by Employees in all locations in order to ascertain any pattern of conduct that may evidence actual or potential conflicts with the principles and objectives of the Code, including a pattern of front-running. The Compliance Group of each Covered Company: (i) on a quarterly basis, will provide the Boards of Directors/Trustees of the Funds it manages with a written report that describes any issues that arose during the previous quarter under the Code and, if applicable, any Funds' Sub-Adviser's Code of Ethics, including but not limited to, information about material violations and sanctions imposed in response to the material violations; and (ii) on an annual basis, will certify that each Covered Company has adopted procedures reasonably necessary to prevent its Employees from violating the Code. Also, as stated elsewhere in this Code, any violation of the foregoing restrictions may result in disgorgement of all profits from the transactions as well as other possible sanctions. C. Pre-Clearance Requirement 1. Procedures (a) From Whom Obtained All Employees are required to obtain pre-clearance of a Personal Securities Transaction by: (i) confirming that no open orders exist in the same or related security with the appropriate trading desk(s) 8 [MORGAN STANLEY LOGO] (as determined by the Local Compliance Group); and (ii) having the transaction approved by the Local Compliance Group. Portfolio managers and research analysts (or persons reporting to portfolio managers or research analysts) of Investment Management seeking approval for a Personal Securities Transaction must obtain an additional approval signature from a designated Senior Portfolio Manager (prior to pre-clearance from the Local Compliance Group). Trading desk personnel at any Covered Company seeking approval for a Personal Securities Transaction must obtain an additional approval signature from their immediate supervisor prior to pre-clearance from the Local Compliance Group. A copy of the Personal Securities Transaction Approval Form, which may be revised from time to time, is attached as EXHIBIT B. Each Local Compliance Group has implemented procedures reasonably designed to monitor purchases and sales effected pursuant to these pre-clearance procedures. (b) Permitted Brokerage Accounts All securities transactions must be made through a Morgan Stanley brokerage account(1). No other brokerage accounts are permitted unless special permission is obtained from the Local Compliance Group. If an Employee maintains an account(s) outside of Morgan Stanley, that Employee must transfer his/her account(s) to a Morgan Stanley brokerage account as soon as practical (generally thirty days or less). Failure to do so will be considered a significant violation of the Code. In the event permission to maintain an outside brokerage account is granted by the Local Compliance Group, it is the responsibility of the Employee to arrange for duplicate confirmations of all securities transactions and brokerage statements to be sent to the Local Compliance Group. Prior to opening a Morgan Stanley brokerage account, Employees must obtain approval from their Local Compliance Group. No Employee may open a brokerage account unless a completed and signed copy of a Morgan Stanley Employee Account Request Form is submitted to the Local Compliance Group for approval. A copy of the Morgan Stanley Employee Account Request Form, which may - --------- (1) Morgan Stanley brokerage account shall mean an account with an affiliated Morgan Stanley broker in the Employee's local jurisdiction. 9 [MORGAN STANLEY LOGO] be revised from time to time, is attached as EXHIBIT C. After account has been opened, Employees are responsible for reporting their Morgan Stanley account number to the Local Compliance Group. The opening of an account for purchase of Morgan Stanley/ Van Kampen open-end mutual funds (other than participation in the Morgan Stanley 401(k) Plan) must be approved in advance by Compliance. Duplicate confirmations of all transactions and statements must be sent to the Local Compliance Group. (c) Personal Securities Transaction Approval Form Pre-clearance must be obtained by completing and signing the Personal Securities Transaction Approval Form, provided for that purpose, and obtaining the proper pre-clearance signatures. The Approval Form must also indicate, as applicable, the name of the individual's financial advisor, the branch office numbers, as well as other required information. If an Employee has more than one account under his/her control, the Employee must indicate for which account the trade is intended on the Personal Securities Transaction Approval Form. Employees are required to have duplicate copies of their trade confirms and account statements (which can be electronically transmitted) sent to the Local Compliance Group for each account the Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership (as defined in sub-section C.4. below). (d) Filing After all required signatures are obtained, the Personal Securities Transaction Approval Form must be filed with the Local Compliance Group by noon of the day following execution of the trade for filing in the respective individual's Code of Ethics file. The Employee should retain a copy for his/her records. (The Local Compliance Group will also retain a copy of the form if a pre-clearance request is denied.) 2. Factors Considered in Pre-Clearance of Personal Securities Transactions In reviewing any trade for approval, the following factors, among others, will generally be considered in determining whether or not to clear a proposed transaction: 10 [MORGAN STANLEY LOGO] (a) Whether the amount or the nature of the transaction, or the person making it, is likely to affect the price or market of security that is held by a Fund or a Managed Account Client. (b) Whether the purchase or sale transaction of the Covered Security by the Employee: (i) is being considered for purchase or sale by a Fund or a Managed Account; or (ii) is being purchased or sold by a Fund or a Managed Account Client. (c) Whether the individual making the proposed purchase or sale is likely to benefit from purchases or sales being made or considered on behalf of any Fund or a Managed Account Client. (d) Whether the transaction is non-volitional on the part of the individual. (e) Whether the transaction is conducted in a manner that is consistent with the Code to avoid any potential for appearance of impropriety. In addition to the requirements set forth in the Code, the Local Compliance Group and/or, if applicable, designated Senior Portfolio Manager/immediate trading room supervisor (as appropriate), in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in their sole discretion without being required to specify any reason for the refusal. 3. Exempt Securities (a) The securities listed below are exempt from: (i) the restrictions of Section V., sub-sections B.1., B.2., B.7a-d. and B.8.; (ii) the pre-clearance requirements; and (iii) the initial, quarterly and annual reporting requirements. Accordingly, it is not necessary to obtain pre-clearance for Personal Securities Transactions in any of the following securities, nor is it necessary to report such securities in the quarterly transaction reports or the initial and annual securities holdings list: (i) Direct obligations of the United States Government(2); (ii) Bank Certificates of Deposit; - --------- (2) Includes securities that carry full faith and credit of the U.S. government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries. For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction; however such securities are subject to the initial and annual reporting requirements of sub-section D. 11 [MORGAN STANLEY LOGO] (iii) Bankers' Acceptances; (iv) Commercial Paper; and (v) High Quality Short-Term Debt Instruments (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of less than 366 days that is rated in one of the two highest categories by a Nationally Recognized Statistical Rating Organization). (vi) Shares held in Morgan Stanley, Van Kampen and non-Morgan Stanley money market Funds. (vii) Shares held in non-Morgan Stanley/Van Kampen open-end mutual funds. (b) Transactions in redeemable Unit Investment Trusts are exempt from the restrictions contained in Section V., sub-sections B.1. , B.6. and B.7 and the pre-clearance requirement of Section V., sub-section C., but are subject to the initial, quarterly and annual reporting requirements of Section V. , sub-section D. (c) Shares of Morgan Stanley/Van Kampen open-end mutual funds are exempt from the pre-clearance requirement of Section V. subsection C.1.a., but are subject to the account opening restrictions of Section V. subsection C.1.b, initial, quarterly and annual reporting requirements of Section V. subsection D. and the holding period restrictions contained in Section V., sub-section B.2. Exchange Traded Funds ("ETFs") and closed-end funds must be pre-cleared and are subject to all other reporting requirements. (d) All Employees wishing to participate in an issuer's direct stock purchase plan or automatic dividend reinvestment plans must submit a memorandum to the Local Compliance Group stating the name and the amount to be invested in the plan. Any sale transactions from an automatic dividend reinvestment plan must be pre-approved. Purchases under an issuer's direct stock purchase plan or automatic dividend reinvestment plan are exempt from the restrictions contained in sub-sections B.1. , B.7a-d. and B.8. and the pre-clearance requirement but are subject to the initial, quarterly and annual reporting requirements. (e) Holdings and transactions in MWD stock(3) are subject to the initial, quarterly and annual reporting requirements as well as the 30-day holding period restriction and the 60-day short swing profit restriction - ------------ (3) In connection with the sale of MWD stock, periodic purchases through employer sponsored equity purchase plans shall not be looked to in calculating the 30-day holding period restriction or the 60-day short swing profit restriction. 12 [MORGAN STANLEY LOGO] and the pre-clearance requirements described above. The restrictions imposed by Morgan Stanley on Senior Management and other persons in connection with transactions in MWD stock are in addition to this Code, and must be observed to the extent applicable. Employees are required to read the Code of Conduct for a listing of specific restrictions and limitations relating to the purchase or sale of MWD stock. (f) Transactions in Morgan Stanley and Van Kampen mutual funds within the Morgan Stanley 401(k) Plan(4) are exempt from the pre-clearance requirement of Section V. subsection C, but are subject to the initial, quarterly and annual reporting requirements of Section V. subsection D. and the holding period restrictions contained in Section V., sub-section B.2. (g) Employees may maintain fully discretionary accounts managed by either an internal or external registered investment adviser provided that each of the following conditions are met: (i) the investment program is offered by Morgan Stanley; (ii) the portfolio manager's strategy/investment discipline/investment program offered/utilized is the same for both Employee and non-Employee client accounts; (iii) written permission is obtained from the Director of Compliance and the Chief Investment Officer (or their designees) prior to opening a fully discretionary account; (iv) written certification is obtained stating that there will be no communication between the portfolio manager and the Employee with regard to investment decisions prior to execution; and (v) Employee accounts will be treated no differently from non-Employee accounts. The Employee must designate duplicate copies of trade confirmations and statements to be sent to the Compliance Department. To the extent that an Employee directs trades for tax purposes, that Employee shall obtain pre-clearance for each transaction from his/her Local Compliance Group. 4. Accounts Covered An Employee must obtain pre-clearance for any Personal Securities Transaction if such Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the security. The term "beneficial ownership" shall be interpreted with reference to the definition contained in the provisions of Section 16 of the Securities - ------------- (4) This includes Morgan Stanley Retirement Plans that are equivalent to 401(k) Plans in jurisdictions outside the United States. 13 [MORGAN STANLEY LOGO] Exchange Act of 1934. Generally, a person is regarded as having beneficial ownership of securities held in the name of: (a) the individual; or (b) a husband, wife or a minor child; or (c) a relative sharing the same house; or (d) other person if the Employee: (i) obtains benefits substantially equivalent to ownership of the securities; (ii) can obtain ownership of the securities immediately or at some future time; or (iii) can have investment discretion or otherwise can exercise control. The following circumstances constitute Beneficial Ownership by an Employee of securities held by a trust: (a) Ownership of securities as a trustee where either the Employee or members of the Employee's immediate family have a vested interest in the principal or income of the trust. (b) Estate or trust accounts in which the Employee has the power to effect investment decisions, unless a specific exemption is granted. (c) Any Employee who is a settlor of a trust is required to comply with all the provisions of the Code, unless special exemption in advance is granted by the Local Compliance Group and: (i) the Employee does not have any direct or indirect beneficial interest in the trust; (ii) the Employee does not have the direct or indirect power to effect investment decisions for the trust, and (iii) the consent of all the beneficiaries is required in order for the Employee to revoke the trust. It is the responsibility of the Employee to arrange for duplicate confirmations of all securities transactions and statements to be sent to the Local Compliance Group. The final determination of beneficial ownership is a question to be determined in light of the facts of each particular case. 14 [MORGAN STANLEY LOGO] If there are any questions as to beneficial ownership, please contact your Local Compliance Group. 5. Exemption from Pre-clearance Requirement Pre-clearance is not required for any account where the Employee does not have direct or indirect beneficial ownership. In case of doubt as to whether an account is covered by the Code, Employees must consult with their Local Compliance Group. D. Report of Transactions 1. Transactions and Accounts Covered (a) All Personal Securities Transactions in Covered Securities, and all securities transactions in Morgan Stanley/Van Kampen open-end mutual funds must be reported in the next quarterly transaction report after the transaction is effected. The quarterly report shall contain the following information: (i) The date of the transaction, the title, interest rate and maturity date (if applicable), number of shares and principal amount of each security involved; (ii) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (iii) The price at which the purchase or sale was effected; (iv) The name of the broker, dealer, bank or other financial institution with, or through which, the purchase or sale was effected; and (v) The date the report was submitted to the Local Compliance Group by such person. In addition, any new brokerage or Morgan Stanley/Van Kampen open-end mutual fund account(s) opened during the quarter without approval from the Local Compliance Group as well as the date(s) the account(s) was (were) opened must be reported. The report must contain the following information: (i) The name of the broker, dealer, bank or other financial institution with whom the (i) account was established; 15 [MORGAN STANLEY LOGO] (ii) The date the account was established; and (iii) The date the report was submitted to the Local Compliance Group. (b) An Employee need not make a quarterly transaction report if he/she: (i) maintains only a Morgan Stanley brokerage account and/or Morgan Stanley 401(k) Plan and the report would duplicate information contained in the trade confirms, system generated reports or account statements received by the Local Compliance Group; and (ii) has not opened any new brokerage accounts or mutual fund accounts without obtaining approval from their Local Compliance Group during the quarter. 2. Time of Reporting (a) Initial Listing of Securities Holdings and Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Report Each Employee must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to their Local Compliance Group disclosing: (i) all Covered Securities, Morgan Stanley/Van Kampen open-end mutual funds, and private placement securities, beneficially owned by the Employee listing the title of the security, number of shares held, and principal amount of the security; (ii) the name of the broker, dealer, bank or financial institution where the Employee maintains a personal account; and (iii) the date the report is submitted by the Employee. (b) Quarterly Securities Transactions and New Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Reports Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports must be submitted by Employees within 10 calendar days after the end of each calendar quarter. Any new brokerage or mutual fund account(s) opened during the quarter without their Local Compliance Group's prior approval, as well as the date(s) the account(s) was (were) opened, must be reported within 10 calendar days after the end of each calendar quarter. (c) Annual Listing of Securities Holdings Reports and Certification of Compliance 16 [MORGAN STANLEY LOGO] The Annual Listing of Securities Holdings Report and Certification of Compliance requires all Employees to provide an annual listing of holdings of: (i) all Covered Securities beneficially owned and all Morgan Stanley/Van Kampen open-end mutual funds, listing the title of the security, number of shares held, and principal amount of the security as of December 31 of the preceding year, (ii) the name of any broker, dealer, bank or financial institution where the account(s) in which these Covered Securities were maintained, as of December 31 of the preceding year; and (iii) the date the report is submitted. This report must be provided no later than 30 calendar days after December 31 each year. In the case of Employees maintaining a Morgan Stanley brokerage account(s),Morgan Stanley/Van Kampen open-end mutual funds, and/or Morgan Stanley 401(k) Plan for which trade confirms, system generated reports or account statements are already received on a quarterly basis by the Local Compliance Group, an annual certification (Certification of Compliance) that the holdings information already provided to the Local Compliance Group accurately reflects all such holdings will satisfy the aforementioned requirement. 3. Form of Reporting The Initial Listing of Securities Holdings and Brokerage Accounts Report, Quarterly Securities Transactions and New Brokerage Accounts Reports, and the Annual Listing of Securities Holdings Report and Certification of Compliance must be completed on the appropriate forms, attached as EXHIBITS D, E, AND F respectively, which would be provided by each Local Compliance Group. By not submitting a quarterly transaction report form, an Employee will be deemed to have represented that such person has: (i) executed reportable transactions only in accounts listed with the Local Compliance Group; or (ii) only traded securities exempt from the reporting requirements. Copies of the Initial Listing of Securities Holdings Report and Brokerage and Mutual Fund Accounts Report, Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports, and the Annual Listing of Securities Holdings Report and Certification of Compliance, which may be revised from time to time, are attached as EXHIBITS D, E, AND F, respectively. 4. Responsibility to Report 17 [MORGAN STANLEY LOGO] The responsibility for reporting is imposed on each individual required to make a report. Any effort by a Covered Company to facilitate the reporting process does not change or alter that individual's responsibility. 18 [MORGAN STANLEY LOGO] 5. Leave of Absence Employees on leave of absence may not be subject to the pre-clearance and reporting provisions of the Code, provided that, during their leave period, they: (i) do not participate in, obtain information with respect to, make recommendations as to, or make the purchase and sale of securities on behalf of a Fund or a Managed Account Client; and (ii) do not have access to information regarding the day-to-day investment activities of Investment Management. 6. Where to File Report All reports must be filed by Employees with their Local Compliance Group. 7. Responsibility to Review Each Local Compliance Group will review all Initial Listing of Securities Holdings and Brokerage and Mutual Fund Accounts Reports, Quarterly Securities Transactions and New Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Reports, and Annual Listing of Securities Holdings Reports and Certification of Compliance, filed by Employees, as well as broker confirmations, system generated reports, and account statements. VI. Review Committee A Code of Ethics Review Committee, consisting of the President/Chief Operating Officer, Chief Investment Officer, Chief Legal Officer, and the Chief Administrative Officer - Investments of Morgan Stanley Investment Management or their designees will review and consider any proper request of an Employee for relief or exemption from any restriction, limitation or procedure contained herein consistent with the principles and objectives outlined in this Code. The Committee shall meet on an ad hoc basis, as it deems necessary, upon written request by an Employee stating the basis for the requested relief. The Committee's decision is within its sole discretion. VII. Service as a Director No Employee may serve on the board of any company without prior approval of the Code of Ethics Review Committee. If such approval is granted, it will be subject to the implementation of information barrier procedures to isolate any such person from making investment decisions for Funds or Managed Accounts concerning the company in question. 19 [MORGAN STANLEY LOGO] VIII. Gifts No Employee shall accept directly or indirectly anything of value, including gifts and gratuities, in excess of $100 per year from any person or entity that does business with any Fund or Managed Account, not including occasional meals or tickets to theater or sporting events or other similar entertainment.(5) Client entertainment expenses generally are not considered gifts if: (i) Firm personnel are present; (ii) a Firm client is present; and (iii) the entertainment is not so regular or frequent that it creates the appearance of impropriety. IX. Sanctions Upon discovering a violation of this Code, Investment Management may impose such sanctions as they deem appropriate, including a reprimand (orally or in writing), demotion, suspension or termination of employment and/or other possible sanctions. The President/Chief Operating Officer of Investment Management and the Chief Legal Officer or Compliance Officer together, are authorized to determine the choice of sanctions to be imposed in specific cases, including termination of employment. X. Employee Certification Employees are required to sign a copy of this Code indicating their understanding of, and their agreement to abide by the terms of this Code. In addition, Employees will be required to certify annually that: (i) they have read and understand the terms of this Code and recognize the responsibilities and obligations incurred by their being subject to this Code; and (ii) they are in compliance with the requirements of this Code, including but not limited to the reporting of all brokerage accounts, and the pre-clearance of all non-exempt Personal Securities Transactions in accordance with this Code. - -------- (5) For MSAITM-Tokyo, the receipt of gifts shall not be in excess of (Y)20,000 per year. For MSIM-Mumbai, the receipt of gifts shall not be in excess of INR 4,500. For MSIM-Singapore, the receipt of gifts shall not be in excess of SGD 170. For MSIM-Ltd, the receipt of gifts shall not be in excess of Europe (pound)50 or equivalent. 20 [MORGAN STANLEY LOGO] I have read and understand the terms of the above Code. I recognize the responsibilities and obligations, including but not limited to my quarterly transaction, annual listing of holdings, and initial holdings reporting obligations (as applicable), incurred by me as a result of my being subject to this Code. I hereby agree to abide by the above Code. - -------------------------------------- --------------------------------------- (Signature) (Date) - -------------------------------------- (Print name) TO COMPLETE THE ACKNOWLEDGEMENT PROCESS YOU MUST ELECTRONICALLY ACKNOWLEDGE BY CLICKING ON YOUR BROWER'S BACK BUTTON TO REACH THE ACKNOWLEDGEMENT SCREEN. YOU MUST ALSO PRINT THE ACKNOWLEDGEMENT FORM [LINK], SIGN AND RETURN IT TO YOUR LOCAL COMPLIANCE GROUP [LINK] BY XXXX XX, XXXX. MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS DATED: XXXX XX, XXXX 21 [MORGAN STANLEY LOGO] SCHEDULE A MORGAN STANLEY INVESTMENT ADVISORS INC. ("ADVISORS") MORGAN STANLEY INVESTMENT MANAGEMENT INC. ("MSIM") MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED ("MSIM-LTD.") MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY ("MSIM-SINGAPORE") MORGAN STANLEY ASSET & INVESTMENT TRUST MANAGEMENT CO., LIMITED ("MSAITM-TOKYO") MORGAN STANLEY INVESTMENT MANAGEMENT PRIVATE LIMITED ("MSIM MUMBAI") MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP ("AIP-LP") MORGAN STANLEY AIP GP LP ("AIP GP-LP") MORGAN STANLEY HEDGE FUND PARTNERS GP LP MORGAN STANLEY HEDGE FUND PARTNERS LP MORGAN STANLEY SERVICES COMPANY INC. ("SERVICES") MORGAN STANLEY DISTRIBUTORS INC. ("MORGAN STANLEY DISTRIBUTORS") MORGAN STANLEY DISTRIBUTION, INC. ("MORGAN STANLEY DISTRIBUTION") MORGAN STANLEY & CO. INCORPORATED ("MORGAN STANLEY & CO.") VAN KAMPEN ASSET MANAGEMENT ("VKAM") VAN KAMPEN ADVISORS INC. ("VK ADVISORS") VAN KAMPEN INVESTMENTS, INC. ("VK INVESTMENTS") VAN KAMPEN FUNDS INC. ("VK FUNDS") 22 -----END PRIVACY-ENHANCED MESSAGE-----