-----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, P79T3s42XpjLhG526TaqcGU3yOBeCqprFxE3NK/DyByWrkW5VwPEzAJAzyjGCe2z CNlIJ1Ex1RmkX98IDl7NEQ== 0001325358-09-000331.txt : 20090626 0001325358-09-000331.hdr.sgml : 20090626 20090626110418 ACCESSION NUMBER: 0001325358-09-000331 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090430 FILED AS OF DATE: 20090626 DATE AS OF CHANGE: 20090626 EFFECTIVENESS DATE: 20090626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSURED MUNICIPAL BOND TRUST CENTRAL INDEX KEY: 0000861185 IRS NUMBER: 000000000 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: 09911443 BUSINESS ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 800-869-6397 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 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 MAIN DOCUMENT 000 A000000 04/30/2009 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 MORGAN STANLEY INSURED MUNICIPAL BOND TRUST 001 B000000 811-06053 001 C000000 2122966963 002 A000000 522 FIFTH AVENUE 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10036 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 008 A000001 MORGAN STANLEY INVESTMENT ADVISORS INC. 008 B000001 A 008 C000001 801-42061 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10036 010 A000001 MORGAN STANLEY SERVICES COMPANY INC. 010 B000001 8-00000 010 C010001 JERSEY CITY 010 C020001 NJ 010 C030001 07311 012 A000001 COMPUTERSHARE TRUST COMPANY, N.A. 012 B000001 84-00000 012 C010001 PROVIDENCE 012 C020001 RI 012 C030001 02940 012 C040001 3078 013 A000001 DELOITTE & TOUCHE LLP 013 B010001 NEW YORK 013 B020001 NY 013 B030001 10281 014 A000001 ARIGIL MENKUL DEGERLER A.S. 014 B000001 8-00000 014 A000002 BANK MORGAN STANLEY AG 014 B000002 8-00000 014 A000003 BETTER ALTERNATIVE TRADING SYSTEM 014 B000003 8-00000 014 A000004 BLOCK INTEREST DISCOVERY SERVICE 014 B000004 8-00000 014 A000005 CHINA INTERNATIONAL CAPITAL CORP. HONG KONG SECURITIES LTD 014 B000005 8-00000 014 A000006 H.C. SECURITIES AND INVESTMENTS 014 B000006 8-00000 014 A000007 HTI VALORI MOBILIARE S.A. 014 B000007 8-00000 014 A000008 MORGAN STANLEY & CO. INCORPORATED 014 B000008 8-15869 014 A000009 MORGAN STANLEY & CO. INTERNATIONAL PLC 014 B000009 8-00000 014 A000010 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PRIVATE LIMITED 014 B000010 8-00000 014 A000011 MORGAN STANLEY ASIA LIMITED 014 B000011 8-00000 014 A000012 MORGAN STANLEY CANADA LIMITED 014 B000012 8-00000 014 A000013 MORGAN STANLEY DEAN WITTER ASIA (SINGAPORE) PRIVATE 014 B000013 8-00000 014 A000014 MORGAN STANLEY DEAN WITTER AUSTRALIA LIMITED 014 B000014 8-00000 014 A000015 MORGAN STANLEY DEAN WITTER AUSTRALIA SECURITIES LIMITED 014 B000015 8-00000 014 A000016 MORGAN STANLEY DEAN WITTER C.T.V.M. S.A. 014 B000016 8-00000 014 A000017 MORGAN STANLEY DISTRIBUTION, INC. 014 B000017 8-44766 014 A000018 MORGAN STANLEY DISTRIBUTORS INC. 014 B000018 8-45262 014 A000019 MORGAN STANLEY FUTURES (HONG KONG) LIMITED 014 B000019 8-00000 014 A000020 MORGAN STANLEY HONG KONG SECURITIES LIMITED 014 B000020 8-00000 014 A000021 MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED 014 B000021 8-00000 014 A000022 MORGAN STANLEY JAPAN SECURITIES CO., LIMITED 014 B000022 8-00000 014 A000023 MORGAN STANLEY MARKET PRODUCTS INC. 014 B000023 8-37795 014 A000024 MORGAN STANLEY SECURITIES LIMITED 014 B000024 8-00000 014 A000025 MORGAN STANLEY TAIWAN LIMITED 014 B000025 8-00000 014 A000026 MORGAN STANLEY, S.V. S.A. 014 B000026 8-00000 014 A000027 MS SECURITIES SERVICES INC. 014 B000027 8-26804 014 A000028 MUNICENTER 014 B000028 8-00000 014 A000029 OOO MORGAN STANLEY BANK 014 B000029 8-00000 014 A000030 PRIME DEALER SERVICES CORP. 014 B000030 8-47025 014 A000031 RMB MORGAN STANLEY 014 B000031 8-00000 014 A000032 VAN KAMPEN FUNDS INC. 014 B000032 8-19412 015 A000001 STATE STREET BANK AND TRUST COMPANY 015 B000001 C 015 C010001 BOSTON 015 C020001 MA 015 C030001 02111 015 E010001 X 018 000000 Y 019 A000000 Y 019 B000000 90 019 C000000 MORGANSTAN 020 A000001 GOLDMAN, SACHS & CO. 020 B000001 13-5108880 020 C000001 8 021 000000 8 022 A000001 LIQUIDITY FUNDS TA 022 B000001 30-6067219 022 C000001 320338 022 D000001 0 022 A000002 GOLDMAN SACHS & CO. 022 B000002 13-5108880 022 C000002 1753 022 D000002 0 022 A000003 STONE & YOUNGBERG 022 B000003 94-1052545 022 C000003 664 022 D000003 883 022 A000004 MORGAN (J.P) SECURITIES INC. 022 B000004 13-3224016 022 C000004 1002 022 D000004 470 022 A000005 MESIROW FINANCIAL 022 B000005 36-3194849 022 C000005 0 022 D000005 1026 022 A000006 CITIGROUP GLOBAL MARKETS INC. 022 B000006 11-2418191 022 C000006 826 022 D000006 0 022 A000007 FIRST ALBANY CORP. 022 B000007 14-1391446 022 C000007 731 022 D000007 0 022 A000008 LOOP CAPITAL MARKETS, L.L.C. 022 B000008 36-4164012 022 C000008 480 022 D000008 103 022 A000009 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000009 13-5674085 022 C000009 470 022 D000009 0 022 A000010 SIEBERT BRADFORD SHANK 022 B000010 00-0000000 022 C000010 402 022 D000010 0 023 C000000 327436 023 D000000 2482 024 000000 N 026 A000000 N 026 B000000 Y 026 C000000 N 026 D000000 Y 026 E000000 N 026 F000000 Y 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 N 045 000000 Y 046 000000 N 047 000000 Y 048 000000 0.270 048 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 0.000 048 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 N 054 I000000 N 054 J000000 Y 054 K000000 N 054 L000000 Y 054 M000000 Y 054 N000000 N 054 O000000 Y 055 A000000 Y 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 0.0 062 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 1.0 062 M000000 0.0 062 N000000 0.0 062 O000000 141.7 062 P000000 0.0 062 Q000000 0.0 062 R000000 0.0 063 A000000 0 063 B000000 18.7 064 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 Y 070 L010000 N 070 L020000 N 070 M010000 N 070 M020000 N 070 N010000 Y 070 N020000 N 070 O010000 Y 070 O020000 Y 070 P010000 Y 070 P020000 N 070 Q010000 N 070 Q020000 N 070 R010000 Y 070 R020000 N 071 A000000 6848 071 B000000 3027 071 C000000 71377 071 D000000 4 072 A000000 6 072 B000000 2050 072 C000000 10 072 D000000 0 072 E000000 0 072 F000000 106 072 G000000 31 072 H000000 0 072 I000000 8 072 J000000 3 072 K000000 0 072 L000000 14 072 M000000 4 072 N000000 10 072 O000000 0 072 P000000 64 072 Q000000 0 072 R000000 27 072 S000000 46 072 T000000 0 072 U000000 0 072 V000000 0 072 W000000 51 072 X000000 364 072 Y000000 2 072 Z000000 1698 072AA000000 4355 072BB000000 4931 072CC010000 4540 072CC020000 0 072DD010000 1491 072DD020000 0 072EE000000 17 073 A010000 0.3675 073 A020000 0.0000 073 B000000 0.0043 073 C000000 0.0000 074 A000000 0 074 B000000 0 074 C000000 508 074 D000000 81972 074 E000000 0 074 F000000 0 074 G000000 0 074 H000000 0 074 I000000 0 074 J000000 0 074 K000000 0 074 L000000 1156 074 M000000 24 074 N000000 83660 074 O000000 0 074 P000000 29 074 Q000000 0 074 R010000 0 074 R020000 0 074 R030000 0 074 R040000 8439 074 S000000 23250 074 T000000 51942 074 U010000 3943 074 U020000 0 074 V010000 13.17 074 V020000 0.00 074 W000000 0.0000 074 X000000 80 074 Y000000 95 075 A000000 0 075 B000000 48957 076 000000 12.37 077 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 Y 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 C000000 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 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 IMC 088 A000000 N 088 B000000 N 088 C000000 N 088 D000000 Y SIGNATURE Anna Nosikovskaya TITLE SUPERVISOR EX-99.77O RULE 10F-3 2 a10f3.htm 

                   MORGAN STANLEY INSURED MUNICIPAL BOND TRUST
                          ITEM 77(O) 10F-3 TRANSACTIONS
                        NOVEMBER 1, 2008 - APRIL 30, 2009

                                                                AMOUNT OF     % OF
                                      OFFERING       TOTAL        SHARES    OFFERING  % OF FUNDS
   SECURITY      PURCHASE/   SIZE OF  PRICE OF     AMOUNT OF    PURCHASED  PURCHASED     TOTAL                            PURCHASED
   PURCHASED    TRADE DATE  OFFERING   SHARES      OFFERING      BY FUND    BY FUND     ASSETS           BROKERS            FROM
- --------------  ----------  --------  --------  --------------  ---------  ---------  ----------  --------------------  ------------
  Matanuska-     12/23/08      --     $ 98.293   $244,285,000    225,000     0.09%       0.44%    Merrill Lynch & Co.,    Rauscher
    Susitna                                                                                       RBC Capital Markets,     Pierce
Borough, State                                                                                    Morgan Stanley & Co.     Dallas
   of Alaska                                                                                      Incorporated
   5.00% due
  09/01/2019

 Commonwealth    02/13/09      --     $102.485   $385,485,000    360,000     0.09%       0.71%    J.J.B. Hilliard,        Citigroup
  of Kentucky                                                                                     W.L. Lyons, LLC, JP
                                                                                                  Morgan, First
                                                                                                  Kentucky Securities
                                                                                                  Corp., Citi, Morgan
                                                                                                  Stanley, NatCity
                                                                                                  Investments, Inc.,
                                                                                                  Wachovia Bank, N.A.,
                                                                                                  Ross, Sinclaire &
                                                                                                  Associates, LLC,
                                                                                                  Morgan Keegan & Co.,
                                                                                                  Inc., Edward D.
                                                                                                  Jones & Co., L.P.,
                                                                                                  Merrill Lynch & Co.
EX-99.77Q1 OTHR EXHB 3 a77q1.htm 

                            ADMINISTRATION AGREEMENT

     AGREEMENT made as of the November 1, 2004 and supplemented as of April 24,
2008, 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 Services Company Inc., a Delaware corporation (hereinafter called the
"MS Services"):

     WHEREAS, on the date hereof, the Funds and Morgan Stanley Investment
Advisors Inc. (the "Investment Adviser") are entering into an Amended and
Restated Investment Advisory Agreement (the "Investment Advisory Agreement")
which further amends an Amended and Restated Investment Management Agreement,
dated as of May 1, 2004 between the Funds and the Investment Adviser (the
"Amended and Restated Investment Management Agreement") to remove from the
Amended and Restated Investment Management Agreement administrative and other
management services, with those services to be provided for in a separate
agreement;

     WHEREAS, the Funds desire to retain MS Services to perform the
administrative services as described below; and

     WHEREAS, MS Services desires to be retained by the Funds to perform such
administrative services;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

     1. MS Services agrees to provide administrative services to each Fund as
hereinafter set forth. Without limiting the generality of the foregoing, MS
Services shall (i) administer the Fund's business affairs and supervise the
overall day-to-day operations of the Fund (other than rendering investment
advice); (ii) provide the Fund with full administrative services, including the
maintenance of certain books and records, such as journals, ledger accounts and
other records required under the Investment Company Act of 1940, as amended (the
"Act"), the notification to the Fund of available funds for investment, the
reconciliation of account information and balances among the Fund's custodian,
transfer agent and dividend disbursing agent and the Fund, and the calculation
of the net asset value of the Fund's shares; (iii) provide the Fund with the
services of persons competent to perform such supervisory, administrative and
clerical functions as are necessary to provide effective operation of the Fund;
(iv) oversee the performance of administrative and professional services
rendered to the Fund by others, including its custodian, transfer agent and
dividend disbursing agent, as well as accounting, auditing and other services,
including: (1) maintenance of the books and records and accounting controls for
the Fund's assets, including records of all securities transactions; (2) daily
calculation of the net asset value for each of the Fund's Portfolios; (3)
accounting for dividends and interest received and distributions made by each of
the Fund's Portfolios; (4) preparation and filing of the Fund's U.S. tax returns
and annual and semi-annual reports; (5) the production of transaction data,
financial reports and such other periodic and special reports as the Board of
Directors of the Fund may reasonably request; (6) the preparation of financial
statements for the annual and semi-annual reports and other shareholder
communications; (7) liaison with the Fund's independent registered public
accounting firms; (8) monitoring and administration of arrangements with the
Fund's custodian and depository banks; and (9) maintenance of (but not the
payment for) the Fidelity Bond required to be maintained under Investment
Company Act of 1940 (the "1940 Act") and preparation of the filings required in
connection therewith; (v) provide the Fund with adequate general office space
and facilities; (vi) assist in the preparation and the printing of the periodic
updating of the Fund's registration statement and prospectus (and, in the case
of an open-end Fund, the statement of additional information), tax returns,
proxy statements, and reports to its shareholders and the Securities and
Exchange Commission; and (vii) monitor the compliance of the Fund's investment
policies and restrictions.

     2. MS Services 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 MS Services shall be deemed to include
officers of MS Services and persons employed or otherwise retained by MS
Services (including officers and employees of the Funds, with the consent of the
Funds) to furnish services, statistical and other factual data, information with
respect to technical and scientific developments, and such other information,
advice and assistance as MS Services may desire. MS Services shall maintain each
Fund's records and books of account (other than those maintained by the Fund's
transfer agent, registrar, custodian and other agencies). All such books and
records so maintained shall be the property of the Fund and, upon request
therefor, MS Services shall surrender to the Fund such of the books and records
so requested.

     3. The Funds will, from time to time, furnish or otherwise make available
to MS Services such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as MS Services may reasonably
require in order to discharge its duties and obligations to the Fund under this
Agreement or to comply with any applicable law and regulation or request of the
Board of Directors/Trustees of the Fund.

     4. For the services to be rendered, the facilities furnished, and the
expenses assumed by MS Services, the Funds shall pay to MS Services monthly
compensation calculated daily (in the case of an open-end Fund) or weekly (in
the case of a closed-end Fund) by applying the annual rate or rates set forth on
Schedule B to the net assets of each Fund. Except as hereinafter set forth, (i)
in the case of an open-end Fund, compensation under this Agreement shall be
calculated by applying 1/365th of the annual rate or rates to the Fund's or the
Series' daily net assets determined as of the close of business on that day or
the last previous business day and (ii) in the case of a closed-end Fund,
compensation under this Agreement shall be calculated by applying the annual
rate or rates to the Fund's average weekly net assets determined as of the close
of the last business day of each week. 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 on Schedule B. For the purposes of calculating the administrative fee for
the closed-end funds referenced on Annex 2 to the Investment Advisory Agreement,
the liquidation preference of any Preferred Shares issued by each of such Funds
will not be deducted from the Fund's total assets. In addition, for purposes of
this calculation, an amount up to the aggregate amount of any other borrowings
may be included in the Fund's administrative fee calculation. Subject to the
provisions of paragraph 5 hereof, payment of MS Services' compensation for the
preceding month shall be made as promptly as possible after completion of the
computations contemplated by paragraph 5 hereof.

     5. In the event the operating expenses of those Funds identified in Annex 3
to the Investment Advisory Agreement, including amounts payable to the
Investment Adviser pursuant to paragraph 7 thereof and the amounts payable
hereunder, for any fiscal year ending on a date on which this Agreement is in
effect, exceed the expense limitations applicable to the Fund and/or any Series
thereof imposed by state securities laws or regulations thereunder, as such
limitations may be raised or lowered from time to time, the fee payable
hereunder shall be reduced on a pro rata basis in the same proportion as the fee
payable by the Fund under the Investment Advisory Agreement is reduced.

     6. MS Services shall bear the cost of rendering the administrative 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 MS Services, and provide


                                       -2-

such office space and equipment and such clerical and bookkeeping services as
each Fund shall reasonably require in the conduct of its business. MS Services
shall also bear the cost of heat, light, power and other utilities provided to
each Fund and the cost of out-of-pocket expenses incurred in the ordinary course
of providing services under this Agreement, such as telephone, fax, system
usage, internal controls assurance (such as a Statement on Auditing Standards
(SAS) No. 70 report), envelopes, postage and special delivery mail. Each Fund
shall reimburse MS Services for any extraordinary expenses and the expenses of
one or more independent pricing services, approved from time to time by the
Board of Directors of a Fund, to obtain securities prices in connection with
determining the net asset value of the Fund. The Fund will reimburse MS Services
for its share of the cost of such services based upon its actual use of the
services.

     7. MS Services will use its best efforts in the performance of
administrative activities on behalf of each Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, MS Services shall not be liable to the Fund or any of its
investors for any error of judgment or mistake of law or for any act or omission
by MS Services or for any losses sustained by the Fund or its investors.

     8. It is understood that any of the shareholders, Directors/Trustees,
officers and employees of the Fund may be a shareholder, director, officer or
employee of, or be otherwise interested in, MS Services, and in any person
controlling, controlled by or under common control with MS Services, and that MS
Services and any person controlling, controlled by or under common control with
MS Services may have an interest in the Fund. It is also understood that MS
Services and any affiliated persons thereof or any persons controlling,
controlled by or under common control with MS Services have and may have
advisory, management, administration service or other contracts with other
organizations and persons, and may have other interests and businesses, and
further may purchase, sell or trade any securities or commodities for their own
accounts or for the account of others for whom they may be acting.

     9. This Agreement shall continue unless terminated by either party by
written notice delivered to the other party within 30 days. In the event that
the Amended and Restated Investment Advisory Agreement between any Fund and the
Investment Adviser is terminated, this Agreement will automatically terminate
with respect to such Fund.

     10. This Agreement may be amended or modified by the parties in any manner
by written agreement executed by each of the parties hereto.

     11. This Agreement may be assigned by either party with the written consent
of the other party.

     12. This Agreement shall be construed and interpreted in accordance with
the laws of the State of New York.


                                       -3-

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on April 24, 2008 in New York, New York.

                                        ON BEHALF OF EACH FUND AS SET FORTH IN
                                        SCHEDULE A


                                        By: /s/ Amy R. Doberman
                                            ------------------------------------
                                            Amy R. Doberman
                                            Vice President


Attest:


/s/ Joanne Antico
- -------------------------------------
Joanne Antico


                                        MORGAN STANLEY SERVICES COMPANY INC.


                                        By: /s/ Stefanie V. Chang Yu
                                            ------------------------------------
                                            Stefanie V. Chang Yu
                                            Managing Director


Attest:


/s/ Yvette K. Hayes
- -------------------------------------
Yvette K. Hayes


                                   SCHEDULE A
                              MORGAN STANLEY FUNDS

                               AT JANUARY 15, 2009
                                 OPEN-END FUNDS

1.   Active Assets California Tax-Free Trust

2.   Active Assets Government Securities Trust

3.   Active Assets Institutional Government Securities Trust

4.   Active Assets Institutional Money Trust

5.   Active Assets Money Trust

6.   Active Assets Tax-Free Trust

7.   Morgan Stanley Balanced Fund

8.   Morgan Stanley California Tax-Free Daily Income Trust

9.   Morgan Stanley California Tax-Free Income Fund

10.  Morgan Stanley Capital Opportunities Trust

11.  Morgan Stanley Convertible Securities Trust

12.  Morgan Stanley Series Funds:

     -    Morgan Stanley Alternative Opportunities Fund

     -    Morgan Stanley Commodities Alpha Fund

     -    Morgan Stanley Commodities Alpha Fund (Cayman) Ltd.

     -    Morgan Stanley U.S. Multi-Cap Alpha Fund

13.  Morgan Stanley Dividend Growth Securities Inc.

14.  Morgan Stanley Equally-Weighted S&P Index Fund

15.  Morgan Stanley European Equity Fund Inc.

16.  Morgan Stanley Flexible Income Trust

17.  Morgan Stanley Focus Growth Fund

18.  Morgan Stanley Fundamental Value Fund


                                     Sch.A-1


19.  Morgan Stanley FX Series Fund:

     -    Morgan Stanley FX Alpha Plus Strategy Portfolio

     -    Morgan Stanley FX Alpha Strategy Portfolio

20.  Morgan Stanley Global Advantage Fund

21.  Morgan Stanley Global Dividend Growth Securities

22.  Morgan Stanley Global Infrastructure Fund

23.  Morgan Stanley Health Sciences Trust

24.  Morgan Stanley High Yield Securities Inc.

25.  Morgan Stanley Income Trust

26.  Morgan Stanley International Fund

27.  Morgan Stanley International Value Equity Fund

28.  Morgan Stanley Limited Duration Fund

29.  Morgan Stanley Limited Duration U.S. Government Trust

30.  Morgan Stanley Limited Term Municipal Trust

31.  Morgan Stanley Liquid Asset Fund Inc.

32.  Morgan Stanley Mid Cap Growth Fund

33.  Morgan Stanley Mid-Cap Value Fund

34.  Morgan Stanley Mortgage Securities Trust

35.  Morgan Stanley Natural Resource Development Securities Inc.

36.  Morgan Stanley New York Municipal Money Market Trust

37.  Morgan Stanley New York Tax-Free Income Fund

38.  Morgan Stanley Pacific Growth Fund Inc.

39.  Morgan Stanley Real Estate Fund

40.  Morgan Stanley Select Dimensions Investment Series

     (i)    Balanced Portfolio

     (ii)   Capital Growth Portfolio


                                     Sch.A-2

     (iii)  Capital Opportunities Portfolio

     (iv)   Dividend Growth Portfolio

     (v)    Equally-Weighted S&P 500 Portfolio

     (vi)   Flexible Income Portfolio

     (vii)  Focus Growth Portfolio

     (viii) Global Equity Portfolio

     (ix)   Global Infrastructure Portfolio

     (x)    Mid Cap Growth Portfolio

     (xi)   Money Market Portfolio

41.  Morgan Stanley Small-Mid Special Value Fund

42.  Morgan Stanley Special Growth Fund

43.  Morgan Stanley Special Value Fund

44.  Morgan Stanley Strategist Fund

45.  Morgan Stanley S&P 500 Index Fund

46.  Morgan Stanley Tax-Exempt Securities Trust

47.  Morgan Stanley Tax-Free Daily Income Trust

48.  Morgan Stanley Technology Fund

49.  Morgan Stanley U.S. Government Money Market Trust

50.  Morgan Stanley U.S. Government Securities Trust

51.  Morgan Stanley Value Fund

52.  Morgan Stanley Variable Investment Series

     (i)    Aggressive Equity Portfolio

     (ii)   Capital Opportunities Portfolio

     (iii)  Dividend Growth Portfolio

     (iv)   European Equity Portfolio

     (v)    Global Advantage Portfolio


                                     Sch.A-3


     (vi)   Global Dividend Growth Portfolio

     (vii)  Global Infrastructure Portfolio

     (viii) High Yield Portfolio

     (ix)   Income Builder Portfolio

     (x)    Income Plus Portfolio

     (xi)   Limited Duration Portfolio

     (xii)  Money Market Portfolio

     (xiii) S&P 500 Index Portfolio

     (xiv)  Strategist Portfolio

CLOSED-END FUNDS

53.  Morgan Stanley California Insured Municipal Income Trust

54.  Morgan Stanley California Quality Municipal Securities

55.  Morgan Stanley Income Securities Inc.

56.  Morgan Stanley Insured California Municipal Securities

57.  Morgan Stanley Insured Municipal Bond Trust

58.  Morgan Stanley Insured Municipal Income Trust

59.  Morgan Stanley Insured Municipal Securities

60.  Morgan Stanley Insured Municipal Trust

61.  Morgan Stanley Municipal Income Opportunities Trust

62.  Morgan Stanley Municipal Income Opportunities Trust II

63.  Morgan Stanley Municipal Income Opportunities Trust III

64.  Morgan Stanley Municipal Premium Income Trust

65.  Morgan Stanley New York Quality Municipal Securities

66.  Morgan Stanley Quality Municipal Income Trust

67.  Morgan Stanley Quality Municipal Investment Trust

68.  Morgan Stanley Quality Municipal Securities


                                     Sch.A-4


                                   SCHEDULE B

                      MORGAN STANLEY SERVICES COMPANY INC.

                         SCHEDULE OF ADMINISTRATIVE FEES

     Monthly compensation calculated daily by applying the following annual
rates to a fund's daily net assets. The fees set forth herein are subject to the
waivers and/or limitations for certain of the Funds described in Schedule A of
the Investment Advisory Agreement:

FIXED INCOME FUNDS                                                  0.080% of the daily net assets.

Morgan Stanley California Tax-Free Income Fund
Morgan Stanley Convertible Securities Trust
Morgan Stanley Flexible Income Trust
Morgan Stanley High Yield Securities Inc.
Morgan Stanley Income Trust
Morgan Stanley Limited Duration Fund
Morgan Stanley Limited Term Municipal Trust
Morgan Stanley Mortgage Securities Trust
Morgan Stanley New York Tax-Free Income Fund

Morgan Stanley Select Dimensions Investment Series:

     -    Flexible Income Portfolio

Morgan Stanley Series Fund:

     -    Morgan Stanley Commodities Alpha Fund

Morgan Stanley Tax-Exempt Securities Trust
Morgan Stanley U.S. Government Securities Trust

Morgan Stanley Variable Investment Series--

     -    High Yield Portfolio

     -    Income Plus Portfolio

     -    Limited Duration Portfolio


                                     Sch.B-1


EQUITY FUNDS                                                        0.080% of the daily net assets.

Morgan Stanley Balanced Fund

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Dividend Growth Securities Inc.

Morgan Stanley Equally-Weighted S&P 500 Index Fund

Morgan Stanley European Equity Fund Inc.

Morgan Stanley Focus Growth Fund

Morgan Stanley Fundamental Value Fund

Morgan Stanley FX Series Funds:

     -    Morgan Stanley FX Alpha Plus Strategy Portfolio

     -    Morgan Stanley FX Alpha Strategy Portfolio

Morgan Stanley Global Advantage Fund

Morgan Stanley Global Dividend Growth Securities

Morgan Stanley Global Infrastructure Fund

Morgan Stanley Health Sciences Trust

Morgan Stanley International Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley Mid Cap Growth Fund

Morgan Stanley Mid-Cap Value Fund

Morgan Stanley Natural Resource Development Securities Inc.

Morgan Stanley Pacific Growth Fund Inc.

Morgan Stanley Real Estate Fund

Morgan Stanley S&P 500 Index Fund

Morgan Stanley Select Dimensions Investment Series:


                                     Sch.B-2

     -    Balanced Portfolio

     -    Capital Growth Portfolio

     -    Capital Opportunities Portfolio

     -    Dividend Growth Portfolio

     -    Equally-Weighted S&P 500 Index Portfolio

     -    Focus Growth Portfolio

     -    Global Equity Portfolio

     -    Global Infrastructure Portfolio

     -    Mid Cap Growth Portfolio

Morgan Stanley Series Funds:

     -    Morgan Stanley Alternative Opportunities Fund

     -    Morgan Stanley U.S. Multi Cap Alpha Fund

Morgan Stanley Small-Mid Special Value Fund

Morgan Stanley Special Growth Fund

Morgan Stanley Special Value Fund

Morgan Stanley Strategist Fund

Morgan Stanley Technology Fund

Morgan Stanley Value Fund

Morgan Stanley Variable Investment Series--

     -    Aggressive Equity Portfolio

     -    Dividend Growth Portfolio

     -    European Equity Portfolio

     -    Global Advantage Portfolio

     -    Global Dividend Growth Portfolio

     -    Global Infrastructure Portfolio

     -    Income Builder Portfolio


                                     Sch.B-3

     -    S&P 500 Index Portfolio

     -    Strategist Portfolio

MONEY MARKET FUNDS                                                  0.050% of the daily net assets.

Active Assets Trusts:

     (1)  Active Assets California Tax-Free Trust

     (2)  Active Assets Government Securities Trust

     (3)  Active Assets Institutional Government Securities Trust

     (4)  Active Assets Institutional Money Trust

     (5)  Active Assets Money Trust

     (6)  Active Assets Tax-Free Trust

Morgan Stanley California Tax-Free Daily Income Trust

Morgan Stanley Liquid Asset Fund Inc.

Morgan Stanley New York Municipal Money Market Trust

Morgan Stanley Select Dimensions Investment Series --

     -    Money Market Portfolio

Morgan Stanley Tax-Free Daily Income Trust

Morgan Stanley U.S. Government Money Market Trust

Morgan Stanley Variable Investment Series --

     -    Money Market Portfolio

     Monthly compensation calculated weekly by applying the
following annual rates to a fund's weekly net assets:

CLOSED-END FUNDS                                                    0.080% of the average weekly net
                                                                    assets (including an amount up to the
                                                                    aggregate amount of any other
                                                                    borrowings).

Morgan Stanley California Insured Municipal Income Trust


                               Sch.B-4

Morgan Stanley California Quality Municipal Securities

Morgan Stanley Income Securities Inc.

Morgan Stanley Insured California Municipal Securities

Morgan Stanley Insured Municipal Bond Trust

Morgan Stanley Insured Municipal Income Trust

Morgan Stanley Insured Municipal Securities

Morgan Stanley Insured Municipal Trust

Morgan Stanley Municipal Income Opportunities Trust

Morgan Stanley Municipal Income Opportunities Trust II

Morgan Stanley Municipal Income Opportunities Trust III

Morgan Stanley Municipal Premium Income 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


                               Sch.B-5
 EX-99.77Q1 OTHR EXHB 4 a77q12.htm 

                              AMENDED AND RESTATED
                          INVESTMENT ADVISORY AGREEMENT

     INVESTMENT ADVISORY AGREEMENT made as of the 1st day of November, 2004 and
supplemented as of April 24, 2008, 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 Adviser"):

     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 Adviser 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 Adviser,
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, as of May 1, 2004, the Current Investment Management Agreements
were amended and restated to combine the Current Investment Management
Agreements into a single Amended and Restated Investment Management Agreement
(the "Amended and Restated Investment Management Agreement") to reflect the
current parties to such agreements and to make other ministerial changes
designed to facilitate the administration of the Amended and Restated Investment
Management Agreement; and

     WHEREAS, each Fund desires to retain the Investment Adviser to render
investment advisory services in the manner and on the terms and conditions
hereinafter set forth; and

     WHEREAS, the Investment Adviser desires to be retained to perform said
services on said terms and conditions; and

     WHEREAS, each Fund and the Investment Adviser desires to provide for the
administrative and other management services that the Investment Adviser
provided under the Amended and Restated Investment Management Agreement in a
separate Administration Agreement (the "Administration Agreement") to be entered
into by each Fund with Morgan Stanley Services Company Inc.; and

     WHEREAS, this Agreement further amends and restates the Amended and
Restated Investment Management Agreement to remove the provisions relating to
the administrative and other management services, and to reduce the fees payable
by the Funds hereunder but otherwise reflects the current parties to the Amended
and Restated Investment Management Agreement (and Annexes 1, 2 and 3 will be
amended, if necessary, to add a Fund when such Fund is first included in
Schedule A);

                                   WITNESSETH

     In consideration of the mutual covenants and agreements of the parties
hereto as hereinafter contained, each Fund and the Investment Adviser agree as
follows:

     1. Each Fund hereby retains the Investment Adviser to act as investment
adviser 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 Adviser 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 Adviser shall deem necessary or
appropriate. The Investment Adviser 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 Adviser 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 Adviser 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 Portfolio) 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 Adviser, shall deem necessary or appropriate; provided that the
Investment Adviser 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 Adviser 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 Adviser shall be deemed to
include persons employed or otherwise retained by the Investment Adviser 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 Adviser may
desire.

     4. Each Fund will, from time to time, furnish or otherwise make available
to the Investment Adviser such financial reports, proxy statements and other
information relating to the business and affairs of such Fund as the Investment
Adviser may reasonably require in order to discharge its duties and obligations
hereunder. The Investment Adviser shall, as agent for each Fund, maintain the
Fund's records required in connection with the performance of its obligations
under this Agreement and required to be maintained under the Act. All such
records so maintained shall be the property of the Funds and, upon request
therefor, the Investment Adviser shall surrender to each Fund such of the
records so requested.

     5. The Investment Adviser shall bear the cost of rendering the investment
advisory and supervisory services to be performed by it under this Agreement,
and shall, at its own expense, pay the


                                      -2-

compensation of the officers and employees, if any, of the Funds who are also
directors, officers or employees of the Investment Adviser.

     6. Except as otherwise provided in the Administration Agreement, each Fund
assumes and shall pay or cause to be paid all other expenses of such Fund,
including without limitation: fees and expenses payable under the Administration
Agreement, 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
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 Adviser or
any corporate affiliate of the Investment Adviser; 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 Adviser, 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.

     7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Adviser, each Fund shall pay to the
Investment Adviser 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, provided, however, that in no event
will the sum of the fee payable hereunder by each Fund to the Investment Adviser
hereunder and the fee payable by that Fund under the Administration Agreement,
as that agreement may be amended from time to time, exceed the fee payable by
the Fund under the Amended and Restated Investment Management Agreement. For the
purposes of calculating the advisory fee hereunder and the administrative fee
under the Administration Agreement 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. In addition, for
purposes of this calculation, an amount up to the aggregate amount of any other
borrowings may be included in the Fund's advisory fee calculation. 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,


                                      -3-

except for such closed-end funds as may be specified in Schedule A. At the
request of the Investment Adviser, 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 Adviser'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 Adviser pursuant to paragraph 7
hereof and the amounts payable by the Funds under the Administration Agreement,
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 such limitations may be raised or lowered
from time to time, the Investment Adviser shall reduce its advisory 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 Adviser's fee shall be applicable.

     9. The Investment Adviser 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 Adviser 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 Adviser or for any losses sustained by a Fund or
its investors.

     10. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser 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 Adviser 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 Adviser 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 up to 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


                                      -4-

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 Adviser, 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 Adviser 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 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 Adviser
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 Adviser and each Fund agree that the name Morgan Stanley
is a property right of the Investment Adviser 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
Adviser or its parent, or any corporate affiliate of the Investment Adviser'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 Adviser or
its parent or any corporate affiliate of the Investment Adviser'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 Adviser or its parent or any corporate affiliate of the Investment
Adviser's parent, or by any person to whom the Investment Adviser or its then
current parent or a corporate affiliate of the Investment Adviser's parent


                                      -5-

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
Adviser's parent and each Fund may enter, or upon termination of affiliation of
the Investment Adviser with its parent, each Fund shall, upon request of the
Investment Adviser or its parent or any corporate affiliate of the Investment
Adviser'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 Adviser or its parent or any corporate affiliate of the Investment
Adviser's parent, may request to effect the foregoing and to reconvey to the
Investment Adviser's parent any and all rights to such name.


                                      -6-

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on April 24, 2008, in New York, New York.

                                        ON BEHALF OF EACH FUND AS SET FORTH IN
                                        SCHEDULE A


                                        By: //s/ Amy R.Doberman
                                            ------------------------------------
                                            Amy R. Doberman
                                            Vice President


Attest:


/s/ Joanne Antico
- -------------------------------------
Joanne Antico


                                        MORGAN STANLEY INVESTMENT ADVISORS INC.


                                        By: /s/ Stefanie V. Chang Yu
                                            ------------------------------------
                                            Stefanie V. Chang Yu
                                            Managing Director


Attest:


/s/ Yvette K. Hayes
- -------------------------------------
Yvette K. Hayes


                                                                      SCHEDULE A
                                                          As of January 15, 2009

     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 ANY AMENDMENTS ENTERED
           FIXED INCOME FUNDS                INTO PRIOR TO MAY 1, 2004                      INVESTMENT ADVISORY FEE
           ------------------             -------------------------------  -------------------------------------------------
Morgan Stanley California Tax- Free       05/31/97, as amended on          0.47% of the portion of the daily net assets not
   Income Fund                            04/30/98                         exceeding $500 million; 0.445% of the portion of the
                                                                           daily net assets exceeding $500 million but not exceeding
                                                                           $750 million; 0.42% of the portion of the daily net
                                                                           assets exceeding $750 million but not exceeding
                                                                           $1 billion; and 0.395% of the portion of the daily net
                                                                           assets exceeding $1 billion.

Morgan Stanley Convertible Securities     05/31/97                         0.52% of the portion of the daily net assets not
   Trust                                                                   exceeding $750 million; 0.47% of the portion of the daily
                                                                           net assets exceeding $750 million but not exceeding
                                                                           $1 billion; 0.42% of the portion of the daily net assets
                                                                           of the exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.395% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.37% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $3 billion; and
                                                                           0.345% of the portion of the daily net assets exceeding
                                                                           $3 billion.

Morgan Stanley Mortgage Securities Trust  05/31/97, as amended on          0.47% of the portion of the daily net assets not
                                          04/30/98                         exceeding $1 billion; 0.445% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.42% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.395% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.37% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $5 billion; 0.345% of the
                                                                           portion of the daily net assets exceeding $5 billion but
                                                                           not exceeding $7.5 billion; 0.32% of the portion of the
                                                                           daily net assets exceeding $7.5 billion but


                                     Sch.A-1

                                            EFFECTIVE DATE OF AGREEMENT
                                            AND ANY AMENDMENTS ENTERED
           FIXED INCOME FUNDS                INTO PRIOR TO MAY 1, 2004                      INVESTMENT ADVISORY FEE
           ------------------             -------------------------------  -------------------------------------------------
                                                                           not exceeding $10 billion; 0.295% of the portion of the
                                                                           daily net assets exceeding $10 billion but not exceeding
                                                                           $12.5 billion; and 0.27% of the portion of the daily net
                                                                           assets exceeding $12.5 billion.

Morgan Stanley Flexible Income Trust      05/31/97, as amended on          0.32% of the daily net assets.
                                          04/30/98

Morgan Stanley High Yield Securities      05/31/97                         0.42% of the portion of the daily net assets not
   Inc. (Maryland corporation)                                             exceeding $500 million; 0.345% of the portion of the
                                                                           daily net assets exceeding $500 million but not exceeding
                                                                           $750 million; 0.295% of the portion of the daily net
                                                                           assets exceeding $750 million but not exceeding
                                                                           $1 billion; 0.27% of the portion of the daily net assets
                                                                           exceeding $1 billion but not exceeding $2 billion; 0.245%
                                                                           of the portion of the daily net assets exceeding
                                                                           $2 billion but not exceeding $3 billion; and 0.22% of the
                                                                           portion of the daily net assets exceeding $3 billion.

Morgan Stanley Limited Duration Fund      05/31/97, as amended on          0.52% of the portion of the daily net assets not
                                          04/30/98, 05/01/04               exceeding $1 billion; 0.47% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; and 0.42% of the portion of the daily net
                                                                           assets exceeding $2 billion.

Morgan Stanley Limited Duration U.S.      05/31/97, as amended on          0.27% of the daily net assets not exceeding $1 billion;
   Government Trust                       04/30/98                         and 0.25% of the portion of the daily net assets
                                                                           exceeding $1 billion.

Morgan Stanley Limited Term Municipal     05/31/97, as amended on          0.42% of the daily net assets.
   Trust                                  04/30/98

Morgan Stanley New York Tax- Free         05/31/97, as amended on          0.47% of the portion of the daily net assets not
   Income Fund                            04/30/98                         exceeding $500 million; and 0.445% of the portion of the
                                                                           daily net assets exceeding $500 million.

Morgan Stanley Income Trust               05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          04/30/98                         exceeding $500 million; 0.35% of the portion of the daily
                                                                           net assets exceeding $500 million but not exceeding
                                                                           $1.25 billion; and 0.22% of the portion of the daily net
                                                                           assets exceeding $1.25 billion.


                                     Sch.A-2

                                            EFFECTIVE DATE OF AGREEMENT
                                            AND ANY AMENDMENTS ENTERED
           FIXED INCOME FUNDS                INTO PRIOR TO MAY 1, 2004                      INVESTMENT ADVISORY FEE
           ------------------             -------------------------------  -------------------------------------------------

Morgan Stanley Select Dimensions          05/31/97, as amended on          0.32% of the daily net assets.
   Investment Series--                    04/30/98

- - Flexible Income Portfolio

Morgan Stanley Series Funds

- -Morgan Stanley Commodities Alpha Fund    March 5, 2008                    0.80% of the daily net assets

- -Morgan Stanley Commodities Alpha Fund    March 5, 2008                    None
   (Cayman)Ltd.

Morgan Stanley Tax-Exempt Securities      05/31/97, as amended on          0.42% of the portion of the daily net assets not
   Trust                                  04/30/98, 05/01/02               exceeding $500 million; 0.345% of the portion of the
                                                                           daily net assets exceeding $500 million but not exceeding
                                                                           $750 million; 0.295% of the portion of the daily net
                                                                           assets exceeding $750 million but not exceeding
                                                                           $1 billion; 0.27% of the portion of the daily net assets
                                                                           exceeding $1 billion but not exceeding $1.25 billion;
                                                                           0.245% of the portion of the daily net assets exceeding
                                                                           $1.25 billion but not exceeding $2.5 billion; and 0.22%
                                                                           of the portion of the daily net assets exceeding
                                                                           $2.5 billion.

Morgan Stanley U.S. Government            05/31/97, as amended on          0.42% of the portion of the daily net assets not
   Securities Trust                       04/30/98                         exceeding $1 billion; 0.395% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.37% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.345% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.32% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $5 billion; 0.295% of the
                                                                           portion of the daily net assets exceeding $5 billion but
                                                                           not exceeding $7.5 billion; 0.27% of the portion of the
                                                                           daily net assets exceeding $7.5 billion but not exceeding
                                                                           $10 billion; 0.245% of the portion of the daily net
                                                                           assets exceeding $10 billion but not exceeding
                                                                           $12.5 billion; and 0.22% of the portion of the daily net
                                                                           assets


                                     Sch.A-3
                                            EFFECTIVE DATE OF AGREEMENT
                                            AND ANY AMENDMENTS ENTERED
           FIXED INCOME FUNDS                INTO PRIOR TO MAY 1, 2004                      INVESTMENT ADVISORY FEE
           ------------------             -------------------------------  -------------------------------------------------
                                                                           exceeding $12.5 billion.

Morgan Stanley Variable Investment
   Series--

- - High Yield Portfolio                    05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 million; 0.345% of the portion of the
                                                                           daily net assets exceeding $500 million but not exceeding
                                                                           $750 million; 0.295% of the portion of the daily net
                                                                           assets exceeding $750 million but not exceeding
                                                                           $1 billion; 0.27% of the portion of the daily net assets
                                                                           exceeding $1 billion but not exceeding $2 billion; 0.245%
                                                                           of the portion of the daily net assets exceeding
                                                                           $2 billion but not exceeding $3 billion; and 0.22% of the
                                                                           portion of the daily net assets exceeding $3 billion.

- - Income Plus Portfolio                   05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 million; 0.35% of the portion of the daily
                                                                           net assets exceeding $500 million but not exceeding
                                                                           $1.25 billion; and 0.22% of the portion of the daily net
                                                                           assets exceeding $1.25 billion.

- - Limited Duration Portfolio              05/31/97, as amended on          0.30% of the daily net assets.
                                          05/01/98, 05/01/99, 05/01/00


                                     Sch.A-4

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
Morgan Stanley Balanced Fund              05/31/97, as amended on          0.52% of the portion of the daily net assets not
                                          04/30/98, 05/01/99               exceeding $500 million; and 0.495% of the portion of the
                                                                           daily net assets exceeding $500 million.

Morgan Stanley Capital Opportunities      06/28/99                         0.67% of the portion of the daily net assets not
   Trust                                                                   exceeding $500 million; 0.645% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $2 billion; 0.62% of the portion of the daily
                                                                           net assets exceeding $2 billion but not exceeding
                                                                           $3 billion; and 0.595% of the portion of the daily net
                                                                           assets exceeding $3 billion.

Morgan Stanley Dividend Growth            05/31/97, as amended on          0.545% of the portion of the daily net assets not
   Securities Inc.                        04/30/98                         exceeding $250 million; 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million but not
(Maryland corporation)                                                     exceeding $1 billion; 0.395% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; 0.37% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $3 billion;
                                                                           0.345% of the portion of the daily net assets exceeding
                                                                           $3 billion but not exceeding $4 billion; 0.32% of the
                                                                           portion of the daily net assets exceeding $4 billion but
                                                                           not exceeding $5 billion; 0.295% of the portion of the
                                                                           daily net assets exceeding $5 billion but not exceeding
                                                                           $6 billion; 0.27% of the portion of the daily net assets
                                                                           exceeding $6 billion but not exceeding $8 billion;
                                                                           0.245% of the portion exceeding $8 billion but not
                                                                           exceeding $10 billion; 0.22% of the portion of the daily
                                                                           net assets exceeding $10 billion but not exceeding
                                                                           $15 billion; and 0.195% of the portion of the daily net
                                                                           assets exceeding $15 billion.

Morgan Stanley Equally-Weighted S&P       05/31/97, as amended on          0.12% of the portion of the daily net assets not
   500 Fund                               05/01/98                         exceeding $2 billion; and 0.10% of the portion of the
                                                                           daily net assets exceeding $2 billion.


                                     Sch.A-5

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
Morgan Stanley European Equity Fund       05/31/97, as amended on          0.87% of the portion of the daily net assets not
   Inc.                                   04/30/98, 12/01/98, 05/01/00     exceeding $500 million; 0.82% of the portion of the
                                                                           daily net assets exceeding $500 million but not
(Maryland corporation)                                                     exceeding $2 billion; 0.77% of the portion of the daily
                                                                           net assets exceeding $2 billion but not exceeding
                                                                           $3 billion; and 0.745% of the portion of the daily net
                                                                           assets exceeding $3 billion.

Morgan Stanley Focus Growth Fund          05/31/97                         0.545% of the portion of the daily net assets not
                                                                           exceeding $250 million; 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million but not
                                                                           exceeding $2.5 billion; 0.395% of the portion of the
                                                                           daily net assets exceeding $2.5 billion but not
                                                                           exceeding $3.5 billion; 0.37% of the portion of the
                                                                           daily net assets exceeding $3.5 billion but not
                                                                           exceeding $4.5 billion; and 0.345% of the portion of the
                                                                           daily net assets exceeding $4.5 billion.

Morgan Stanley Fundamental Value Fund     08/19/02                         0.67% of the portion of the daily net assets not
                                                                           exceeding $500 million; and 0.62% of the portion of the
                                                                           daily net assets exceeding $500 million.

Morgan Stanley Global Advantage Fund      11/06/97, as amended on          0.57% of the portion of the daily net assets not
                                          05/01/98                         exceeding $1.5 billion; and 0.545% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.

Morgan Stanley Global Dividend Growth     05/31/97, as amended on          0.67% of the portion of the daily net assets not
   Securities                             05/01/98                         exceeding $1 billion; 0.645% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.62% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2.5 billion; 0.595% of the portion of the daily net
                                                                           assets exceeding $2.5 billion but not exceeding
                                                                           $3.5 billion; 0.57% of the portion of the daily net
                                                                           assets exceeding $3.5 billion but not exceeding
                                                                           $4.5 billion; and 0.545% of the portion of the daily net
                                                                           assets exceeding $4.5 billion.


                                     Sch.A-6

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
Morgan Stanley Global Infrastructure      05/31/97, as amended on          0.57% of the portion of the daily net assets not
   Fund                                   04/30/98                         exceeding $500 million; 0.47% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $1 billion; 0.445% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.42% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2.5 billion; 0.395% of the portion of the daily net
                                                                           assets exceeding $2.5 billion but not exceeding
                                                                           $3.5 billion; 0.37% of the portion of the daily net
                                                                           assets exceeding $3.5 billion but not exceeding
                                                                           $5 billion; and 0.345% of the portion of the daily net
                                                                           assets exceeding $5 billion.

Morgan Stanley Health Sciences Trust      05/31/97, as amended on          0.92% of the portion of the daily net assets not
                                          04/30/98, 05/01/01               exceeding $500 million; 0.87% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $1 billion; and 0.845% of the portion of the
                                                                           daily net assets exceeding $1 billion.

Morgan Stanley International Fund         05/04/99, as amended on          0.65% of the portion of the daily net assets not
                                          05/01/01                         exceeding $1 billion; and 0.60% of the portion of the
                                                                           daily net assets exceeding $1 billion.

Morgan Stanley International Value        02/14/01                         0.80% of the daily net assets.
   Equity Fund

Morgan Stanley Mid Cap Growth Fund        05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          04/30/98                         exceeding $500 million; and 0.395% of the portion of the
                                                                           daily net assets exceeding $500 million.

Morgan Stanley Mid-Cap Value Fund         05/16/01                         0.72% of the portion of daily net assets not exceeding
                                                                           $1 billion; and 0.65% of the portion of daily net assets
                                                                           exceeding $1 billion.

Morgan Stanley Natural Resource           05/31/97, as amended on          0.545% of the portion of the daily net assets not
   Development Securities Inc.            04/30/98                         exceeding $250 million; and 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million.


                                     Sch.A-7

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
Morgan Stanley Pacific Growth Fund Inc.   05/31/97, as amended on          0.87% of the portion of the daily net assets not
                                          04/30/98, 11/01/98               exceeding $1 billion; 0.82% of the portion of the daily
(Maryland corporation)                                                     net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; and 0.77% of the portion of the daily net
                                                                           assets exceeding $2 billion.

Morgan Stanley Real Estate Fund           02/09/99                         0.80% of the portion of the daily net assets not
                                                                           exceeding $500 million; 0.75% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $1 billion; and 0.70% of the portion of the
                                                                           daily net assets exceeding $1 billion.
Morgan Stanley Select Dimensions
Investment Series-

- - Balanced Portfolio                      05/31/97, as amended on          0.52% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/10/00     exceeding $500 million; and 0.495% of the portion of the
                                                                           daily net assets exceeding $500 million.

- - Capital Growth Portfolio                05/31/97, as amended on          0.50% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $1 billion; 0.45% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; 0.40% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $3 billion; and
                                                                           0.35% of the portion of the daily net assets exceeding
                                                                           $3 billion.

- - Capital Opportunities Portfolio         05/31/97, as amended on          0.67% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $500 million; 0.645% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $2 billion; 0.62% of the portion of the daily
                                                                           net assets exceeding $2 billion but not exceeding
                                                                           $3 billion; and 0.595% of the portion of the daily net
                                                                           assets exceeding $3 billion.


                                     Sch.A-8

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
- - Dividend Growth Portfolio               05/31/97, as amended on          0.545% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $250 million; 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million but not
                                                                           exceeding $1 billion; 0.395% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; and 0.37% of the portion of the daily net
                                                                           assets exceeding $2 billion.

- - Equally-Weighted S&P 500 Portfolio      05/31/97, as amended on          0.12% of the portion of the daily net assets not
                                          04/30/98                         exceeding $2 billion; and 0.10% of the portion of the
                                                                           daily net assets exceeding $2 billion.

- - Focus Growth Portfolio                  05/31/97, as amended on          0.545% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $250 million; 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million but not
                                                                           exceeding $2.5 billion; 0.395% of the daily net assets
                                                                           exceeding $2.5 billion but not exceeding $3.5 billion,
                                                                           0.37% of the portion of the daily net assets exceeding
                                                                           $3.5 billion but not exceeding $4.5 billion; and 0.345%
                                                                           of the portion of the daily net assets exceeding
                                                                           $4.5 billion.

- - Global Equity Portfolio                 05/31/97, as amended on          0.92% of the daily net assets.
                                          03/02/98, 05/01/98, 05/01/00

- - Global Infrastructure Portfolio         05/31/97, as amended on          0.57% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $500 million; 0.47% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $1 billion; 0.445% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.42% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2.5 billion; 0.395% of the portion of the daily net
                                                                           assets exceeding $2.5 billion but not exceeding
                                                                           $3.5 billion; 0.37% of the portion of the daily net
                                                                           assets exceeding $3.5 billion but not exceeding
                                                                           $5 billion; and 0.345% of the portion of the daily net
                                                                           assets exceeding $5 billion.


                                     Sch.A-9

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
- -Mid Cap Growth Portfolio                 05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $500 million; and 0.395% of the portion of the
                                                                           daily net assets exceeding $500 million.

Morgan Stanley Series Funds
- -Morgan Stanley U.S. Multi-Cap Alpha      06/26/08                         0.78% of the portion of the daily net assets not
Fund                                                                       exceeding $1 billion; 0.750% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding $2
                                                                           billion; and 0.725% of the portion of the daily net
                                                                           assets exceeding $2 billion.

Morgan Stanley S&P 500 Index Fund         07/28/97, as amended on          0.12% of the portion of the daily net assets not
                                          04/30/98, 05/01/99, 05/01/04     exceeding $2 billion; and 0.10% of the portion of the
                                                                           daily net assets exceeding $2 billion.

                                                                           The Investment Adviser has agreed 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 fees under this Agreement and the Administration
                                                                           Agreement 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 fees under this
                                                                           Agreement and the Administration Agreement below 0.20%
                                                                           of the Fund's average daily net assets.

Morgan Stanley Small-Mid Special Value    04/04/02                         0.67% of the daily net assets.
   Fund

Morgan Stanley Special Growth Fund        06/28/99, as amended on          0.92% of the portion of the daily net assets not
                                          05/01/00                         exceeding $1 billion; 0.85% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; and 0.80% of the portion of the daily net
                                                                           assets exceeding $1.5 billion.

Morgan Stanley Special Value Fund         05/31/97, as amended on          0.67% of the portion of the daily net assets not
                                          04/30/98, 05/01/99 05/01/02      exceeding $500 million; 0.645% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $1 billion; and 0.62% of the portion of the
                                                                           daily net assets exceeding $1 billion.


                                    Sch.A-10

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
Morgan Stanley Strategist Fund            05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          05/01/98, 05/01/00               exceeding $1.5 billion; and 0.395% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.

Morgan Stanley Technology Fund            05/31/97, as amended on          0.67% of the portion of the daily net assets not
                                          04/30/98, 05/01/00               exceeding $500 million; 0.645% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $3 billion; and 0.62% of the portion of the
                                                                           daily net assets exceeding $3 billion.

Morgan Stanley Value Fund                 07/22/98, as amended on          0.42% of the portion of daily net assets not exceeding
                                          05/01/02, 05/01/04               $1 billion; 0.37% of the portion of the daily net assets
                                                                           exceeding $1 billion but not exceeding $2 billion; 0.32%
                                                                           of the portion of the daily net assets exceeding
                                                                           $2 billion but not exceeding $3 billion; and 0.27% of
                                                                           the portion of the daily net assets exceeding $3 billion.

Morgan Stanley Variable Investment
   Series-

- - Aggressive Equity Portfolio             05/31/97, as amended on          0.67% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 million; 0.645% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $2 billion; 0.62% of the portion of the daily
                                                                           net assets exceeding $2 billion but not exceeding
                                                                           $3 billion; and 0.595% of the portion of the daily net
                                                                           assets exceeding $3 billion.

- - Capital Opportunities Portfolio         05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $1 billion; 0.395% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; and 0.37% of the portion of the daily net
                                                                           assets exceeding $2 billion.

- - Dividend Growth Portfolio               05/31/97, as amended on          0.545% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $250 million; 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million but not
                                                                           exceeding $1 billion; 0.395% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; and 0.37% of the portion of the daily net
                                                                           assets exceeding $2 billion.


                                    Sch.A-11

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
- - European Equity Portfolio               05/31/97, as amended on          0.87% of the portion of daily net assets not exceeding
                                          05/01/98, 05/01/99, 05/01/00     $500 million; 0.82% of the portion of daily net assets
                                                                           exceeding $500 million but not exceeding $2 billion;
                                                                           0.77% of the portion of the daily net assets exceeding
                                                                           $2 billion but not exceeding $3 billion; and 0.745% of
                                                                           the portion of the daily net assets exceeding $3 billion.

- - Global Advantage Portfolio              05/31/97, as amended on          0.57% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $1.5 billion; and 0.545% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.

- - Global Dividend Growth Portfolio        05/31/97, as amended on          0.67% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $1 billion; 0.645% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.62% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2.5 billion; 0.595% of the portion of the daily net
                                                                           assets exceeding $2.5 billion but not exceeding
                                                                           $3.5 billion; 0.57% of the portion of the daily net
                                                                           assets exceeding $3.5 billion but not exceeding
                                                                           $4.5 billion; and 0.545% of the portion of the daily net
                                                                           assets exceeding $4.5 billion.

- - Global Infrastructure Portfolio         05/31/97, as amended on          0.57% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 million; 0.47% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $1 billion; 0.445% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.42% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2.5 billion; 0.395% of the portion of the daily net
                                                                           assets exceeding $2.5 billion but not exceeding
                                                                           $3.5 billion; 0.37% of the portion of the daily net
                                                                           assets exceeding $3.5 billion but not exceeding
                                                                           $5 billion; and 0.345% of the portion of the daily net
                                                                           assets exceeding $5 billion.

- - Income Builder Portfolio                05/31/97, as amended on          0.67% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 million; and 0.645% of the portion of the
                                                                           daily net assets exceeding $500 million.


                                    Sch.A-12

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  -------------------------------------------------
- - S&P 500 Index Portfolio                 05/31/97, as amended on          0.12% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00,    exceeding $2 billion; and 0.10% of the portion of the
                                          05/01/04                         daily net assets exceeding $2 billion.

                                                                           The Investment Adviser has agreed to cap the Portfolio's
                                                                           operating expenses (except for brokerage and 12b-1 fees)
                                                                           by assuming the Portfolio's "other expenses" and/or
                                                                           waiving its fees under this Agreement and the
                                                                           Administration Agreement to the extent such operating
                                                                           expenses exceed on an annualized basis 0.40% of the
                                                                           average daily net assets of the Portfolio, which may
                                                                           reduce the fees under this Agreement and the
                                                                           Administration Agreement below 0.20% of the Portfolio's
                                                                           average daily net assets.

- - Strategist Portfolio                    05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $1.5 billion; and 0.395% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.


                                    Sch.A-13

           MONEY MARKET FUNDS
           ------------------
Active Assets California Tax-Free Trust   05/31/97, as amended on          0.45% of the portion of the daily net assets not
                                          04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.25% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.225% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $3 billion; and 0.20% of
                                                                           the portion of the daily net assets exceeding $3 billion

Active Assets Government Securities       05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Trust                                  04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.25% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.225% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $3 billion; and 0.20% of
                                                                           the portion of the daily net assets exceeding $3 billion.

Active Assets Institutional Government    03/08/02                         0.10% of the daily net assets.
   Securities Trust
                                                                           On an ongoing basis, the Investment Adviser has agreed
                                                                           under this 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 fees under this
                                                                           Agreement and the Administration Agreement below 0.15%
                                                                           for the Fund.


                                    Sch.A-14

           MONEY MARKET FUNDS
           ------------------
Active Assets Institutional Money Trust   01/06/00                         0.10% of the daily net assets.

                                                                           On an ongoing basis, the Investment Adviser has agreed
                                                                           under this 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 fees under this
                                                                           Agreement and the Administration Agreement below 0.15%
                                                                           for the Fund.

Active Assets Money Trust                 05/31/97, as amended on          0.45% of the portion of the daily net assets not
                                          04/30/98, 05/01/99, 05/01/01,    exceeding $250 million; 0.375% of the portion of the
                                          05/01/02                         daily net assets exceeding $250 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1.25 billion; 0.30% of the portion of the
                                                                           daily net assets exceeding $1.25 billion but not
                                                                           exceeding $1.5 billion; 0.275% of the portion of the
                                                                           daily net assets exceeding $1.5 billion but not
                                                                           exceeding $1.75 billion; 0.25% of the portion of the
                                                                           daily net assets exceeding $1.75 billion but not
                                                                           exceeding $2.25 billion; 0.225% of the portion of the
                                                                           daily net assets exceeding $2.25 billion but not
                                                                           exceeding $2.75 billion; 0.20% of the portion of the
                                                                           daily net assets exceeding $2.75 billion but not
                                                                           exceeding $15 billion; 0.199% of the portion of the
                                                                           daily net assets exceeding $15 billion but not exceeding
                                                                           $17.5 billion; 0.198% of the portion of the daily net
                                                                           assets exceeding $17.5 billion but not exceeding
                                                                           $25 billion; 0.197% of the portion of the daily net
                                                                           assets exceeding $25 billion but not exceeding
                                                                           $30 billion; and 0.196% of the portion of the daily net
                                                                           assets exceeding $30 billion.

Active Assets Tax-Free Trust              05/31/97, as amended on          0.45% of the portion of the daily net assets not
                                          04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not


                                    Sch.A-15

           MONEY MARKET FUNDS
           ------------------
                                                                           exceeding $2 billion; 0.25% of the portion of the daily
                                                                           net assets exceeding $2 billion but not exceeding $2.5
                                                                           billion; 0.225% of the portion of the daily net assets
                                                                           exceeding $2.5 billion but not exceeding $3 billion;
                                                                           0.20% of the portion of the daily net assets exceeding $3
                                                                           billion but not exceeding $15 billion; and 0.199% of the
                                                                           portion of daily net assets exceeding $15 billion.

Morgan Stanley California Tax- Free       05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Daily Income Trust                     04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.25% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.225% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $3 billion; and 0.20% of
                                                                           the portion of the daily net assets exceeding $3 billion.

Morgan Stanley Liquid Asset Fund Inc.     05/31/97, as amended on          0.45% of the portion of the daily net assets not
(Maryland Corporation)                    04/30/98, 05/01/01, 05/01/02     exceeding $250 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $250 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1.25 billion; 0.30% of the portion of the
                                                                           daily net assets exceeding $1.25 billion but not
                                                                           exceeding $1.5 billion; 0.275% of the portion of the
                                                                           daily net assets exceeding $1.5 billion but not
                                                                           exceeding $1.75 billion; 0.25% of the portion of the
                                                                           daily net assets exceeding $1.75 billion but not
                                                                           exceeding $2.25 billion; 0.225% of the portion of the
                                                                           daily net assets exceeding $2.25 billion but not
                                                                           exceeding $2.75 billion; 0.20% of the portion of the
                                                                           daily net assets exceeding $2.75 billion but not
                                                                           exceeding $15 billion; 0.199% of the portion of the
                                                                           daily net assets exceeding $15 billion but not exceeding
                                                                           $17.5 billion; 0.198% of the portion of the daily net
                                                                           assets exceeding $17.5 billion but not exceeding
                                                                           $25 billion; 0.197% of the portion of the daily net
                                                                           assets exceeding


                                    Sch.A-16

           MONEY MARKET FUNDS
           ------------------
                                                                           $25 billion but not exceeding $30 billion; and 0.196% of
                                                                           the portion of the daily net assets exceeding $30
                                                                           billion.

Morgan Stanley New York Municipal         05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Money Market Trust                     04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.25% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.225% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $3 billion; and 0.20% of
                                                                           the portion of the daily net assets exceeding $3 billion.

Morgan Stanley Select Dimensions          05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Investment Series-                     03/02/98, 05/01/98, 05/01/00     exceeding $250 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $250 million but not
- - Money Market Portfolio                                                   exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1.25 billion; 0.30% of the portion of the
                                                                           daily net assets exceeding $1.25 billion but not
                                                                           exceeding $1.5 billion; and 0.275% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.

Morgan Stanley Tax-Free Daily Income      05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Trust                                  04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.25% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.225% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $3 billion; 0.20% of the
                                                                           portion of daily net assets exceeding $3 billion but not
                                                                           exceeding $15 billion; and 0.199% of the


                                    Sch.A-17

           MONEY MARKET FUNDS
           ------------------
                                                                           portion of the daily net assets exceeding $15 billion.

Morgan Stanley U.S. Government Money      05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Market Trust                           04/30/98                         exceeding $500 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $500 million but not
                                                                           exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1 billion; 0.30% of the portion of the daily
                                                                           net assets exceeding $1 billion but not exceeding
                                                                           $1.5 billion; 0.275% of the portion of the daily net
                                                                           assets exceeding $1.5 billion but not exceeding
                                                                           $2 billion; 0.25% of the portion of the daily net assets
                                                                           exceeding $2 billion but not exceeding $2.5 billion;
                                                                           0.225% of the portion of the daily net assets exceeding
                                                                           $2.5 billion but not exceeding $3 billion; and 0.20% of
                                                                           the portion of the daily net assets exceeding $3 billion.

Morgan Stanley Variable Investment        05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Series-                                05/01/98, 05/01/99, 05/01/00     exceeding $250 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $250 million but not
- - Money Market Portfolio                                                   exceeding $750 million; 0.325% of the portion of the
                                                                           daily net assets exceeding $750 million but not
                                                                           exceeding $1.25 billion; 0.30% of the portion of the
                                                                           daily net assets exceeding $1.25 billion but not
                                                                           exceeding $1.5 billion; and 0.275% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.


                                    Sch.A-18

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 Municipal     05/31/97   0.27% of the average weekly net assets.
Income Trust

Morgan Stanley California Quality Municipal     05/31/97   0.27% of the average weekly net assets.
Securities

Morgan Stanley Income Securities Inc.           05/31/97   0.42% of the portion of average weekly
(Maryland corporation)                                     net assets not exceeding $500 million;
                                                           and 0.35% of the portion of average
                                                           weekly net assets exceeding $500
                                                           million.

Morgan Stanley Insured California Municipal     05/31/97   0.27% of the average weekly net assets.
Securities

Morgan Stanley Insured Municipal Bond Trust     05/31/97   0.27% of the average weekly net assets.

Morgan Stanley Insured Municipal Income Trust   05/31/97   0.27% of the average weekly net assets.

Morgan Stanley Insured Municipal Securities     05/31/97   0.27% of the average weekly net assets.

Morgan Stanley Insured Municipal Trust          05/31/97   0.27% of the average weekly net assets.

Morgan Stanley Municipal Income Opportunities   05/31/97   0.50% of the average weekly net assets.
Trust

Morgan Stanley Municipal Income Opportunities   05/31/97   0.50% of the average weekly net assets.
Trust II

Morgan Stanley Municipal Income Opportunities   05/31/97   0.50% of the average weekly net assets.
Trust III

Morgan Stanley Municipal Premium Income Trust   05/31/97   0.40% of the average weekly net assets.

Morgan Stanley New York Quality Municipal       05/31/97   0.27% of the average weekly net assets.
Securities

Morgan Stanley Quality Municipal Securities     05/31/97   0.27% of the average weekly net assets.

Morgan Stanley Quality Municipal Income Trust   05/31/97   0.27% of the average weekly net assets.

Morgan Stanley Quality Municipal Investment     05/31/97   0.27% of the average weekly net assets.
Trust

- ----------
*    In addition, for purposes of this calculation, an amount up to the
     aggregate amount of any other borrowings may be included in the Fund's
     advisory fee calculation.


                                    Sch.A-19

                                     ANNEX 1

LIST OF FUNDS FOR WHICH THE CURRENT INVESTMENT MANAGEMENT AGREEMENT SPECIFIES
SECTION 2 IS APPLICABLE:

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Fundamental Value Fund

Morgan Stanley International Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley Mid-Cap Value Fund

Morgan Stanley Select Dimensions Investment Series

Morgan Stanley Small-Mid Special Value Fund

Morgan Stanley Special Growth Fund


                                      A-1-1

                                     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 ADVISORY FEE UNDER THIS AGREEMENT AND ADMINISTRATIVE
FEE UNDER THE ADMINISTRATION AGREEMENT*:

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 Municipal Premium Income 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

- ----------
*    In addition, for purposes of this calculation, an amount up to the
     aggregate amount of any other borrowings may be included in the Fund's
     advisory fee calculation.

                                      A-3-1

                                     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 Focus Growth Fund

Morgan Stanley Balanced 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 Dividend Growth Securities Inc.

Morgan Stanley Equally-Weighted S&P 500 Fund

Morgan Stanley European Equity Fund Inc.

Morgan Stanley Mortgage Securities Trust

Morgan Stanley Global Dividend Growth Securities

Morgan Stanley Global Infrastructure Fund

Morgan Stanley Health Sciences Trust

Morgan Stanley High Yield Securities Inc.

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 Adviser
          will pay to the Fund the greater of the excess as computed under (a)
          or (b).

Morgan Stanley Limited Duration Fund

Morgan Stanley Limited Duration U.S. Government Trust


                                      A-3-1

Morgan Stanley Limited Term Municipal Trust

Morgan Stanley Liquid Asset Fund Inc.

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:

     Balanced Portfolio, Capital Growth Portfolio, Dividend Growth Portfolio,
     Equally-Weighted S&P 500 Portfolio, Flexible Income Portfolio, Focus Growth
     Portfolio, Global Equity Portfolio, Global Infrastructure Portfolio, Mid
     Cap Growth Portfolio and Money 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

Morgan Stanley Strategist Fund

Morgan Stanley Tax-Exempt Securities Trust

Morgan Stanley Tax-Free Daily Income Trust

Morgan Stanley Technology Fund

Morgan Stanley U.S. Government Securities Trust

Morgan Stanley Variable Investment Series:

     Capital Opportunities Portfolio, Dividend Growth Portfolio, Global
     Infrastructure Portfolio, High Yield Portfolio, Income Plus Portfolio,
     Money Market Portfolio or Strategist 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 Equity Portfolio or Global Dividend 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


                                      A-3-2
-----END PRIVACY-ENHANCED MESSAGE-----