EX-99.77Q1 OTHR EXHB

                              MSDW ASSET MANAGEMENT
               CODE OF ETHICS FOR REGISTERED INVESTMENT COMPANIES

I.   INTRODUCTION

          This Code of Ethics (the "Code") applies to the registered investment
     companies (each, a "Fund" and collectively, the "Funds") advised or managed
     by any affiliate of Morgan Stanley Dean Witter & Co. (MSDW), except for any
     investment company (i) for which Van Kampen Asset Management acts as
     Investment Adviser or Investment Manager or (ii) that is sub-advised, but
     not advised by, an advisory affiliate of MSDW, in compliance with Rule
     17j-1 promulgated by the Securities and Exchange Commission ("SEC") under
     the Investment Company Act of 1940, as amended (the "1940 Act"). This Code
     covers all persons who are "Access Persons" of the Funds, as that term is
     defined in Rule 17j-1. To the extent that any such individuals are subject
     to compliance with the Code of Ethics of the Funds' Investment Adviser(s)
     or Investment Manager(s) (any such entity may be referred to as an
     "Investment Adviser"), and/or Sub-Adviser(s), as applicable, whose Codes
     have also been established pursuant to Rule 17j-1, compliance by such
     individuals with the provisions of the Code of the applicable Investment
     Adviser shall constitute compliance with this Code. The Code will only be
     effective for a Fund upon its adoption by that Fund's Board of Directors or
     Trustees pursuant to Rule 17j-1.

II.  PERSONAL TRANSACTIONS

     A.   REPORTS OF TRANSACTIONS - INDEPENDENT DIRECTORS/TRUSTEES

          A director or trustee of a Fund who is not an "interested person" of
     the Fund within the meaning of section 2(a)(19) of the1940 Act ("an
     Independent Director/Trustee") shall report quarterly to the Fund any
     personal transaction in a security if he or she knows or in the course of
     his/her duties as a Director/Trustee of the Fund, should have known that:
     the Fund has purchased or sold the same security, or the Fund's Investment
     Adviser considered purchasing or selling the same security, during the 15
     day period immediately before or after the Director/Trustee's transaction
     in the same security.

     B.   REPORTS OF TRANSACTIONS, BROKERAGE ACCOUNTS AND HOLDINGS - ACCESS
          PERSONS WHO ARE NOT INDEPENDENT DIRECTORS/TRUSTEES

          An Access Person who is not an Independent Director/Trustee of a Fund
     is subject to the Morgan Stanley Investment Management Code of Ethics and
     all of the requirements therein.

          Access Persons, among other requirements, shall report all non-exempt
     securities transactions and new brokerage accounts on a quarterly basis.
     Access Persons shall provide annually: (i) a listing of holdings of all
     securities beneficially owned as of December 31 of the preceding year,
     except securities exempt from reporting under Section II(D)(2) hereof,
     listing the title of the security, number of shares held, and principal
     amount of the security, (ii) the name of any broker dealer or financial
     institution where an account was maintained, as of December 31 of the
     preceding year (a current listing will also be required upon the
     effectiveness of this Code) and (iii) the date the Report is submitted by
     the Access Person. The information must be current as of a date not more
     than 30 days before the report is submitted.




          New Access Persons who are not Independent Directors/Trustees of a
     Fund will be required to provide a listing of all non-exempt securities
     holdings, with the information set forth above, as of the date of
     commencement of employment as well as a listing of all outside brokerage
     accounts no later than ten days after that person becomes an Access Person.


     C.   REPORTS OF TRANSACTIONS, BROKERAGE ACCOUNTS AND HOLDINGS - GENERAL

          Any quarterly report required under Section II(A) or B above must be
     made within ten days after the end of the calendar quarter in which the
     personal transaction occurred. The report may be made on the form provided
     by the applicable Fund's Investment Adviser or may consist of a broker
     statement that provides at least the same information.

          In the event that the Investment Adviser already maintains a record of
     the required information, an Access Person may satisfy this requirement by
     (i) confirming in writing (which may include e-mail) the accuracy and
     completeness of the record and disclosing the beneficial ownership of
     securities (if any) not listed on the account statement and (ii) recording
     the date of the confirmation. Copies of the Investment Advisers' forms,
     which may be revised at any time, are attached.

          The Compliance Group of a Fund's Investment Adviser will identify and
     advise all Access Persons of the Fund, including the Independent
     Directors/Trustees, subject to the reporting requirement under A or B
     above, of their reporting requirement. Each report required under Section
     II(A) or B above will be submitted for review by the applicable Compliance
     Group of the Investment Adviser.


     D.   DEFINITIONS AND EXEMPTIONS

          (1)  DEFINITIONS

          For purposes of this Code the term "personal transaction" means the
     purchase or sale, or other acquisition or disposition, of a security for
     the account of the individual making the transaction or for an account in
     which he or she has, or as a result of the transaction acquires, any direct
     or indirect beneficial ownership in a security.

          The term "beneficial ownership" shall be interpreted with reference to
     the definition contained in the provisions of Section 16 of the Securities
     Exchange Act of 1934, as amended. Generally, under Section 16, a person is
     regarded as having beneficial ownership of securities held in the name of:

          (a)  the individual; or

          (b)  a husband, wife or a minor child; or

          (c)  a relative sharing the same household; or

          (d)  other person if the Access Person:




               (i)   obtains benefits substantially equivalent to ownership of
                     the securities; or

               (ii)  can obtain ownership of the securities immediately or at
                     some future time; or

               (iii) can have investment discretion or otherwise can exercise
                     control.

          The term "Access Person" is defined by Rule 17j-1 under the 1940 Act
     as (i) any director, officer, or general partner of a fund or of a fund's
     investment adviser, or any employee of a fund or of a fund's investment
     adviser (or of any company in a Control relationship to the Fund or
     investment adviser) who, in connection with his or her regular functions or
     duties, participates in the selection of a fund's portfolio securities or
     who has access to information regarding a fund's future purchases or sales
     of portfolio securities; or (ii) any director, officer, or general partner
     of a principal underwriter who in the ordinary course of business, makes,
     participates in or obtains information regarding, the purchase or sale of
     securities for the fund for which the principal underwriter acts, or whose
     functions or duties in the ordinary course of business relate to the making
     of any recommendation to the fund regarding the purchase or sale of
     securities.

     (2)  EXEMPTIONS

     No report is required for a personal transaction in any of the following
     securities:

                     (i)   Direct Obligations of the United States
                           Government(1);

                     (ii)  Bank Certificates of Deposit;

                     (iii) Bankers' Acceptances;

                     (iv)  Commercial Paper;

                     (v)   High Quantity Short-Term Debt Investment (which for
                           these purposes are repurchase agreements and any
                           instrument that has a maturity at issuance of less
                           than 366 days that is rated in one of the two highest
                           categories by a Nationally Recognized Statistical
                           Rating Organization);

                     (vi)  Shares held in Non-Morgan Stanley/Van Kampen open-end
                           registered investment companies (mutual funds); and

                     (vii) Shares held in Morgan Stanley, Van Kampen and
                           Non-Morgan Stanley/Van Kampen Money Market Funds.

          Also, no report is required with respect to any account over which the
     Access Person has no influence or control.



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(1) Includes securities that carry full faith and credit of the U.S. government
for the timely payment of principal and interest, such as Ginnie Maes, U.S.
Savings Bonds, and U.S. Treasuries. For international offices, the equivalent
shares in fixed income securities issued by the government of their respective
jurisdiction; however such securities are subject to the initial and annual
reporting requirements of sub-section D.





III. CODE VIOLATIONS

          Any officer of a Fund who discovers a violation or apparent violation
     of this Code by an Access Person shall bring the matter to the attention of
     the Chief Executive Officer or General Counsel of the Fund who shall then
     report the matter to the Board of Directors or the Board of Trustees, as
     the case may be, of the Fund. The Board shall determine whether a violation
     has occurred and, if it so finds, may impose such sanctions, if any, as it
     considers appropriate.

IV.  ADMINISTRATION OF CODE OF ETHICS

          No less frequently than annually the Board of Directors or the Board
     of Trustees of each of the Funds shall be provided with a written report by
     each of the Funds and the applicable Investment Advisers (and, if
     applicable, the Sub-Adviser(s)), that describes any new issues arising
     under the Code, including information on material violations of the Code of
     Ethics or procedures and sanctions imposed, and certifies that each Fund
     and the Investment Advisers (and, if applicable, the Sub-Adviser(s)) have
     adopted procedures reasonably necessary to prevent Access Persons from
     violating the Code of Ethics.

EX-99.77Q1 OTHR EXHB

[MORGAN STANLEY LOGO]

                      MORGAN STANLEY INVESTMENT MANAGEMENT
                                 CODE OF ETHICS



EFFECTIVE XXXX XX, XXXX



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(Print Name)


     The investment advisors, advisors, distribution companies and related
service companies listed on the attached Schedule A that operate within Morgan
Stanley Investment Management (each; a "Covered Company" and collectively,
"Investment Management") have adopted this Code of Ethics (the "Code"). The
principal objectives of the Code are (i) to provide policies and procedures
consistent with applicable law and regulation, including Rule 17j-1 under the
Investment Company Act of 1940, as amended (the "1940 Act"), and Section 204 A
of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
(ii) to ensure that the personal trading and other business activities of
Employees of Investment Management (defined in Section III. below) are conducted
in a manner consistent with applicable law and regulation and the general
principles set forth in the Code.

     Employees of Investment Management are also subject to the "Morgan
Stanley Code of Conduct - Securities and Asset Management Businesses" (the
"Code of Conduct"), which can be found on the Morgan Stanley Today intranet site
at http://law.corp.msdw.com:8080/portal/cr/
code_of_conduct_securities_assetmgmt_12_7_00.pdf, and the Morgan Stanley Code of
Ethics and Business Practices, which can be found at
http://law.sso.corpms.com/portal/cr/finalcodeofethicselectronicversion.pdf.
Employees are reminded that they are also subject to other Morgan Stanley
Investment Management policies, including policies on insider trading, the
receipt of gifts, the handling of all internally distributed proprietary and
confidential information, Morgan Stanley Investment Management Senior Loan
Firewall Procedures, and service as a director of a publicly traded company. All
internally distributed information is proprietary and confidential information
and should not be discussed with people outside of Morgan Stanley Investment
Management or shared with anybody outside of the Investment Department.


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I.   Summary of Policy/Procedures

     The Code is designed to ensure that all acts, practices and courses of
     business engaged in by Employees are conducted in accordance with the
     highest possible standards and to prevent abuses or even the appearance of
     abuses by Employees relating to their personal trading and other business
     activity. The Code accomplishes this by requiring, among other things, that
     Employees:

          o    Pre-clear all personal securities transactions, including
               transactions in Morgan Stanley securities;

          o    Pre-clear the opening of brokerage and mutual fund accounts;

          o    Maintain such accounts at Morgan Stanley (exceptions may be
               granted in unusual circumstances by the Local Compliance Group);

          o    Report all securities transactions on a quarterly basis;

          o    Not enter into a personal transaction in a Covered Security
               (defined in Section V. below) if there is an open order to
               purchase or sell that Covered Security for a Fund or a Managed
               Account (defined in Section II. below);

          o    Not acquire any security in an initial public offering (IPO) or
               any other public underwriting;

          o    Not acquire any private placements unless special permission is
               obtained from the Code of Ethics Review Committee (defined in
               Section VI. below);

          o    Not serve on the board of any company without prior approval from
               the Code of Ethics Review Committee;

          o    Not sell Covered Securities at a profit unless the Covered
               Securities have been held for at least 60 days;

          o    Not sell Covered Securities under any circumstances unless the
               Covered Securities have been held for at least 30 days;

          o    Not purchase any Covered Security sold by the Employee within the
               previous 30 days;

          o    Not purchase any Covered Security sold by the Employee within the
               previous sixty days if the purchase price is lower than any sale
               price within the 60-day period;

          o    Report all holdings on an annual basis and certify annually that
               they have read and understand the provisions of the Code;

          o    Who are portfolio managers or analysts, or who report to a
               portfolio manager or analyst, not trade in a security if accounts
               they manage trade in the same security within the 7 days prior to
               or 7 days following the Employee's transaction;

          o    Are subject to the reporting requirements of Section V.
               subsection D. and the holding period restrictions contained in
               Section V. subsection B.2. with respect to transactions and
               holdings in shares of Morgan Stanley/Van Kampen open-end
               investment companies (mutual funds) and the prior approval
               restriction for opening of accounts for purchase of Morgan
               Stanley and Van Kampen open end


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               mutual funds as per Section V. subsection C.1.b, but are exempt
               from the pre-clearance requirement of Section V. subsection
               C.1.a. with respect to these funds;

          o    Are subject to the reporting requirements of Section V.
               subsection D. and the holding period restrictions contained in
               Section V. subsection B.2. with respect to transactions in Morgan
               Stanley and Van Kampen mutual funds within the Morgan Stanley
               401(k) Plan. However, these transactions are exempt from the
               pre-clearance requirement of Section V. subsection C.1.a.

     While the provisions of the Code, including exceptions to its general
     provisions, are more specifically described below, each Employee should
     note that with respect to their personal securities transactions,
     compliance with the Code is a matter of understanding the basic
     requirements set forth above and making sure that the steps the Employee
     takes with respect to each personal securities transaction, and their
     personal investment activity in general, are in accordance with these
     requirements. Employees with interpretative questions or any other
     questions are strongly urged to consult with their Local Compliance Group
     prior to taking the action in question.

II.  General Principles

     A.   Shareholder and Client Interests Come First

          Every Employee owes a fiduciary duty to the shareholders of registered
          investment companies (each; a "Fund" and collectively, the "Funds")
          and to the Managed Account Clients (defined as clients other than
          registered investment companies including unregistered investment
          companies, institutional clients and individuals). This means that in
          every decision relating to investments, every Employee must recognize
          the needs and interests of the Fund shareholders and the Managed
          Account Clients, and be certain that at all times the interests of the
          Fund shareholders and other Managed Account Clients are placed ahead
          of any personal interest.

     B.   Avoid Actual and Potential Conflicts of Interest

          The restrictions and requirements of the Code are designed to prevent
          behavior, which actually or potentially conflicts, or raises the
          appearance of actual or potential conflict, with the interests of the
          Fund shareholders or the Managed Account Clients. It is of the utmost
          importance that the Personal Securities Transactions of Employees
          (defined in Section V below) be conducted in a manner consistent with
          both the letter and spirit of the Code, including these principles, to
          ensure the avoidance of any such conflict of interest, or abuse of an
          individual's position of trust and responsibility.


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III. Access Persons

     "Access Persons" shall include all directors, officers, and employees of
     Investment Management as well as certain other persons falling within such
     definition under Rule 17j-1 under the 1940 Act and such other persons that
     may be so deemed by each Local Compliance Group from time to time, except
     those persons who are not officers and directors of an investment adviser
     under Morgan Stanley Investment Management and who meet the following
     criteria: (i) directors and officers of Morgan Stanley Distributors, Morgan
     Stanley Distribution, Morgan Stanley & Co., and Van Kampen Funds Inc. (each
     a "Distributor" and collectively, the "Distributors") that do not devote
     substantially all of their working time to the activities (including
     distribution activities) of an investment adviser under Morgan Stanley
     Investment Management; (ii) directors and officers of the Distributors that
     do not, in connection with their regular functions and duties, participate
     in, obtain information with respect to, or make recommendations as to, or
     purchase and sell securities on behalf of a Fund or a Managed Account
     Client; and (iii) directors and officers of the Distributors that do not
     have access to information regarding the day-to-day investment activities
     of Investment Management shall not be deemed Access Persons. Such persons
     are, however, subject to the Code of Conduct. The Local Compliance Group
     for each Covered Company will identify all Access Persons of Investment
     Management and notify them of their pre-clearance and reporting obligations
     at the time they become an Access Person. Access Persons will be referred
     to as "Employees" throughout the Code. Employees with questions concerning
     their status as Access Persons are urged to consult with their Local
     Compliance Group.

IV.  Grounds for Disqualification from Employment

     Pursuant to the terms of Section 9 of the 1940 Act, no director, officer or
     employee of a Covered Company may become, or continue to remain, an
     officer, director or employee without an exemptive order issued by the U.S.
     Securities and Exchange Commission if such director, officer or employee:

     A.   within the past ten years has been convicted of any felony or
          misdemeanor (i) involving the purchase or sale of any security; or
          (ii) arising out of their conduct as an underwriter, broker, dealer,
          investment adviser, municipal securities dealer, government securities
          broker, government securities dealer, transfer agent, or entity or
          person required to be registered under the U.S. Commodity Exchange
          Act, or as an affiliated person, salesman or employee of any
          investment company, bank, insurance company or entity or person
          required to be registered under the Commodity Exchange Act; or


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     B.   is or becomes permanently or temporarily enjoined by any court from:
          (i) acting as an underwriter, broker, dealer, investment adviser,
          municipal securities dealer, government securities broker, government
          securities dealer, transfer agent, or entity or person required to be
          registered under the U.S. Commodity Exchange Act, or as an affiliated
          person, salesman or employee of any investment company, bank,
          insurance company or entity or person required to be registered under
          the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any
          conduct or practice in connection with any such activity or in
          connection with the purchase or sale of any security.

     It is your obligation to immediately report any conviction or injunction
     falling within the foregoing provisions to the Chief Legal or Compliance
     Officer of Investment Management.

V.   Personal Securities Transactions

     A.   Prohibited Conduct

          No Employee shall buy or sell any "Covered Security" (defined as all
          securities, any option to purchase or sell, and any security
          convertible into or exchangeable for such securities, with the
          exception of those described in sub-section C.3. below) for his/her
          own account or for an account in which the individual has, or as a
          result of the transaction acquires, any direct or indirect "beneficial
          ownership" (referred to herein as a "Personal Securities Transaction")
          unless:

          1.   pre-clearance of the transaction has been obtained; and

          2.   the transaction is reported in writing to the Local Compliance
               Group in accordance with the requirements below.

     B.   Restrictions and Limitations on Securities Transactions

          Except where otherwise indicated, the following restrictions and
          limitations govern investments and securities transactions by
          Employees:

          1.   Covered Securities (defined in sub-section A. above), purchased
               may not be sold until at least 30 calendar days from the purchase
               trade date and may not be sold at a profit until at least 60
               calendar days from the purchase trade date. Covered Securities
               sold may not be repurchased until at least 30 calendar days from
               the sale trade date. In addition, Covered Securities sold may not
               be purchased at a lower price until at least 60 calendar days
               from the sale trade date. Any violation may result in
               disgorgement of all profits from the transactions as well as
               other possible sanctions.


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          2.   Morgan Stanley/Van Kampen open-end mutual funds purchased may not
               be sold, redeemed or exchanged until at least 60 calendar days
               from the purchase trade date. In the event of financial hardship,
               exceptions to this Policy may be granted, but only with the prior
               written approval of Compliance and the employee's supervisor and
               consistent with the Funds' prospectuses.

          3.   No short sales are permitted.

          4.   No transactions in options or futures are permitted, except that
               listed options may be purchased, and covered calls written. No
               option may be purchased or written if the expiration date is less
               than 60 calendar days from the date of purchase. No option
               position may be closed at a profit less than 60 calendar days
               from the date it is established.

          5.   No Employee may acquire any security in an initial public
               offering (IPO) or any other public underwriting. No Employee
               shall purchase shares of a registered investment company that is
               managed by a Covered Company if such investment company is not
               generally available to the public, unless the vehicle is designed
               for Morgan Stanley employees and there is no intention of it
               becoming public in the future.

          6a.  Private placements of any kind may only be acquired with special
               permission from the Code of Ethics Review and if approved, will
               be subject to monitoring by the Local Compliance Group. Any
               Employee wishing to request approval for private placements must
               complete a Private Placement Approval Request Form and submit the
               form to the Local Compliance Group. A copy of the Private
               Placement Approval Request Form, which may be revised from time
               to time, is attached as EXHIBIT A. Where the Code of Ethics
               Review Committee approves any acquisition of a private placement,
               its decision and reasons for supporting the decision will be
               documented in a written report, which is to be kept for five
               years by the Local Compliance Group after the end of the fiscal
               year in which the approval was granted.

          6b.  Any Employee who has a personal position in an issuer through a
               private placement must affirmatively disclose that interest if
               such person is involved in consideration of any subsequent
               investment decision by a Fund or Managed Account regarding any
               security of that issuer or its affiliate. In such event, the
               President or Chief Investment Officer of Investment Management
               shall independently determine the final investment decision.
               Written records of any such circumstance shall be sent to the
               Local


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               Compliance Group and maintained for a period of five years after
               the end of the fiscal year in which the approval was granted.

          Restrictions 7.a. and 7.b. apply only to portfolio managers and
          research analysts (and all persons reporting to portfolio managers and
          research analysts) of Investment Management. Restriction 7.c. applies
          only to personnel in the trading department of each Covered Company.

          7a.  No purchase or sale transaction may be made in any Covered
               Security by any portfolio manager or research analyst (or person
               reporting to a portfolio manager or research analyst) for a
               period of 7 calendar days before or after that Covered Security
               is bought or sold by any Fund (other than Morgan Stanley
               Value-Added Market Series, Morgan Stanley Select Dimensions
               Investment Series - Value-Added Market Portfolio, and Morgan
               Stanley index funds, or Portfolios) or any Managed Account (other
               than index-based Managed Accounts) for which such portfolio
               manager or research analyst (or person reporting to a portfolio
               manager or research analyst) serves in that capacity.

          7b.  The definition of portfolio manager shall also extend to any
               person involved in determining the composition of the portfolios
               of Funds that are UITs or who have knowledge of a composition of
               a UIT portfolio prior to deposit. These individuals shall not buy
               or sell a Covered Security within 7 calendar days before or after
               such Covered Security is included in the initial deposit of a UIT
               portfolio.

          7c.  No purchase or sale transaction may be made in any Covered
               Security traded through the appropriate Covered Company's trading
               desk(s) (as determined by the Local Compliance Group) by any
               person on that trading desk at the same time that any Fund (other
               than Morgan Stanley Value-Added Market Series, Morgan Stanley
               Select Dimensions Investment Series-Value-Added Market Portfolio,
               and Morgan Stanley index funds, or Portfolios) or any Managed
               Account (other than index-based Managed Accounts) has a pending
               purchase or sale order in that same Covered Security.

          7d.  Any transaction by persons described in sub-sections 7.a., 7.b.,
               and 7.c. above within such enumerated period may be required to
               be reversed, if applicable, and any profits or, at the discretion
               of the Code of Ethics Review Committee, any differential between
               the sale price of the Personal Security Transaction and the
               subsequent purchase or sale price by a relevant Fund or Managed
               Account during the enumerated period, will be subject to
               disgorgement; other sanctions may also be applied.


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          8.   No Employee shall purchase or sell any Covered Security which to
               their knowledge at the time of such purchase or sale: (i) is
               being considered for purchase or sale by a Fund or a Managed
               Account; or (ii) is being purchased or sold by a Fund or a
               Managed Account. With respect to portfolio managers and research
               analysts (and all persons reporting to portfolio managers and
               research analysts) of a Covered Company, no such persons may
               purchase shares of a closed-end investment company over which
               such person exercises investment discretion.

          9.   If a transaction is not executed on the day pre-clearance is
               granted, it is required that pre-clearance be sought again on a
               subsequent day (i.e., open orders, such as limit orders, good
               until cancelled orders and stop-loss orders, must be cleared each
               day until the transaction is effected).

          10.  Employees shall not participate in investment clubs.

          IMPORTANT: Regardless of the limited applicability of Restrictions
          7.a., 7.b., and 7.c. each Local Compliance Group monitors all
          transactions by Employees in all locations in order to ascertain any
          pattern of conduct that may evidence actual or potential conflicts
          with the principles and objectives of the Code, including a pattern of
          front-running. The Compliance Group of each Covered Company: (i) on a
          quarterly basis, will provide the Boards of Directors/Trustees of the
          Funds it manages with a written report that describes any issues that
          arose during the previous quarter under the Code and, if applicable,
          any Funds' Sub-Adviser's Code of Ethics, including but not limited to,
          information about material violations and sanctions imposed in
          response to the material violations; and (ii) on an annual basis, will
          certify that each Covered Company has adopted procedures reasonably
          necessary to prevent its Employees from violating the Code. Also, as
          stated elsewhere in this Code, any violation of the foregoing
          restrictions may result in disgorgement of all profits from the
          transactions as well as other possible sanctions.

     C.   Pre-Clearance Requirement

          1.   Procedures

               (a)  From Whom Obtained

                    All Employees are required to obtain pre-clearance of a
                    Personal Securities Transaction by: (i) confirming that no
                    open orders exist in the same or related security with the
                    appropriate trading desk(s)


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               (as determined by the Local Compliance Group); and (ii) having
               the transaction approved by the Local Compliance Group.

               Portfolio managers and research analysts (or persons reporting to
               portfolio managers or research analysts) of Investment Management
               seeking approval for a Personal Securities Transaction must
               obtain an additional approval signature from a designated Senior
               Portfolio Manager (prior to pre-clearance from the Local
               Compliance Group). Trading desk personnel at any Covered Company
               seeking approval for a Personal Securities Transaction must
               obtain an additional approval signature from their immediate
               supervisor prior to pre-clearance from the Local Compliance
               Group.

               A copy of the Personal Securities Transaction Approval Form,
               which may be revised from time to time, is attached as EXHIBIT B.

               Each Local Compliance Group has implemented procedures reasonably
               designed to monitor purchases and sales effected pursuant to
               these pre-clearance procedures.

          (b)  Permitted Brokerage Accounts

               All securities transactions must be made through a Morgan Stanley
               brokerage account(1). No other brokerage accounts are permitted
               unless special permission is obtained from the Local Compliance
               Group. If an Employee maintains an account(s) outside of Morgan
               Stanley, that Employee must transfer his/her account(s) to a
               Morgan Stanley brokerage account as soon as practical (generally
               thirty days or less). Failure to do so will be considered a
               significant violation of the Code. In the event permission to
               maintain an outside brokerage account is granted by the Local
               Compliance Group, it is the responsibility of the Employee to
               arrange for duplicate confirmations of all securities
               transactions and brokerage statements to be sent to the Local
               Compliance Group.

               Prior to opening a Morgan Stanley brokerage account, Employees
               must obtain approval from their Local Compliance Group. No
               Employee may open a brokerage account unless a completed and
               signed copy of a Morgan Stanley Employee Account Request Form is
               submitted to the Local Compliance Group for approval. A copy of
               the Morgan Stanley Employee Account Request Form, which may


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(1)  Morgan Stanley brokerage account shall mean an account with an affiliated
     Morgan Stanley broker in the Employee's local jurisdiction.


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               be revised from time to time, is attached as EXHIBIT C. After
               account has been opened, Employees are responsible for reporting
               their Morgan Stanley account number to the Local Compliance
               Group.

               The opening of an account for purchase of Morgan Stanley/ Van
               Kampen open-end mutual funds (other than participation in the
               Morgan Stanley 401(k) Plan) must be approved in advance by
               Compliance. Duplicate confirmations of all transactions and
               statements must be sent to the Local Compliance Group.

          (c)  Personal Securities Transaction Approval Form

               Pre-clearance must be obtained by completing and signing the
               Personal Securities Transaction Approval Form, provided for that
               purpose, and obtaining the proper pre-clearance signatures. The
               Approval Form must also indicate, as applicable, the name of the
               individual's financial advisor, the branch office numbers, as
               well as other required information.

               If an Employee has more than one account under his/her control,
               the Employee must indicate for which account the trade is
               intended on the Personal Securities Transaction Approval Form.
               Employees are required to have duplicate copies of their trade
               confirms and account statements (which can be electronically
               transmitted) sent to the Local Compliance Group for each account
               the Employee has, or as a result of the transaction acquires, any
               direct or indirect beneficial ownership (as defined in
               sub-section C.4. below).

          (d)  Filing

               After all required signatures are obtained, the Personal
               Securities Transaction Approval Form must be filed with the Local
               Compliance Group by noon of the day following execution of the
               trade for filing in the respective individual's Code of Ethics
               file. The Employee should retain a copy for his/her records. (The
               Local Compliance Group will also retain a copy of the form if a
               pre-clearance request is denied.)

     2.   Factors Considered in Pre-Clearance of Personal Securities
          Transactions

          In reviewing any trade for approval, the following factors, among
          others, will generally be considered in determining whether or not to
          clear a proposed transaction:


                                       10

[MORGAN STANLEY LOGO]


          (a)  Whether the amount or the nature of the transaction, or the
               person making it, is likely to affect the price or market of
               security that is held by a Fund or a Managed Account Client.

          (b)  Whether the purchase or sale transaction of the Covered Security
               by the Employee: (i) is being considered for purchase or sale by
               a Fund or a Managed Account; or (ii) is being purchased or sold
               by a Fund or a Managed Account Client.

          (c)  Whether the individual making the proposed purchase or sale is
               likely to benefit from purchases or sales being made or
               considered on behalf of any Fund or a Managed Account Client.

          (d)  Whether the transaction is non-volitional on the part of the
               individual.

          (e)  Whether the transaction is conducted in a manner that is
               consistent with the Code to avoid any potential for appearance of
               impropriety.

          In addition to the requirements set forth in the Code, the Local
          Compliance Group and/or, if applicable, designated Senior Portfolio
          Manager/immediate trading room supervisor (as appropriate), in keeping
          with the general principles and objectives of the Code, may refuse to
          grant pre-clearance of a Personal Securities Transaction in their sole
          discretion without being required to specify any reason for the
          refusal.

     3.   Exempt Securities

          (a)  The securities listed below are exempt from: (i) the restrictions
               of Section V., sub-sections B.1., B.2., B.7a-d. and B.8.; (ii)
               the pre-clearance requirements; and (iii) the initial, quarterly
               and annual reporting requirements. Accordingly, it is not
               necessary to obtain pre-clearance for Personal Securities
               Transactions in any of the following securities, nor is it
               necessary to report such securities in the quarterly transaction
               reports or the initial and annual securities holdings list:

               (i)    Direct obligations of the United States Government(2);

               (ii)   Bank Certificates of Deposit;

- ---------
(2)  Includes securities that carry full faith and credit of the U.S. government
     for the timely payment of principal and interest, such as Ginnie Maes, U.S.
     Savings Bonds, and U.S. Treasuries. For international offices, the
     equivalent shares in fixed income securities issued by the government of
     their respective jurisdiction; however such securities are subject to the
     initial and annual reporting requirements of sub-section D.


                                       11

[MORGAN STANLEY LOGO]


               (iii)  Bankers' Acceptances;

               (iv)   Commercial Paper; and

               (v)    High Quality Short-Term Debt Instruments (which for these
                      purposes are repurchase agreements and any instrument that
                      has a maturity at issuance of less than 366 days that is
                      rated in one of the two highest categories by a Nationally
                      Recognized Statistical Rating Organization).

               (vi)   Shares held in Morgan Stanley, Van Kampen and non-Morgan
                      Stanley money market Funds.

               (vii)  Shares held in non-Morgan Stanley/Van Kampen open-end
                      mutual funds.

          (b)  Transactions in redeemable Unit Investment Trusts are exempt from
               the restrictions contained in Section V., sub-sections B.1. ,
               B.6. and B.7 and the pre-clearance requirement of Section V.,
               sub-section C., but are subject to the initial, quarterly and
               annual reporting requirements of Section V. , sub-section D.

          (c)  Shares of Morgan Stanley/Van Kampen open-end mutual funds are
               exempt from the pre-clearance requirement of Section V.
               subsection C.1.a., but are subject to the account opening
               restrictions of Section V. subsection C.1.b, initial, quarterly
               and annual reporting requirements of Section V. subsection D. and
               the holding period restrictions contained in Section V.,
               sub-section B.2. Exchange Traded Funds ("ETFs") and closed-end
               funds must be pre-cleared and are subject to all other reporting
               requirements.

          (d)  All Employees wishing to participate in an issuer's direct stock
               purchase plan or automatic dividend reinvestment plans must
               submit a memorandum to the Local Compliance Group stating the
               name and the amount to be invested in the plan. Any sale
               transactions from an automatic dividend reinvestment plan must be
               pre-approved. Purchases under an issuer's direct stock purchase
               plan or automatic dividend reinvestment plan are exempt from the
               restrictions contained in sub-sections B.1. , B.7a-d. and B.8.
               and the pre-clearance requirement but are subject to the initial,
               quarterly and annual reporting requirements.

          (e)  Holdings and transactions in MWD stock(3) are subject to the
               initial, quarterly and annual reporting requirements as well as
               the 30-day holding period restriction and the 60-day short swing
               profit restriction

- ------------
(3)  In connection with the sale of MWD stock, periodic purchases through
     employer sponsored equity purchase plans shall not be looked to in
     calculating the 30-day holding period restriction or the 60-day short swing
     profit restriction.


                                       12

[MORGAN STANLEY LOGO]


               and the pre-clearance requirements described above. The
               restrictions imposed by Morgan Stanley on Senior Management and
               other persons in connection with transactions in MWD stock are in
               addition to this Code, and must be observed to the extent
               applicable. Employees are required to read the Code of Conduct
               for a listing of specific restrictions and limitations relating
               to the purchase or sale of MWD stock.

          (f)  Transactions in Morgan Stanley and Van Kampen mutual funds within
               the Morgan Stanley 401(k) Plan(4) are exempt from the
               pre-clearance requirement of Section V. subsection C, but are
               subject to the initial, quarterly and annual reporting
               requirements of Section V. subsection D. and the holding period
               restrictions contained in Section V., sub-section B.2.

          (g)  Employees may maintain fully discretionary accounts managed by
               either an internal or external registered investment adviser
               provided that each of the following conditions are met: (i) the
               investment program is offered by Morgan Stanley; (ii) the
               portfolio manager's strategy/investment discipline/investment
               program offered/utilized is the same for both Employee and
               non-Employee client accounts; (iii) written permission is
               obtained from the Director of Compliance and the Chief Investment
               Officer (or their designees) prior to opening a fully
               discretionary account; (iv) written certification is obtained
               stating that there will be no communication between the portfolio
               manager and the Employee with regard to investment decisions
               prior to execution; and (v) Employee accounts will be treated no
               differently from non-Employee accounts. The Employee must
               designate duplicate copies of trade confirmations and statements
               to be sent to the Compliance Department. To the extent that an
               Employee directs trades for tax purposes, that Employee shall
               obtain pre-clearance for each transaction from his/her Local
               Compliance Group.

     4.   Accounts Covered

          An Employee must obtain pre-clearance for any Personal Securities
          Transaction if such Employee has, or as a result of the transaction
          acquires, any direct or indirect beneficial ownership in the security.

          The term "beneficial ownership" shall be interpreted with reference to
          the definition contained in the provisions of Section 16 of the
          Securities

- -------------
(4)  This includes Morgan Stanley Retirement Plans that are equivalent to 401(k)
     Plans in jurisdictions outside the United States.


                                       13

[MORGAN STANLEY LOGO]


          Exchange Act of 1934. Generally, a person is regarded as having
          beneficial ownership of securities held in the name of:

          (a)  the individual; or

          (b)  a husband, wife or a minor child; or

          (c)  a relative sharing the same house; or

          (d)  other person if the Employee:

               (i)   obtains benefits substantially equivalent to ownership of
                     the securities;

               (ii)  can obtain ownership of the securities immediately or at
                     some future time; or

               (iii) can have investment discretion or otherwise can exercise
                     control.

          The following circumstances constitute Beneficial Ownership by an
          Employee of securities held by a trust:

          (a)  Ownership of securities as a trustee where either the Employee or
               members of the Employee's immediate family have a vested interest
               in the principal or income of the trust.

          (b)  Estate or trust accounts in which the Employee has the power to
               effect investment decisions, unless a specific exemption is
               granted.

          (c)  Any Employee who is a settlor of a trust is required to comply
               with all the provisions of the Code, unless special exemption in
               advance is granted by the Local Compliance Group and: (i) the
               Employee does not have any direct or indirect beneficial interest
               in the trust; (ii) the Employee does not have the direct or
               indirect power to effect investment decisions for the trust, and
               (iii) the consent of all the beneficiaries is required in order
               for the Employee to revoke the trust.

          It is the responsibility of the Employee to arrange for duplicate
          confirmations of all securities transactions and statements to be sent
          to the Local Compliance Group. The final determination of beneficial
          ownership is a question to be determined in light of the facts of each
          particular case.


                                       14

[MORGAN STANLEY LOGO]


          If there are any questions as to beneficial ownership, please contact
          your Local Compliance Group.

     5.   Exemption from Pre-clearance Requirement

          Pre-clearance is not required for any account where the Employee does
          not have direct or indirect beneficial ownership. In case of doubt as
          to whether an account is covered by the Code, Employees must consult
          with their Local Compliance Group.

D.   Report of Transactions

     1.   Transactions and Accounts Covered

     (a)  All Personal Securities Transactions in Covered Securities, and all
          securities transactions in Morgan Stanley/Van Kampen open-end mutual
          funds must be reported in the next quarterly transaction report after
          the transaction is effected. The quarterly report shall contain the
          following information:

          (i)  The date of the transaction, the title, interest rate and
               maturity date (if applicable), number of shares and principal
               amount of each security involved;

          (ii) The nature of the transaction (i.e., purchase, sale, or any other
               type of acquisition or disposition);

          (iii) The price at which the purchase or sale was effected;

          (iv) The name of the broker, dealer, bank or other financial
               institution with, or through which, the purchase or sale was
               effected; and

          (v)  The date the report was submitted to the Local Compliance Group
               by such person.

          In addition, any new brokerage or Morgan Stanley/Van Kampen open-end
          mutual fund account(s) opened during the quarter without approval from
          the Local Compliance Group as well as the date(s) the account(s) was
          (were) opened must be reported. The report must contain the following
          information:

          (i)  The name of the broker, dealer, bank or other financial
               institution with whom the (i) account was established;


                                       15

[MORGAN STANLEY LOGO]


          (ii) The date the account was established; and

          (iii) The date the report was submitted to the Local Compliance Group.

     (b)  An Employee need not make a quarterly transaction report if he/she:
          (i) maintains only a Morgan Stanley brokerage account and/or Morgan
          Stanley 401(k) Plan and the report would duplicate information
          contained in the trade confirms, system generated reports or account
          statements received by the Local Compliance Group; and (ii) has not
          opened any new brokerage accounts or mutual fund accounts without
          obtaining approval from their Local Compliance Group during the
          quarter.

     2.   Time of Reporting

          (a)  Initial Listing of Securities Holdings and Brokerage and Morgan
               Stanley/Van Kampen Mutual Fund Accounts Report

               Each Employee must provide an Initial Listing of Securities
               Holdings and Brokerage Accounts Report to their Local Compliance
               Group disclosing: (i) all Covered Securities, Morgan Stanley/Van
               Kampen open-end mutual funds, and private placement securities,
               beneficially owned by the Employee listing the title of the
               security, number of shares held, and principal amount of the
               security; (ii) the name of the broker, dealer, bank or financial
               institution where the Employee maintains a personal account; and
               (iii) the date the report is submitted by the Employee.

          (b)  Quarterly Securities Transactions and New Brokerage and Morgan
               Stanley/Van Kampen Mutual Fund Accounts Reports

               Quarterly Securities Transactions and New Brokerage and Mutual
               Fund Accounts Reports must be submitted by Employees within 10
               calendar days after the end of each calendar quarter. Any new
               brokerage or mutual fund account(s) opened during the quarter
               without their Local Compliance Group's prior approval, as well as
               the date(s) the account(s) was (were) opened, must be reported
               within 10 calendar days after the end of each calendar quarter.

          (c)  Annual Listing of Securities Holdings Reports and Certification
               of Compliance


                                       16

[MORGAN STANLEY LOGO]


               The Annual Listing of Securities Holdings Report and
               Certification of Compliance requires all Employees to provide an
               annual listing of holdings of: (i) all Covered Securities
               beneficially owned and all Morgan Stanley/Van Kampen open-end
               mutual funds, listing the title of the security, number of shares
               held, and principal amount of the security as of December 31 of
               the preceding year, (ii) the name of any broker, dealer, bank or
               financial institution where the account(s) in which these Covered
               Securities were maintained, as of December 31 of the preceding
               year; and (iii) the date the report is submitted. This report
               must be provided no later than 30 calendar days after December 31
               each year. In the case of Employees maintaining a Morgan Stanley
               brokerage account(s),Morgan Stanley/Van Kampen open-end mutual
               funds, and/or Morgan Stanley 401(k) Plan for which trade
               confirms, system generated reports or account statements are
               already received on a quarterly basis by the Local Compliance
               Group, an annual certification (Certification of Compliance) that
               the holdings information already provided to the Local Compliance
               Group accurately reflects all such holdings will satisfy the
               aforementioned requirement.

     3.   Form of Reporting

          The Initial Listing of Securities Holdings and Brokerage Accounts
          Report, Quarterly Securities Transactions and New Brokerage Accounts
          Reports, and the Annual Listing of Securities Holdings Report and
          Certification of Compliance must be completed on the appropriate
          forms, attached as EXHIBITS D, E, AND F respectively, which would be
          provided by each Local Compliance Group. By not submitting a quarterly
          transaction report form, an Employee will be deemed to have
          represented that such person has: (i) executed reportable transactions
          only in accounts listed with the Local Compliance Group; or (ii) only
          traded securities exempt from the reporting requirements. Copies of
          the Initial Listing of Securities Holdings Report and Brokerage and
          Mutual Fund Accounts Report, Quarterly Securities Transactions and New
          Brokerage and Mutual Fund Accounts Reports, and the Annual Listing of
          Securities Holdings Report and Certification of Compliance, which may
          be revised from time to time, are attached as EXHIBITS D, E, AND F,
          respectively.

     4.   Responsibility to Report


                                       17

[MORGAN STANLEY LOGO]


          The responsibility for reporting is imposed on each individual
          required to make a report. Any effort by a Covered Company to
          facilitate the reporting process does not change or alter that
          individual's responsibility.


                                       18

[MORGAN STANLEY LOGO]


     5.   Leave of Absence

          Employees on leave of absence may not be subject to the pre-clearance
          and reporting provisions of the Code, provided that, during their
          leave period, they: (i) do not participate in, obtain information with
          respect to, make recommendations as to, or make the purchase and sale
          of securities on behalf of a Fund or a Managed Account Client; and
          (ii) do not have access to information regarding the day-to-day
          investment activities of Investment Management.

     6.   Where to File Report

          All reports must be filed by Employees with their Local Compliance
          Group.

     7.   Responsibility to Review

          Each Local Compliance Group will review all Initial Listing of
          Securities Holdings and Brokerage and Mutual Fund Accounts Reports,
          Quarterly Securities Transactions and New Brokerage and Morgan
          Stanley/Van Kampen Mutual Fund Accounts Reports, and Annual Listing of
          Securities Holdings Reports and Certification of Compliance, filed by
          Employees, as well as broker confirmations, system generated reports,
          and account statements.

VI.  Review Committee

     A Code of Ethics Review Committee, consisting of the President/Chief
     Operating Officer, Chief Investment Officer, Chief Legal Officer, and the
     Chief Administrative Officer - Investments of Morgan Stanley Investment
     Management or their designees will review and consider any proper request
     of an Employee for relief or exemption from any restriction, limitation or
     procedure contained herein consistent with the principles and objectives
     outlined in this Code. The Committee shall meet on an ad hoc basis, as it
     deems necessary, upon written request by an Employee stating the basis for
     the requested relief. The Committee's decision is within its sole
     discretion.

VII. Service as a Director

     No Employee may serve on the board of any company without prior approval of
     the Code of Ethics Review Committee. If such approval is granted, it will
     be subject to the implementation of information barrier procedures to
     isolate any such person from making investment decisions for Funds or
     Managed Accounts concerning the company in question.


                                       19

[MORGAN STANLEY LOGO]


VIII. Gifts

      No Employee shall accept directly or indirectly anything of value,
      including gifts and gratuities, in excess of $100 per year from any person
      or entity that does business with any Fund or Managed Account, not
      including occasional meals or tickets to theater or sporting events or
      other similar entertainment.(5) Client entertainment expenses generally
      are not considered gifts if: (i) Firm personnel are present; (ii) a Firm
      client is present; and (iii) the entertainment is not so regular or
      frequent that it creates the appearance of impropriety.

IX.   Sanctions

      Upon discovering a violation of this Code, Investment Management may
      impose such sanctions as they deem appropriate, including a reprimand
      (orally or in writing), demotion, suspension or termination of employment
      and/or other possible sanctions. The President/Chief Operating Officer of
      Investment Management and the Chief Legal Officer or Compliance Officer
      together, are authorized to determine the choice of sanctions to be
      imposed in specific cases, including termination of employment.

X.    Employee Certification

      Employees are required to sign a copy of this Code indicating their
      understanding of, and their agreement to abide by the terms of this Code.

      In addition, Employees will be required to certify annually that: (i) they
      have read and understand the terms of this Code and recognize the
      responsibilities and obligations incurred by their being subject to this
      Code; and (ii) they are in compliance with the requirements of this Code,
      including but not limited to the reporting of all brokerage accounts, and
      the pre-clearance of all non-exempt Personal Securities Transactions in
      accordance with this Code.

- --------
(5)  For MSAITM-Tokyo, the receipt of gifts shall not be in excess of (Y)20,000
     per year. For MSIM-Mumbai, the receipt of gifts shall not be in excess of
     INR 4,500. For MSIM-Singapore, the receipt of gifts shall not be in excess
     of SGD 170. For MSIM-Ltd, the receipt of gifts shall not be in excess of
     Europe (pound)50 or equivalent.


                                       20

[MORGAN STANLEY LOGO]


I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations, including but not limited to my quarterly
transaction, annual listing of holdings, and initial holdings reporting
obligations (as applicable), incurred by me as a result of my being subject to
this Code. I hereby agree to abide by the above Code.



- --------------------------------------  ---------------------------------------
(Signature)                             (Date)



- --------------------------------------
(Print name)

TO COMPLETE THE ACKNOWLEDGEMENT PROCESS YOU MUST ELECTRONICALLY ACKNOWLEDGE BY
CLICKING ON YOUR BROWER'S BACK BUTTON TO REACH THE ACKNOWLEDGEMENT SCREEN. YOU
MUST ALSO PRINT THE ACKNOWLEDGEMENT FORM [LINK], SIGN AND RETURN IT TO YOUR
LOCAL COMPLIANCE GROUP [LINK] BY XXXX XX, XXXX.

MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS

DATED: XXXX XX, XXXX


                                       21

[MORGAN STANLEY LOGO]


                                                                      SCHEDULE A


MORGAN STANLEY INVESTMENT ADVISORS INC. ("ADVISORS")
MORGAN STANLEY INVESTMENT MANAGEMENT INC. ("MSIM")
MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED ("MSIM-LTD.")
MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY ("MSIM-SINGAPORE")
MORGAN STANLEY ASSET & INVESTMENT TRUST MANAGEMENT CO., LIMITED ("MSAITM-TOKYO")
MORGAN STANLEY INVESTMENT MANAGEMENT PRIVATE LIMITED ("MSIM MUMBAI")
MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP ("AIP-LP")
MORGAN STANLEY AIP GP LP  ("AIP GP-LP")
MORGAN STANLEY HEDGE FUND PARTNERS GP LP
MORGAN STANLEY HEDGE FUND PARTNERS LP
MORGAN STANLEY SERVICES COMPANY INC. ("SERVICES")
MORGAN STANLEY DISTRIBUTORS INC. ("MORGAN STANLEY DISTRIBUTORS")
MORGAN STANLEY DISTRIBUTION, INC. ("MORGAN STANLEY DISTRIBUTION")
MORGAN STANLEY & CO. INCORPORATED  ("MORGAN STANLEY & CO.")
VAN KAMPEN ASSET MANAGEMENT ("VKAM")
VAN KAMPEN ADVISORS INC. ("VK ADVISORS")
VAN KAMPEN INVESTMENTS, INC. ("VK INVESTMENTS")
VAN KAMPEN FUNDS INC. ("VK FUNDS")


                                       22

EX-99.77Q1 OTHR EXHB

                              AMENDED AND RESTATED
                         INVESTMENT MANAGEMENT AGREEMENT

         AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT made as of the 1st
day of May, 2004 by and between the registered investment companies, including
any portfolio/series thereof, as set forth on Schedule A (each, a "Fund" and
collectively, the "Funds") as may be amended from time to time, and Morgan
Stanley Investment Advisors Inc., a Delaware corporation (hereinafter called the
"Investment Manager"):

         WHEREAS, each Fund is engaged in business as an open-end management
investment company or as a closed-end management investment company, as
identified as such on Schedule A, and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and

         WHEREAS, the Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of acting
as investment adviser; and

         WHEREAS, each Fund entered into an Investment Management Agreement to
provide management and investment advisory services with the Investment Manager,
or its predecessor as the case may be, effective as of the date set forth in
Schedule A (the "Current Investment Management Agreements"); and

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

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

         WHEREAS, this Agreement amends and restates, in its entirety, the
Current Investment Management Agreements to combine the Current Investment
Management Agreements into a single Amended and Restated Investment Management
Agreement to reflect the current parties to such agreements (and Annexes 1, 2
and 3 will be amended, if necessary, to add a Fund when such Fund is first
included in Schedule A) and to make other ministerial changes designed to
facilitate the administration of this Agreement;


                               W I T N E S S E T H

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

         1. Each Fund hereby retains the Investment Manager to act as investment
manager of such Fund and, subject to the supervision of the Trustees/Directors,
to supervise the investment activities of such Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager shall
obtain and evaluate such information and advice relating to the economy,
securities, securities markets and commodities markets as it deems necessary or
useful to discharge its duties hereunder; shall continuously manage the assets
of each Fund in a manner consistent with the investment objectives and policies
of a Fund; shall determine the securities to be purchased, sold or otherwise
disposed of by a Fund and the timing of such purchases, sales and dispositions;
and shall take such further action, including the placing of purchase and sale
orders on behalf of a Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the





disposal of each Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as each Fund may, from time to time, reasonably request.

         2. In connection with those Funds identified in Annex 1 to this
Agreement and as permitted in their respective Current Investment Management
Agreements, and in connection with all Funds added to Schedule A after the date
hereof, the Investment Manager may, subject to the approval of the Board of
Trustees/Directors (and in the case of the Morgan Stanley European Growth Fund
Inc., Morgan Stanley International SmallCap Fund, Morgan Stanley Japan Fund,
Morgan Stanley Pacific Growth Fund Inc. and Morgan Stanley Variable Investment
Series (on behalf of its European Growth and Pacific Growth Portfolios) shall)
at its own expense, enter into a Sub-Advisory Agreement with a Sub-Advisor to
make determinations as to certain or all of the securities and commodities to be
purchased, sold or otherwise disposed of by such Funds and the timing of such
purchases, sales and dispositions and to take such further action, including the
placing of purchase and sale orders on behalf of such Funds as the Sub-Advisor,
in consultation with the Investment Manager, shall deem necessary or
appropriate; provided that the Investment Manager shall be responsible for
monitoring compliance by such Sub-Advisor with the investment policies and
restrictions of such Funds and with such other limitations or directions as the
Trustees/Directors of the Fund may from time to time prescribe.

         3. The Investment Manager shall, at its own expense, maintain such
staff and employ or retain such personnel and consult with such other persons as
it shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Investment Manager
shall be deemed to include persons employed or otherwise retained by the
Investment Manager to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Investment Manager may desire. The Investment Manager shall, as agent for
each Fund, maintain the Fund's records and books of account (other than those
maintained by the Fund's transfer agent, registrar, custodian and other agents).
All such books and records so maintained shall be the property of each Fund and,
upon request therefor, the Investment Manager shall surrender to each Fund such
of the books and records so requested.

         4. Each Fund will, from time to time, furnish or otherwise make
available to the Investment Manager such financial reports, proxy statements and
other information relating to the business and affairs of such Fund as the
Investment Manager may reasonably require in order to discharge its duties and
obligations hereunder.

         5. The Investment Manager shall bear the cost of rendering the
investment management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the officers
and employees, if any, of the Funds who are also directors, officers or
employees of the Investment Manager, and provide such office space and equipment
and such clerical and bookkeeping services as each Fund shall reasonably require
in the conduct of its business. The Investment Manager shall also bear the cost
of telephone service, heat, light, power and other utilities provided to each
Fund.

         6. Each Fund assumes and shall pay or cause to be paid all other
expenses of such Fund, including without limitation: the charges and expenses of
any registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities and commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities and commodities issuance and transfer taxes, and fees payable by the
Fund to Federal, State or other governmental agencies; the cost and expense of
engraving or printing share





                                      -2-



certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the Fund and
its shares with the Securities and Exchange Commission and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel); the cost and expense of printing (including typesetting) and
distributing prospectuses of the Fund and supplements thereto to the Fund's
shareholders; all expenses of shareholders' and Trustees'/Directors' meetings
and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees/Directors or members of any
advisory board or committee who are not employees of the Investment Manager or
any corporate affiliate of the Investment Manager; all expenses incident to the
payment of any dividend, distribution, withdrawal or redemption (and in the case
of the closed-end funds, any dividend or distribution program), whether in
shares or in cash; charges and expenses of any outside pricing service used for
pricing of the Fund's shares; charges and expenses of legal counsel, including
counsel to the Trustees/Directors of the Fund who are not interested persons (as
defined in the Act) of the Fund or the Investment Manager, and of independent
accountants in connection with any matter relating to the Fund; membership dues
of the Investment Company Institute (and in the case of the closed-end funds,
other appropriate industry associations); interest payable on Fund borrowings;
(and in the case of the closed-end funds, fees and expenses incident to the
listing of the funds' shares on any stock exchange); postage; insurance premiums
on property or personnel (including officers and Trustees/Directors) of the Fund
which inure to its benefit; extraordinary expenses (including but not limited to
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

         7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, each Fund shall pay to the
Investment Manager monthly compensation determined by applying the annual rates
to the Fund's daily net assets (weekly net assets with respect to each
closed-end fund) as set forth in Schedule A. For the purposes of calculating the
management fee for the closed-end funds referenced on Annex 2 the liquidation
preference of any Preferred Shares issued by each of such Funds will not be
deducted from the Fund's total assets. Except as hereinafter set forth,
compensation under this Agreement shall be calculated and accrued daily and the
amounts of the daily accruals shall be paid monthly. Such calculations shall be
made by applying 1/365ths of the annual rates to each Fund's net assets each day
determined as of the close of business on that day or the last previous business
day.

         In connection with the closed-end funds identified on Schedule A,
compensation under this Agreement shall be calculated and accrued weekly and
paid monthly by applying the annual rates to the average weekly net assets of
the Fund determined as of the close of the last business day of each week,
except for such closed-end funds as may be specified in Schedule A. At the
request of the Investment Manager, compensation hereunder shall be calculated
and accrued at more frequent intervals in a manner consistent with the
calculation of fees on a weekly basis.

         If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for that
part of the month this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth in Schedule A. Subject
to the provisions of paragraph 8 hereof, payment of the Investment Manager's
compensation for the preceding month shall be made as promptly as possible after
completion of the computation contemplated by paragraph 8 hereof.

         8. This section is applicable only to those Funds listed on Annex 3 and
subject to any fund specific requirements set forth in Annex 3. In the event the
operating expenses of those Funds identified in Annex 3 to this Agreement,
including amounts payable to the Investment Manager pursuant to paragraph 7
hereof, for any fiscal year ending on a date on which this Agreement is in
effect, exceed the expense limitations applicable to a Fund imposed by state
securities laws or regulations thereunder, as




                                      -3-



such limitations may be raised or lowered from time to time, the Investment
Manager shall reduce its management fee to the extent of such excess and, if
required, pursuant to any such laws or regulations, will reimburse a Fund for
annual operating expenses in excess of any expense limitation that may be
applicable; provided, however, there shall be excluded from such expenses the
amount of any interest, taxes, brokerage commissions and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation costs
and any indemnification related thereto) paid or payable by a Fund. Such
reduction, if any, shall be computed and accrued daily (and in the case of the
closed-end funds, weekly), shall be settled on a monthly basis, and shall be
based upon the expense limitation applicable to a Fund as at the end of the last
business day of the month. Should two or more such expense limitations be
applicable as at the end of the last business day of the month, (and in the case
of the closed-end funds, as at the end of the last full week of the month) that
expense limitation which results in the largest reduction in the Investment
Manager's fee shall be applicable.

         9. The Investment Manager will use its best efforts in the supervision
and management of the investment activities of each Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Manager shall not be liable to a Fund or
any of its investors for any error of judgment or mistake of law or for any act
or omission by the Investment Manager or for any losses sustained by a Fund or
its investors.

         10. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or commodities
for their own accounts or for the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right of any
trustee/director, officer or employee of the Investment Manager to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business whether of a similar or
dissimilar nature.

         11. This Agreement shall continue in effect with respect to each Fund
for a period of one year from the effective date hereof (except with respect to
any Fund added to Schedule A of this Agreement after the date hereof, for an
initial period of two years from the date that such Fund is added) and
thereafter provided such continuance is approved at least annually by the vote
of holders of a majority (as defined in the Act) of the outstanding voting
securities of each Fund (if applicable, Common Shares and Preferred Shares
voting together as a single class) or by the Board of Trustees/Directors of such
Fund; provided that in either event such continuance is also approved annually
by the vote of a majority of the Trustees/Directors of such Fund who are not
parties to this Agreement or "interested persons" (as defined in the Act) of any
such party, which vote must be cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that (a) each Fund may,
at any time and without the payment of any penalty, terminate this Agreement
upon thirty days' written notice to the Investment Manager, either by majority
vote of the Board of Trustees/Directors of such Fund or by the vote of a
majority of the outstanding voting securities of such Fund (if applicable,
Common Shares and Preferred Shares voting together as a single class); (b) this
Agreement shall immediately terminate in the event of its assignment (within the
meaning of the Act) unless such automatic termination shall be prevented by an
exemptive order of the Securities and Exchange Commission; and (c) the
Investment Manager may terminate this Agreement without payment of penalty on
thirty days' written notice to such Fund. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed post-paid, to the other
party at the principal office of such party

         Any approval of this Agreement by the holders of a majority of the
outstanding voting securities of any portfolio/series of a Fund shall be
effective to continue this Agreement with respect to such portfolio/series
notwithstanding (a) that this Agreement has not been approved by the holders of
a




                                      -4-



majority of the outstanding voting securities of any other portfolio/series or
(b) that this Agreement has not been approved by the vote of a majority of the
outstanding voting securities of the Fund of which it is a portfolio/series
unless such approval shall be required by any other applicable law or otherwise.

         12. This Agreement may be amended by the parties without the vote or
consent of shareholders of a Fund to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof, or if they
deem it necessary to conform this Agreement to the requirements of applicable
federal laws or regulations, but neither the Funds nor the Investment Manager
shall be liable for failing to do so.

         13. This Agreement shall be construed in accordance with the law of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the latter shall control.

         14. The Declaration of Trust, together with all amendments thereto
establishing each Fund identified in Schedule A as a Massachusetts business
trust (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of such Funds refers to
the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of such Funds shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of such Funds, but the Trust Estate
only shall be liable.

         15. The Investment Manager and each Fund agree that the name Morgan
Stanley is a property right of the Investment Manager or its parent. Each Fund
agrees and consents that (i) it will only use the name Morgan Stanley as a
component of its name and for no other purpose, (ii) it will not purport to
grant to any third party the right to use the Name for any purpose, (iii) the
Investment Manager or its parent, or any corporate affiliate of the Investment
Manager's parent, may use or grant to others the right to use the name Morgan
Stanley, or any combination or abbreviation thereof, as all or a portion of a
corporate or business name or for any commercial purpose, including a grant of
such right to any other investment company, (iv) at the request of the
Investment Manager or its parent or any corporate affiliate of the Investment
Manager's parent, each Fund will take such action as may be required to provide
its consent to the use name Morgan Stanley, or any combination or abbreviation
thereof, by the Investment Manager or its parent or any corporate affiliate of
the Investment Manager's parent, or by any person to whom the Investment Manager
or its then current parent or a corporate affiliate of the Investment Manager's
parent shall have granted the right to such use, and (v) upon the termination of
any investment advisory agreement into which a corporate affiliate of the
Investment Manager's parent and each Fund may enter, or upon termination of
affiliation of the Investment Manager with its parent, each Fund shall, upon
request of the Investment Manager or its parent or any corporate affiliate of
the Investment Manager's parent, cease to use the Name as a component of its
name, and shall not use the name, or any combination or abbreviation thereof, as
a part of its name or for any other commercial purpose, and shall cause its
officers, trustees/directors and shareholders to take any and all actions which
the Investment Manager or its parent or any corporate affiliate of the
Investment Manager's parent, may request to effect the foregoing and to reconvey
to the Investment Manager's parent any and all rights to such name.









                                      -5-



         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on May 1, 2004, in New York, New York.


                                         ON BEHALF OF EACH FUND AS SET FORTH
                                         IN SCHEDULE A


                                         By: /s/ Ronald E. Robison
                                             -------------------------------
                                             Ronald E. Robison
                                             Executive Vice President and
                                             Principal Executive Officer



Attest:

/s/ A. Thomas Smith III
- ------------------------------
   A. Thomas Smith III
   Assistant Secretary
                                         MORGAN STANLEY INVESTMENT ADVISORS INC.



                                         By: /s/ Mitchell M. Merin
                                             -------------------------------
                                             Mitchell M. Merin
                                             President



Attest:

/s/ Barry Fink
- ------------------------------
   Barry Fink
   Managing Director











                                      -6-



                                                            Page 1 of Schedule A

                                                                      SCHEDULE A

         All of the Funds referenced below are organized as Massachusetts
business trusts unless otherwise indicated.

I.   OPEN-END FUNDS: Monthly Compensation calculated daily by applying the
     following annual rates to a fund's daily net assets:



- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
                                          AGREEMENT AND
FIXED INCOME FUNDS                        ANY AMENDMENTS             INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                
Morgan Stanley California Tax- Free       05/31/97, as amended on     0.55% of the portion of the daily net assets
Income Fund                               04/30/98                    not exceeding $500 million; 0.525% of the
                                                                      portion of the daily net assets exceeding
                                                                      $500 million but not exceeding $750 million;
                                                                      0.50% of the portion of the daily net assets
                                                                      exceeding $750 million but not exceeding $1
                                                                      billion; 0.475% of the portion of the daily
                                                                      net assets exceeding $1 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Convertible Securities     05/31/97                    0.60% of the portion of the daily net assets not
Trust                                                                 exceeding $750 million; 0.55% of the portion of
                                                                      the daily net assets exceeding $750 million
                                                                      but not exceeding $1 billion; 0.50% of the
                                                                      portion of the daily net assets of the
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.475% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.45% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $3 billion; and 0.425% of the
                                                                      portion of the daily net assets exceeding $3
                                                                      billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Federal Securities         05/31/97, as amended on     0.55% of the portion of the daily net assets
Trust                                     04/30/98                    not exceeding $1 billion; 0.525% of the
                                                                      portion of the daily net assets exceeding $1
                                                                      billion but not exceeding $1.5 billion; 0.50%
                                                                      of the portion of the daily net assets
                                                                      exceeding $1.5 billion but not exceeding $2
                                                                      billion; 0.475% of the portion of the daily
                                                                      net assets exceeding $2 billion but not
                                                                      exceeding $2.5 billion; 0.45% of the portion
                                                                      of the daily net assets exceeding $2.5
                                                                      billion but not exceeding $5 billion; 0.425%
                                                                      of the portion of the daily net assets
                                                                      exceeding $5 billion but not exceeding $7.5
                                                                      billion; 0.40% of the portion of the daily
                                                                      net assets exceeding $7.5 billion but not
                                                                      exceeding $10 billion; 0.375% of the portion
                                                                      of the daily net assets exceeding $10 billion
                                                                      but not exceeding $12.5 billion; and 0.35% of
                                                                      the portion of the daily net assets exceeding
                                                                      $12.5 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Flexible Income Trust      05/31/97, as amended on     0.40% of the daily net assets.
                                          04/30/98

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Hawaii Municipal Trust     05/31/97, as amended on     0.35% of the daily net assets.
                                          04/30/98
- -----------------------------------------------------------------------------------------------------------------------









                                                                                                   Page 2 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
                                          AGREEMENT AND
FIXED INCOME FUNDS                        ANY AMENDMENTS             INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                
Morgan Stanley High Yield Securities      05/31/97                    0.50% of the portion of the daily net assets not
Inc. (Maryland corporation)                                           exceeding $500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $2
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $2 billion but not
                                                                      exceeding $3 billion; and 0.30% of the
                                                                      portion of daily net assets exceeding $3
                                                                      billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Limited Duration Fund      05/31/97, as amended on     0.600% of the first $1 billion of daily net
                                          04/30/98, 05/01/04          assets; 0.550% of the second $1 billion of daily
                                                                      net assets; and 0.500% of the daily net assets
                                                                      exceeding $2 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Limited Duration U.S.      05/31/97, as amended on     0.35% of the daily net assets.
Treasury Trust                            04/30/98

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Limited Term Municipal     05/31/97, as amended on     0.50% of the daily net assets.
Trust                                     04/30/98

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Multi-State Municipal      05/31/97, as amended on     0.35% of the daily net assets.
Series Trust--                            04/30/98

 - Arizona Series

 - Florida Series

 - New Jersey Series

 - Pennsylvania Series

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley New York Tax- Free         05/31/97, as amended on     0.55% of the portion of the daily net assets not
Income Fund                               04/30/98                    exceeding $500 million; and 0.525% of the
                                                                      portion of the daily net assets exceeding $500
                                                                      million.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Quality Income Trust       05/31/97, as amended on     0.60% of the portion of the daily net assets not
                                          04/30/98                    exceeding $500 million; 0.50% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.40% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      and 0.30% of the portion of the daily net
                                                                      assets exceeding $1 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Select Dimensions          05/31/97, as amended on    0.40% of the daily net assets.
Investment Series--                       04/30/98

 - Flexible Income Portfolio
- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Tax-Exempt Securities      05/31/97, as amended on     0.50% of the portion of the daily net assets not
Trust                                     04/30/98, 05/01/02          exceeding $500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.25
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.25 billion.

- -----------------------------------------------------------------------------------------------------------------------




                                                        -2-





                                                                                                   Page 3 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
                                          AGREEMENT AND
FIXED INCOME FUNDS                        ANY AMENDMENTS             INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                
Morgan Stanley U.S. Government            05/31/97, as amended on     0.50% of the portion of the daily net assets not
Securities Trust                          04/30/98                    exceeding $1 billion; 0.475% of the portion of
                                                                      the daily net assets exceeding $1 billion but
                                                                      not exceeding $1.5 billion; 0.45% of the
                                                                      portion of the daily net assets exceeding
                                                                      $1.5 billion but not exceeding $2 billion;
                                                                      0.425% of the portion of the daily net assets
                                                                      exceeding $2 billion but not exceeding $2.5
                                                                      billion; 0.40% of the portion of the daily
                                                                      net assets exceeding $2.5 billion but not
                                                                      exceeding $5 billion; 0.375% of the portion
                                                                      of the daily net assets exceeding $5 billion
                                                                      but not exceeding $7.5 billion; 0.35% of the
                                                                      portion of the daily net assets exceeding
                                                                      $7.5 billion but not exceeding $10 billion;
                                                                      0.325% of the portion of the daily net assets
                                                                      exceeding $10 billion but not exceeding $12.5
                                                                      billion; and 0.30% of the portion of the
                                                                      daily net assets exceeding $12.5 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Variable Investment
Series--

- -----------------------------------------------------------------------------------------------------------------------
 - High Yield Portfolio                   05/31/97, as amended on     .50% of the portion of the daily net assets not
                                          05/01/98, 05/01/99,         exceeding $500 million; and 0.425% of the daily
                                          05/01/00                    net assets exceeding $500 million.

- -----------------------------------------------------------------------------------------------------------------------
 - Limited Duration Portfolio             05/31/97, as amended on     0.45% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Quality Income Plus Portfolio          05/31/97, as amended on     0.50% of the portion of the daily the net assets
                                          05/01/98, 05/01/99,         not exceeding $500 million; and 0.45% of the
                                          05/01/00                    portion of the daily net assets exceeding $500
                                                                      million.

- -----------------------------------------------------------------------------------------------------------------------
EQUITY, BALANCED AND ASSET ALLOCATION
FUNDS

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Aggressive Equity Fund     12/02/98                    0.75% of the portion of the daily net assets not
                                                                      exceeding $2 billion; and 0.725% of the portion
                                                                      of the daily net assets exceeding $2 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Allocator Fund             12/12/02                    0.75% of the daily net assets.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley American Opportunities     05/31/97                    0.625% of the portion of the daily net assets
Fund                                                                  not exceeding $250 million; 0.50% of the portion
                                                                      of the daily net assets exceeding $250
                                                                      million but not exceeding $2.5 billion;
                                                                      0.475% of the portion of the daily net assets
                                                                      exceeding $2.5 billion but not exceeding $3.5
                                                                      billion; 0.450% of the portion of the daily
                                                                      net assets exceeding $3.5 billion but not
                                                                      exceeding $4.5 billion; and 0.425% of the
                                                                      portion of the daily net assets exceeding
                                                                      $4.5 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Balanced Growth Fund       05/31/97, as amended on     0.60% of the portion of the daily net assets not
                                          04/30/98, 05/01/99          exceeding $500 million; and 0.575% of the
                                                                      portion of the daily net assets exceeding $500
                                                                      million.
- -----------------------------------------------------------------------------------------------------------------------






                                                        -3-





                                                                                                   Page 4 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS              INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley Balanced Income Fund       05/31/97, as amended on     0.60% of the portion of the daily net assets not
                                          04/30/98                    exceeding $500 million; and 0.575% of the
                                                                      portion of the daily net assets exceeding $500
                                                                      million.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Biotechnology Fund         05/13/02                    1.0% of the daily net assets. The Investment
                                                                      Manager has agreed to assume all operating
                                                                      expenses (except for brokerage and 12b-1 fees)
                                                                      and waive the compensation provided in its
                                                                      Management Agreement with the Fund until such
                                                                      time as the Fund attains $50 million of net
                                                                      assets or until December 31, 2003, whichever
                                                                      occurs first.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital Opportunities      06/28/99                    0.75% of the portion of daily net assets not
Trust                                                                 exceeding $500 million; 0.725% of the portion of
                                                                      daily net assets exceeding $500 million but
                                                                      not exceeding $2 billion; 0.70% of the
                                                                      portion of daily net assets exceeding $2
                                                                      billion but not exceeding $3 billion and;
                                                                      0.675% of the portion of daily net assets
                                                                      exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Developing Growth          05/31/97, as amended on    0.50% of the portion of the daily net assets not
Securities Trust                          04/30/98                   exceeding $500 million; and 0.475% of the
                                                                     portion of the daily net assets exceeding $500
                                                                     million.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Dividend Growth            05/31/97, as amended on    0.625% of the portion of the daily net assets
Securities Inc.                           04/30/98                   not exceeding $250 million; 0.50% of the portion
                                                                     of the daily net assets exceeding $250 million
(Maryland corporation)                                               but not exceeding $1 billion; 0.475% of the
                                                                     portion of the daily net assets exceeding $1
                                                                     billion but not exceeding $2 billion; 0.45% of
                                                                     the portion of the daily net assets exceeding $2
                                                                     billion but not exceeding $3 billion; 0.425% of
                                                                     the portion of the daily net assets exceeding $3
                                                                     billion but not exceeding $4 billion; 0.40% of
                                                                     the portion of the daily net assets exceeding $4
                                                                     billion but not exceeding $5 billion; 0.375% of
                                                                     the portion of the daily net assets exceeding $5
                                                                     billion but not exceeding $6 billion; 0.35% of
                                                                     the portion of the daily net assets exceeding $6
                                                                     billion but not exceeding $8 billion; 0.325% of
                                                                     the portion of the daily net assets exceeding $8
                                                                     billion but not exceeding $10 billion; 0.30% of
                                                                     the portion of the daily net assets exceeding
                                                                     $10 billion but not exceeding $15 billion; and
                                                                     0.275% of the portion of the daily net assets
                                                                     exceeding $15 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley European Growth Fund Inc.  05/31/97, as amended on    0.95% to the portion of daily net assets not
                                          04/30/98, 12/01/98,        exceeding $500 million; 0.90% to the portion of
(Maryland corporation)                    05/01/00                   daily net assets exceeding $500 million but not
                                                                     exceeding $2 billion; and 0.85% to the portion
                                                                     of daily net assets exceeding $2 billion but not
                                                                     exceeding $3 billion; and 0.825% to the portion
                                                                     of daily net assets exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------





                                                        -4-





                                                                                                   Page 5 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS               INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley Financial Services         05/31/97, as amended on      0.75% of the portion of the daily net assets not
Trust                                     04/30/98, 05/01/99,          exceeding $500 million; 0.725% of the portion of
                                          05/01/01                     the daily net assets
                                                                       exceeding $500 million but not exceeding $1.0
                                                                       billion; and 0.70% of the portion of the
                                                                       daily net assets exceeding $1.0 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Fund of Funds-             07/28/97, as amended on      None
                                          04/30/98
 - Domestic Portfolio

 - International Portfolio

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Fundamental Value Fund     08/19/02                     0.75% of the daily net assets.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Global Advantage Fund      11/06/97, as amended on      0.65% of the portion of the daily net assets not
                                          05/01/98                     exceeding $1.5 billion; and 0.625% of the
                                                                       portion of the daily net assets exceeding $1.5
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Global Dividend Growth     05/31/97, as amended on      0.75% of the portion of the daily net assets not
Securities                                05/01/98                     exceeding $1 billion; 0.725% of the portion of
                                                                       the daily net assets exceeding $1 billion but
                                                                       not exceeding $1.5 billion; 0.70% of the
                                                                       portion of the daily net assets exceeding
                                                                       $1.5 billion but not exceeding $2.5 billion;
                                                                       0.675% of the portion of the daily net assets
                                                                       exceeding $2.5 billion but not exceeding $3.5
                                                                       billion; 0.650% of the portion of the daily
                                                                       net assets exceeding $3.5 billion but not
                                                                       exceeding $4.5 billion; and 0.625% of the
                                                                       portion of the daily net assets exceeding
                                                                       $4.5 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Global Utilities Fund      05/31/97, as amended on      0.65% of the portion of daily net assets not
                                          04/30/98, 05/01/99,          exceeding $500 million; 0.625% of the portion of
                                          05/01/01                     daily net assets exceeding $500 million but not
                                                                       exceeding $1 billion; 0.60% of the portion of
                                                                       daily net assets exceeding $1 billion but not
                                                                       exceeding $1.5 billion; and 0.575% of the
                                                                       portion of daily net assets exceeding $1.5
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Growth Fund                03/02/98                     0.80% of the portion of such daily net assets
                                                                       not exceeding $750 million; 0.75% of the portion
                                                                       of such daily net assets exceeding $750 million,
                                                                       but not exceeding $1.5 billion; and 0.70% of the
                                                                       portion of such daily net assets exceeding $1.5
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Health Sciences Trust      05/31/97, as amended on      1.00% of the portion of daily net assets not
                                          04/30/98, 05/01/01           exceeding $500 million; 0.95% of the portion of
                                                                       daily net assets exceeding $500 million but
                                                                       not exceeding $1 billion; and 0.925% of the
                                                                       portion of daily net assets exceeding $1
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Income Builder Fund        05/31/97, as amended on    0.75% of the portion of the net assets not
                                          05/01/98                   exceeding $500 million; and 0.725% of the
                                                                     portion of daily net assets exceeding $500
                                                                     million.

- -----------------------------------------------------------------------------------------------------------------------




                                                        -5-





                                                                                                   Page 6 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS               INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley Information Fund           05/31/97, as amended on      0.75% of the portion of the daily net assets not
                                          04/30/98, 05/01/00           exceeding $500 million; 0.725% of the portion of
                                                                       the daily net assets exceeding $500 million
                                                                       but not exceeding $3 billion; and 0.70% of
                                                                       the portion of the daily net assets exceeding
                                                                       $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley International Fund         05/04/99, as amended on      1.00% of daily net assets up to $1 billion; and
                                          05/01/01                     0.95% of daily net assets exceeding $1
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley International SmallCap     05/31/97, as amended on      1.15% of the daily net assets.
Fund                                      12/01/97, 04/30/98

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley International Value        02/14/01                     1.00% of the daily net assets.
Equity Fund

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Japan Fund                 05/31/97, as amended on      0.95% of the daily net assets.
                                          04/30/98, 10/01/98

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley KLD Social Index Fund      05/21/01, as amended on      0.20% of the daily net assets.
                                          05/01/04
                                                                       The Investment Manager has agreed to continue
                                                                       to assume all operating expenses (except for
                                                                       brokerage and 12b-1 fees) and waive the
                                                                       compensation provided in the Management
                                                                       Agreement until December 31, 2004 or until
                                                                       such time as the Fund has $50 million of net
                                                                       assets, whichever occurs first.

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

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Latin American             06/28/99                     1.25% of the portion of daily net assets not
Growth Fund                                                            exceeding $500 million; and 1.20% of the
                                                                       portion of daily net assets exceeding $500
                                                                       million.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Mid-Cap Value Fund         05/16/01                     0.80% of the daily net assets.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Nasdaq-100 Index Fund      05/17/01, as amended on      0.20% of the daily net assets.
                                          05/01/04

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Natural Resource           05/31/97, as amended on      0.625% of the portion of the daily net assets
Development Securities Inc.               04/30/98                     not exceeding $250 million; and 0.50% of the
                                                                       portion of the daily net assets exceeding $250
                                                                       million.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Pacific Growth Fund Inc.   05/31/97, as amended on      0.95% to the portion of daily net assets not
                                          04/30/98, 11/01/98           exceeding $1 billion; 0.90% to the portion of
 (Maryland corporation)                                                daily net assets exceeding $1 billion but not
                                                                       exceeding $2 billion; and 0.85% to the portion
                                                                       of daily net assets exceeding $2 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Real Estate Fund           02/09/99                     1.00% of the daily net assets.

- -----------------------------------------------------------------------------------------------------------------------





                                                        -6-






                                                                                                   Page 7 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS               INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley Select Dimensions
Investment Series-

- -----------------------------------------------------------------------------------------------------------------------
 - American Opportunities Portfolio       05/31/97, as amended on      0.625% of the portion of the daily net assets
                                          03/02/98, 05/01/98,          not exceeding $500 million; 0.60% of the portion
                                          05/01/00                     of the daily net assets exceeding $500 million
                                                                       but not exceeding $1 billion; and 0.575% of
                                                                       the portion of the daily net assets exceeding
                                                                       $1 billion.

- -----------------------------------------------------------------------------------------------------------------------
 - Balanced Growth Portfolio              05/31/97, as amended on      0.60% of the daily net assets.
                                          03/02/98, 05/01/98,
                                          05101100

- -----------------------------------------------------------------------------------------------------------------------
 - Capital Opportunities Portfolio        05/31/97, as amended on      0.75% of the daily net assets.
                                          03/02/98, 05/01/98,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Developing Growth Portfolio            05/31/97, as amended on      0.50% of the daily net assets.
                                          03/02/98, 05/01/98,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Dividend Growth Portfolio              05/31/97, as amended on      0.625% of the portion of the daily net assets
                                          03/02/98, 05/01/98,          not exceeding $500 million; 0.50% of the portion
                                          05/01/00                     of the daily net assets exceeding $500 million
                                                                       but not exceeding $1 billion; and 0.475% of
                                                                       the portion of the daily net assets exceeding
                                                                       $1 billion.

- -----------------------------------------------------------------------------------------------------------------------
 - Global Equity Portfolio                05/31/97, as amended on      1.00% of the daily net assets.
                                          03/02/98, 05/01/98,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Growth Portfolio                       05/31/97, as amended on      0.80% of the daily net assets.
                                          03/02/98, 05/01/98,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Utilities Portfolio                    05/31/97, as amended on      0.65% of the daily net assets.
                                          03/02/98, 05/01/98,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Value-Added Market Portfolio           05/31/97, as amended on      0.50% of the daily net assets.
                                          04/30/98

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley S&P 500 Index Fund         07/28/97, as amended on      0.20% of the daily net assets.
                                          04/30/98, 05/01/99,
                                          05/01/04                     The Investment Manager has agreed, pursuant to
                                                                       this Investment Management Agreement with the
                                                                       Fund, to assume the Fund's operating expenses
                                                                       (except for brokerage and 12b-1 Fees) to the
                                                                       extent such operating expenses exceed on an
                                                                       annualized basis 0.40% of the average daily
                                                                       net assets of the Fund, and will continue to
                                                                       do so on a permanent basis.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Small-Mid Special Value    04/04/02                     0.75% of the daily net assets.
Fund

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Special Growth Fund        06/28/99, as amended on      1.00% of the portion of daily net assets not
                                          05/01/00                     exceeding $1.5 billion; and 0.95% of the portion
                                                                       of daily net assets exceeding $1.5 billion.

- -----------------------------------------------------------------------------------------------------------------------



                                                        -7-





                                                                                                   Page 8 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS               INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley Special Value Fund         05/31/97, as amended on      0.75% of the portion of the daily net assets not
                                          04/30/98, 05/01/99           exceeding $500 million; 0.725% of the portion of
                                          05/01/02                     daily net assets exceeding $500 million but not
                                                                       exceeding $1.0 billion; and 0.70% of the
                                                                       portion of daily net assets exceeding $1.0
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Strategist Fund            05/31/97, as amended on      0.60% of the portion of the daily net assets not
                                          05/01/98, 05/01/00           exceeding $500 million; 0.55% of the portion of
                                                                       the daily net assets exceeding $500 million
                                                                       but not exceeding $1 billion; 0.50% of the
                                                                       portion of the daily net assets exceeding $1
                                                                       billion but not exceeding $1.5 billion;
                                                                       0.475% of the portion of the daily net assets
                                                                       exceeding $1.5 billion but not exceeding $2
                                                                       billion; 0.45% of the portion of the daily
                                                                       net assets exceeding $2 billion but not
                                                                       exceeding $3 billion; and 0.425% of the
                                                                       portion of the daily net assets exceeding $3
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Total Market Index Fund    07/21/ 99, as amended on     0.20% of the daily net assets.
                                          05/01/04

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Total Return Trust         06/28/99, as amended on      0.75% of the portion of daily net assets not
                                          05/01/00, 05/01/01           exceeding $500 million; 0.725% of the portion of
                                                                       daily net assets exceeding $500 million but
                                                                       not exceeding $1 billion; and 0.70% of the
                                                                       portion of daily net assets exceeding $1
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Utilities Fund             05/31/97, as amended on      0.65% of the portion of the daily net assets not
                                          04/30/98                     exceeding $500 million; 0.55% of the portion of
                                                                       the daily net assets exceeding $500 million
                                                                       but not exceeding $1 billion; 0.525% of the
                                                                       portion of the daily net assets exceeding $1
                                                                       billion but not exceeding $1.5 billion; 0.50%
                                                                       of the portion of the daily net assets
                                                                       exceeding $1.5 billion but not exceeding $2.5
                                                                       billion; 0.475% of the portion of the daily
                                                                       net assets exceeding $2.5 billion but not
                                                                       exceeding $3.5 billion; 0.45% of the portion
                                                                       of the daily net assets exceeding $3.5 but
                                                                       not exceeding $5 billion; and 0.425% of the
                                                                       daily net assets exceeding $5 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Value-Added Market         05/31/97, as amended on      0.50% of the portion of the daily net assets not
Series                                    05/01/98                     exceeding $500 million; 0.45% of the portion of
                                                                       the daily net assets exceeding $500 million
                                                                       but not exceeding $1 billion; 0.425% of the
                                                                       portion of the daily net assets exceeding
                                                                       $1.0 billion but not exceeding $2.0 billion;
                                                                       and 0.40% of the portion of the daily net
                                                                       assets exceeding $2 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Value Fund                 07/22/98, as amended on      0.500% of the first $1 billion of daily net
                                          05/01/02, 05/01/04           assets; 0.450% of the second $1 billion of daily
                                                                       net assets; 0.400% of the third $1 billion of
                                                                       daily net assets; and 0.350% of the daily net
                                                                       assets exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Variable Investment
Series-

- -----------------------------------------------------------------------------------------------------------------------




                                                        -8-





                                                                                                   Page 9 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS              INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
 - Aggressive Equity Portfolio            05/31/97, as amended on     0.75% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Dividend Growth Portfolio              05/31/97, as amended on     0.625% of the portion of the daily net assets
                                          05/01/98, 05/01/99,         not exceeding $500 million; 0.50% of the portion
                                          05/01/00                    of the daily net assets exceeding $500 million
                                                                      but not exceeding $1 billion; 0.475% of the
                                                                      portion of the daily net assets exceeding
                                                                      $1.0 billion but not exceeding $2.0 billion;
                                                                      0.45% of the portion of the daily net assets
                                                                      exceeding $2 billion but not exceeding $3
                                                                      billion; and 0.425% of the portion of the
                                                                      daily net assets exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
 - Equity Portfolio                       05/31/97, as amended on     0.50% of the portion of the daily net assets not
                                          05/01/98, 05/01/99,         exceeding $1 billion; 0.475% of the portion of
                                          05/01/00                    the daily net assets exceeding $1 billion but
                                                                      not exceeding $2 billion; and 0.45% of the
                                                                      portion of the daily net assets exceeding $2
                                                                      billion.

- -----------------------------------------------------------------------------------------------------------------------
 - European Growth Portfolio              05/31/97, as amended on     0.95% of the portion of the daily net assets not
                                          05/01/98, 05/01/99,         exceeding $500 million; and 0.90% of the portion
                                          05/01/00                    of the daily net assets exceeding $500 million.

- -----------------------------------------------------------------------------------------------------------------------
 - Global Advantage Portfolio             05/31/97, as amended on     0.65% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Global Dividend Growth Portfolio       05/31/97, as amended on     0.75% of the portion of the daily net assets not
                                          05/01/98, 05/01/99,         exceeding $1 billion; and 0.725% of the portion
                                          05/01/00                    of daily net assets exceeding $1 billion.

- -----------------------------------------------------------------------------------------------------------------------
 - Income Builder Portfolio               05/31/97, as amended on     0.75% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Information Portfolio                  05/31/97, as amended on     0.75% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - Pacific Growth Portfolio               05/31/97, as amended on     0.95% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00

- -----------------------------------------------------------------------------------------------------------------------
 - S&P 500 Index Portfolio                05/31/97, as amended on     0.20% of the daily net assets.
                                          05/01/98, 05/01/99,
                                          05/01/00, 05/01/04          The Investment Manager has agreed under its
                                                                      Management Agreement with the Fund to cap the
                                                                      Fund's operating expenses (except for
                                                                      brokerage and 12b-1 fees) by assuming the
                                                                      Fund's "other expenses" and/or waiving its
                                                                      management fees to the extent such operating
                                                                      expenses exceed on an annualized basis 0.40%
                                                                      of the average daily net assets of the Fund,
                                                                      which may reduce the investment management
                                                                      fee below 0.20% of the Fund's average daily
                                                                      net assets.

- -----------------------------------------------------------------------------------------------------------------------




                                                        -9-





                                                                                                  Page 10 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
EQUITY, BALANCED AND ASSET                AGREEMENT AND
ALLOCATION FUNDS                          ANY AMENDMENTS               INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                
 - Strategist Portfolio                   05/31/97, as amended on      0.50% of the portion of the daily net assets not
                                          05/01/98, 05/01/99,          exceeding $1.5 billion; and 0.475% of the
                                          05/01/00                     portion of the daily net assets exceeding $1.5
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
 - Utilities Portfolio                    05/31/97, as amended on      0.65% of the portion of the daily net assets not
                                          05/01/98, 05/01/99,          exceeding $500 million; 0.55% of the portion of
                                          05/01/00                     the daily net assets exceeding $500 million but
                                                                       not exceeding $1 billion; and 0.525% of the
                                                                       portion of the daily net assets exceeding $1
                                                                       billion.

- -----------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUNDS
- -----------------------------------------------------------------------------------------------------------------------
Active Assets California Tax-Free         05/31/97, as amended on      0.50% of the portion of the daily net assets not
Trust                                     04/30/98                     exceeding $500 million; 0.425% of the portion of
                                                                       the daily net assets exceeding $500 million
                                                                       but not exceeding $750 million; 0.375% of the
                                                                       portion of the daily net assets exceeding
                                                                       $750 million but not exceeding $1 billion;
                                                                       0.35% of the portion of the daily net assets
                                                                       exceeding $1 billion but not exceeding $1.5
                                                                       billion; 0.325% of the portion of the daily
                                                                       net assets exceeding $1.5 billion but not
                                                                       exceeding $2 billion; 0.30% of the portion of
                                                                       the daily net assets exceeding $2 billion but
                                                                       not exceeding $2.5 billion; 0.275% of the
                                                                       portion of the daily net assets exceeding
                                                                       $2.5 billion but not exceeding $3 billion;
                                                                       0.25% of the portion of the daily net assets
                                                                       exceeding $3 billion

- -----------------------------------------------------------------------------------------------------------------------
Active Assets Government Securities       05/31/97, as amended on      0.50% of the portion of the daily net assets not
Trust                                     04/30/98                     exceeding $500 million; 0.425% of the portion of
                                                                       the daily net assets exceeding $500 million
                                                                       but not exceeding $750 million; 0.375% of the
                                                                       portion of the daily net assets exceeding
                                                                       $750 million but not exceeding $1 billion;
                                                                       0.35% of the portion of the daily net assets
                                                                       exceeding $1 billion but not exceeding $1.5
                                                                       billion; 0.325% of the portion of the daily
                                                                       net assets exceeding $1.5 billion but not
                                                                       exceeding $2 billion; 0.30% of the portion of
                                                                       the daily net assets exceeding $2 billion but
                                                                       not exceeding $2.5 billion; 0.275% of the
                                                                       portion of the daily net assets exceeding
                                                                       $2.5 billion but not exceeding $3 billion;
                                                                       0.25% of the portion of the daily net assets
                                                                       exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Active Assets Institutional Government    03/08/02                     0.15% of the daily net assets.
Securities Trust
                                                                       On an ongoing basis, the Investment Manager
                                                                       has agreed under its Management Agreement
                                                                       with the Fund to assume Fund operating
                                                                       expenses (except for brokerage fees) to the
                                                                       extent that such operating expenses exceed on
                                                                       an annualized basis 0.20% of the average
                                                                       daily net assets of the Fund. This may reduce
                                                                       the investment management fee below 0.15% for
                                                                       the Fund.

- -----------------------------------------------------------------------------------------------------------------------




                                                       -10-





                                                                                                  Page 11 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
                                          AGREEMENT AND ANY
MONEY MARKET FUNDS                        AMENDMENTS                  INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Active Assets Institutional Money Trust   01/06/00                    0.15% of the daily net assets.

                                                                      On an ongoing basis, the Investment Manager
                                                                      has agreed under its Management Agreement
                                                                      with the Fund to assume Fund operating
                                                                      expenses (except for brokerage fees) to the
                                                                      extent that such operating expenses exceed on
                                                                      an annualized basis 0.20% of the average
                                                                      daily net assets of the Fund. This may reduce
                                                                      the investment management fee below 0.15% for
                                                                      the Fund.

- -----------------------------------------------------------------------------------------------------------------------
Active Assets Money Trust                 05/31/97, as amended on     0.50% of the portion of the daily net assets not
                                          04/30/98, 05/01/99,         exceeding $500 million; 0.425% of the portion of
                                          05/01/01, 05/01/02          the daily net assets exceeding $500 million but
                                                                      not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.30% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $2.5 billion; 0.275% of the
                                                                      portion of the daily net assets exceeding
                                                                      $2.5 billion but not exceeding $3 billion;
                                                                      0.25% of the portion of the daily net assets
                                                                      exceeding $3 billion; 0.249% of the portion
                                                                      of daily net assets exceeding $15 billion but
                                                                      not exceeding $17.5 billion; and 0.248% of
                                                                      the portion of daily net assets exceeding
                                                                      $17.5 billion but not exceeding $25 billion;
                                                                      and 0.247% of the portion of daily net assets
                                                                      exceeding $25 billion but not exceeding $30
                                                                      billion; and 0.246% of the portion of daily
                                                                      net assets exceeding $30 billion.

- -----------------------------------------------------------------------------------------------------------------------
Active Assets Tax-Free Trust              05/31/97, as amended on     0.50% of the portion of the daily net assets not
                                          04/30/98                    exceeding $500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.30% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $2.5 billion; 0.275% of the
                                                                      portion of the daily net assets exceeding
                                                                      $2.5 billion but not exceeding $3 billion;
                                                                      0.25% of the portion of the daily net assets
                                                                      exceeding $3 billion; 0.249% of the portion
                                                                      of daily net assets exceeding $15 billion.

- -----------------------------------------------------------------------------------------------------------------------




                                                       -11-





                                                                                                  Page 12 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
                                          AGREEMENT AND ANY
MONEY MARKET FUNDS                        AMENDMENTS                  INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley California Tax-Free        05/31/97, as amended on     0.50% of the portion of the daily net assets not
Daily Income Trust                        04/30/98                    exceeding 500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.30% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $2.5 billion; 0.275% of the
                                                                      portion of the daily net assets exceeding
                                                                      $2.5 billion but not exceeding $3 billion;
                                                                      and 0.25% of the portion of the daily net
                                                                      assets exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Liquid Asset Fund Inc.     05/31/97, as amended on     0.50% of the portion of the daily net assets not
                                          04/30/98, 05/01/01,         exceeding $500 million; 0.425% of the portion of
                                          05/01/02                    the daily net assets exceeding $500 million but
                                                                      not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.35
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.35 billion but not
                                                                      exceeding $1.75 billion; 0.30% of the portion
                                                                      of the daily net assets exceeding $1.75
                                                                      billion but not exceeding $2.15 billion;
                                                                      0.275% of the portion of the daily net assets
                                                                      exceeding $2.15 billion but not exceeding
                                                                      $2.5 billion; 0.25% of the portion of the
                                                                      daily net assets exceeding $2.5 billion but
                                                                      not exceeding $15 billion; 0.249% of the
                                                                      portion of the daily net assets exceeding $15
                                                                      billion but not exceeding $17.5 billion;
                                                                      0.248% of the portion of the daily net assets
                                                                      exceeding $17.5 billion but not exceeding $25
                                                                      billion; 0.247% of the portion of the daily
                                                                      net assets exceeding $25 billion but not
                                                                      exceeding $30 billion; and 0.246% of the
                                                                      portion of daily net assets exceeding $30
                                                                      billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley New York Municipal Money    05/31/97, as amended on    0.50% of the portion of the daily net assets not
Market Trust                               04/30/98                   exceeding $500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.30% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $2.5 billion; 0.275% of the
                                                                      portion of the daily net assets exceeding
                                                                      $2.5 billion but not exceeding $3 billion;
                                                                      and 0.25% of the portion of the daily net
                                                                      assets exceeding $3 billion.
- -----------------------------------------------------------------------------------------------------------------------


                                                       -12-





                                                                                                  Page 13 of Schedule A

- -----------------------------------------------------------------------------------------------------------------------
                                          EFFECTIVE DATE OF
                                          AGREEMENT AND ANY
MONEY MARKET FUNDS                        AMENDMENTS                  INVESTMENT MANAGEMENT FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                               
Morgan Stanley Select Dimensions          05/31/97, as amended on     0.50% of the daily net assets.
Investment Series-                        03/02/98, 05/01/98,
                                          05/01/00
 - Money Market Portfolio

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Tax-Free Daily Income      05/31/97, as amended on     0.50% of the portion of the daily net assets not
Trust                                     04/30/98                    exceeding 500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.30% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $2.5 billion; 0.275% of the
                                                                      portion of the daily net assets exceeding
                                                                      $2.5 billion but not exceeding $3 billion;
                                                                      and 0.25% of the portion of the daily net
                                                                      assets exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley U.S. Government Money      05/31/97, as amended on     0.50% of the portion of the daily net assets not
Market Trust                              04/30/98                    exceeding $500 million; 0.425% of the portion of
                                                                      the daily net assets exceeding $500 million
                                                                      but not exceeding $750 million; 0.375% of the
                                                                      portion of the daily net assets exceeding
                                                                      $750 million but not exceeding $1 billion;
                                                                      0.35% of the portion of the daily net assets
                                                                      exceeding $1 billion but not exceeding $1.5
                                                                      billion; 0.325% of the portion of the daily
                                                                      net assets exceeding $1.5 billion but not
                                                                      exceeding $2 billion; 0.30% of the portion of
                                                                      the daily net assets exceeding $2 billion but
                                                                      not exceeding $2.5 billion; 0.275% of the
                                                                      portion of the daily net assets exceeding
                                                                      $2.5 billion but not exceeding $3 billion;
                                                                      and 0.25% of the portion of the daily net
                                                                      assets exceeding $3 billion.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Variable Investment        05/31/97, as amended on    0.50% of the portion of the daily net assets not
Series-                                   05/01/98, 05/01/99,        exceeding $500 million; 0.425% of the portion of
                                          05/01/00                   the daily net assets exceeding $500 million but
 - Money Market Portfolio                                            not exceeding $750 million; and 0.375% of the
                                                                     portion of the daily net assets exceeding $750
                                                                     million.
- -----------------------------------------------------------------------------------------------------------------------





                                                       -13-



                                                           Page 14 of Schedule A


II. CLOSED-END FUNDS: Monthly compensation calculated weekly by applying the
following annual Rates to a fund's weekly net assets (except as indicated):



- -----------------------------------------------------------------------------------------------------------------------
                                                              
Morgan Stanley California Insured               05/31/97             0.35% of the average weekly net assets.
Municipal Income Trust

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley California Quality               05/31/97             0.35% of the average weekly net assets.
Municipal Securities

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

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Income Securities Inc.           05/31/97             0.50% of the average weekly net assets.
(Maryland corporation)

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Insured California               05/31/97             0.35% of the average weekly net assets.
Municipal Securities

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Insured Municipal Bond           05/31/97             0.35% of the average weekly net assets.
Trust

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Insured Municipal Income         05/31/97             0.35% of the average weekly net assets.
Trust

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Insured Municipal                05/31/97             0.35% of the average weekly net assets.
Securities

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Insured Municipal Trust          05/31/97             0.35% of the average weekly net assets.

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley New York Quality                 05/31/97             0.35% of the average weekly net assets.
Municipal Securities

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Quality Municipal                05/31/97             0.35% of the average weekly net assets.
Securities

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Quality Municipal Income         05/31/97             0.35% of the average weekly net assets.
Trust

- -----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Quality Municipal                05/31/97             0.35% of the average weekly net assets.
Investment Trust
- -----------------------------------------------------------------------------------------------------------------------








                                                               Page 1 of Annex 1

                                     ANNEX 1

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

Morgan Stanley Allocator Fund

Morgan Stanley Biotechnology Fund

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Fundamental Value Fund

Morgan Stanley Growth Fund

Morgan Stanley International Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley KLD Social Index Fund

Morgan Stanley Latin American Growth Fund

Morgan Stanley Mid-Cap Value Fund

Morgan Stanley Nasdaq-100 Index Fund

Morgan Stanley Select Dimensions Investment Series

Morgan Stanley Small-Mid Special Value Fund

Morgan Stanley Special Growth Fund

Morgan Stanley Total Return Trust





                                                               Page 1 of Annex 2

                                     ANNEX 2


LIST OF CLOSED-END FUNDS FOR WHICH THE LIQUIDATION PREFERENCE OF ANY PREFERRED
SHARES ISSUED BY SUCH FUND WILL NOT BE DEDUCTED FROM THE FUND'S TOTAL ASSETS FOR
PURPOSES OF CALCULATING THE MANAGEMENT FEE:

Morgan Stanley California Insured Municipal Income Trust

Morgan Stanley California Quality Municipal Securities

Morgan Stanley Insured Municipal Bond Trust

Morgan Stanley Insured Municipal Income Trust

Morgan Stanley Insured Municipal Trust

Morgan Stanley New York Quality Municipal Securities

Morgan Stanley Quality Municipal Income Trust

Morgan Stanley Quality Municipal Investment Trust

Morgan Stanley Quality Municipal Securities







                                                               Page 1 of Annex 3


                                     ANNEX 3

LIST OF FUNDS FOR WHICH THE CURRENT INVESTMENT MANAGEMENT AGREEMENT SPECIFIES
THAT SECTION 8 IS APPLICABLE AND ANY FUND-SPECIFIC OPERATING EXPENSE LIMITATION:

Active Assets California Tax-Free Trust

Active Assets Government Securities Trust

Active Assets Money Trust

Active Assets Tax-Free Trust

Morgan Stanley American Opportunities Fund

Morgan Stanley Balanced Growth Fund

Morgan Stanley California Tax-Free Daily Income Trust

Morgan Stanley California Tax-Free Income Fund

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Convertible Securities Trust

Morgan Stanley Developing Growth Securities Trust

Morgan Stanley Dividend Growth Securities Inc.

Morgan Stanley European Growth Fund Inc.

Morgan Stanley Federal Securities Trust

Morgan Stanley Global Dividend Growth Securities

Morgan Stanley Global Utilities Fund

Morgan Stanley Government Income Trust

         (a) 1 1/2 % of the first $30 million of the average weekly net assets
         of the Fund during such year and 1 % of such average weekly net assets
         in excess of $30 million; or

         (b) 25% of the Fund's gross income for such year, the Investment
         Manager will pay to the Fund the greater of the excess as computed
         under (a) or (b).

Morgan Stanley Growth Fund

Morgan Stanley Hawaii Municipal Trust

Morgan Stanley Health Sciences Trust






                                                               Page 2 of Annex 3


Morgan Stanley High Yield Securities Inc.

Morgan Stanley Income Builder Fund

Morgan Stanley Income Securities Inc.

         (a) 1 1/2 % of the first $30 million of the average weekly net assets
         of the Fund during such year and 1 % of such average weekly net assets
         in excess of $30 million; or

         (b) 25% of the Fund's gross income for such year, the Investment
         Manager will pay to the Fund the greater of the excess as computed
         under (a) or (b).

Morgan Stanley Information Fund

Morgan Stanley International SmallCap Fund

Morgan Stanley Japan Fund

Morgan Stanley Latin American Growth Fund

Morgan Stanley Limited Duration Fund

Morgan Stanley Limited Duration U.S. Treasury Trust

Morgan Stanley Limited Term Municipal Trust

Morgan Stanley Liquid Asset Fund Inc.

Morgan Stanley Multi-State Municipal Series Trust

Morgan Stanley Natural Resource Development Securities Inc.

Morgan Stanley New York Municipal Money Market Trust

Morgan Stanley Pacific Growth Fund Inc.

Morgan Stanley Select Dimensions Investment Series:

         American Opportunities Portfolio, Balanced Growth Portfolio,
         Developing Growth Portfolio, Dividend Growth Portfolio, Flexible
         Income Portfolio, Global Equity Portfolio, Growth Portfolio, Money
         Market Portfolio, Utilities Portfolio, or Value-Added Market
         Portfolio:

                  2.5% of the average daily net assets of such Portfolio up to
                  $30 million, 2.0% of the next $70 million and 1.5% of the
                  average daily net assets of such Portfolio in excess of $100
                  million

Morgan Stanley Special Growth Fund

Morgan Stanley Special Value Fund







                                                               Page 3 of Annex 3


Morgan Stanley Strategist Fund

Morgan Stanley Tax-Exempt Securities Trust

Morgan Stanley Tax-Free Daily Income Trust

Morgan Stanley Total Return Trust

Morgan Stanley U.S. Government Securities Trust

Morgan Stanley Utilities Fund

Morgan Stanley Value-Added Market Series

Morgan Stanley Variable Investment Series:

         Dividend Growth Portfolio, Equity Portfolio, High Yield Portfolio,
         Money Market Portfolio, Quality Income Plus Portfolio, Strategist
         Portfolio, or Utilities Portfolio:

                  1.5% of the average daily net assets of such Portfolio up to
                  $30 million and 1.0% of the average daily net assets of such
                  Portfolio in excess of $30 million

         European Growth Portfolio, Global Dividend Growth Portfolio, or Pacific
         Growth Portfolio:

                  2.5% of the average daily net assets of such Portfolio up to
                  $30 million, 2.0% of the next $70 million and 1.5% of the
                  average daily net assets of such Portfolio in excess of $100
                  million