EX-99.77O RULE 10F-3

                  Morgan Stanley Quality Municipal Income Trust
                          Item 77(O) 10F-3 Transactions
                         May 1, 2005 - October 31, 2005



Securi  Purch   Size   Offeri  Total   Amount    % of    % of
  ty     ase/    of      ng    Amount    of     Offeri  Funds   Broker  Purcha
Purcha  Trade  Offeri  Price     of    Shares     ng    Total     s       sed
  sed    Date    ng      of   Offerin  Purcha   Purcha  Assets           From
                       Shares    g       sed      sed
                                         By       By
                                        Fund     Fund
Virgin  5/13/    -     $97.75 $448,26  1,000,    0.22%  0.17%   Bear,    Bear
  ia      05                   0,000     000                    Stearn  Stearn
Tobacc                                                           s &       s
   o                                                             Co.
Settle                                                          Inc.,
 ment                                                           Citigr
Financ                                                           oup,
  ing                                                           First
 Corp                                                           Albany
Series                                                          Capita
  05                                                              l
                                                                Inc.,
                                                                Lehman
                                                                Brothe
                                                                 rs,
                                                                 BB&T
                                                                Capita
                                                                  l
                                                                Market
                                                                 s (A
                                                                Divisi
                                                                on of
                                                                Scott
                                                                  &
                                                                String
                                                                fellow
                                                                  ,
                                                                Inc.),
                                                                 M.R.
                                                                Beal &
                                                                Compan
                                                                  y,
                                                                Davenp
                                                                ort &
                                                                Compan
                                                                  y,
                                                                 LLC,
                                                                Morgan
                                                                Keegan
                                                                  &
                                                                Compan
                                                                  y,
                                                                Inc.,
                                                                 UBS
                                                                Financ
                                                                 ial
                                                                Servic
                                                                  es
                                                                Inc.,
                                                                Goldma
                                                                  n
                                                                Sachs
                                                                & Co.,
                                                                Morgan
                                                                Stanle
                                                                 y &
                                                                 Co.
                                                                Incorp
                                                                orated
                                                                , Legg
                                                                Mason
                                                                 Wood
                                                                Walker
                                                                  ,
                                                                Inc.,
                                                                Wachov
                                                                  ia
                                                                Bank,
                                                                Nation
                                                                  al
                                                                Associ
                                                                ation

                                                                Bear,
                                                                Stearn
Golden  7/28/    -     $104.2 $3,140,  6,000,    0.19%  0.99%    s &     Bear
 State    05             2    563,508    000                     Co.    Stearn
Tobacc                          .25                             Inc.,      s
   o                                                            Citigr
Securi                                                           oup,
tizati                                                          Goldma
  on                                                              n,
 Corp                                                           Sachs
                                                                & Co.,
                                                                Sieber
                                                                  t
                                                                Brandf
                                                                 ord
                                                                Shank
                                                                & Co.
                                                                 LLC,
                                                                 A.G.
                                                                Edward
                                                                  s,
                                                                First
                                                                Albany
                                                                Capita
                                                                  l,
                                                                Inc.,
                                                                JPMorg
                                                                  an
                                                                Securi
                                                                 ties
                                                                Inc.,
                                                                Morgan
                                                                Stanle
                                                                  y,
                                                                Alamo
                                                                Capita
                                                                  l,
                                                                Great
                                                                Pacifi
                                                                  c
                                                                Securi
                                                                 ties
                                                                Inc.,
                                                                Lehman
                                                                Brothe
                                                                 rs,
                                                                 M.R.
                                                                Beal &
                                                                Compan
                                                                  y,
                                                                Stone
                                                                  &
                                                                Youngb
                                                                 erg,
                                                                 LLC,
                                                                Wachov
                                                                  ia
                                                                Bank,
                                                                Nation
                                                                  al
                                                                Associ
                                                                ation,
                                                                 E.J.
                                                                De La
                                                                Rosa &
                                                                 Co.,
                                                                Inc.,
                                                                Jackso
                                                                  n
                                                                Securi
                                                                ties,
                                                                Merril
                                                                  l
                                                                Lynch
                                                                & Co.,
                                                                Pragor
                                                                  ,
                                                                Sealy
                                                                  &
                                                                Compan
                                                                  y,
                                                                 LLC,
                                                                 UBS
                                                                Financ
                                                                 ial
                                                                Servic
                                                                  es
                                                                 Inc.

                                                                JPMorg
                                                                 an,
                                                                Morgan
                                                                Stanle
  The   9/14/    -     $105.7 $840,00  2,000,    0.31%  0.33%     y,    JPMorg
 City     05             8    0,000.0    000                     M.R.     an
of New                           0                              Beal &
 York                                                           Compan
Genera                                                            y,
   l                                                            Lehman
Obliga                                                          Brothe
 tion                                                            rs,
 Bonds                                                          Ramire
Series                                                           z &
 2006F                                                           Co.,
                                                                Inc.,
                                                                Advest
                                                                  ,
                                                                Inc./L
                                                                ebenth
                                                                 al,
                                                                 CIBC
                                                                World
                                                                Market
                                                                  s,
                                                                 A.G.
                                                                Edward
                                                                  s,
                                                                 Legg
                                                                Mason
                                                                 Wood
                                                                Walker
                                                                  ,
                                                                Incorp
                                                                orated
                                                                  ,
                                                                Prager
                                                                  ,
                                                                Sealy
                                                                & Co.,
                                                                 LLC,
                                                                Bear,
                                                                Stearn
                                                                 s &
                                                                 Co.
                                                                 Inc,
                                                                First
                                                                Albany
                                                                Capita
                                                                  l
                                                                Inc.,
                                                                 Apex
                                                                Pryor
                                                                Securi
                                                                ties,
                                                                Commer
                                                                  ce
                                                                Capita
                                                                  l
                                                                Market
                                                                  s,
                                                                Inc.,
                                                                Jackso
                                                                  n
                                                                Securi
                                                                ties,
                                                                 Loop
                                                                Capita
                                                                  l
                                                                Market
                                                                  s,
                                                                 LLC,
                                                                Raymon
                                                                  d
                                                                James
                                                                  &
                                                                Associ
                                                                ates,
                                                                Inc.,
                                                                Citigr
                                                                 oup,
                                                                 UBS
                                                                Financ
                                                                 ial
                                                                Servic
                                                                  es
                                                                Inc.,
                                                                Goldma
                                                                  n,
                                                                Sachs
                                                                & CO.,
                                                                Merril
                                                                  l
                                                                Lynch
                                                                & Co.,
                                                                Roosev
                                                                elt &
                                                                Cross
                                                                Incorp
                                                                orated
                                                                , Banc
                                                                  of
                                                                Americ
                                                                  a
                                                                Securi
                                                                 ties
                                                                 LLC,
                                                                 RBC
                                                                 Dain
                                                                Rausch
                                                                  er
                                                                Inc.,
                                                                Janney
                                                                Montgo
                                                                 mery
                                                                Scott
                                                                 LLC,
                                                                Popula
                                                                  r
                                                                Securi
                                                                ties,
                                                                Wachov
                                                                  ia
                                                                Bank,
                                                                Nation
                                                                  al
                                                                Associ
                                                                ation

EX-99.77Q2 ITEM 405

Exhibit 77Q-2

A Form 3 was inadvertently filed late by Morgan Stanley
Investment Advisors Inc. on behalf of Carsten Otto.  The
Form 3 related solely to Mr. Otto's election as Chief
Compliance Officer of the Fund and did not relate to any
transactions in fund shares.

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Morgan Stanley Quality Municipal Income Trust:

In planning and performing our audit of the financial statements of
Morgan Stanley Quality Municipal Income Trust (the Trust) as of and
for the year ended October 31, 2005, in accordance with the standards
of the Public Company Accounting Oversight Board (United States),
we considered its internal control over financial reporting, including
control activities for safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Trust’s internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Trust is responsible for establishing and
maintaining effective internal control over financial reporting.  In
fulfilling this responsibility, estimates and judgments by management
are required to assess the expected benefits and related costs of
controls.  A Trust’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles.  Such internal control includes policies and procedures that
provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a Trust’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

A control deficiency exists when the design or operation of a control
does not allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect misstatements
on a timely basis. A significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects the Trust’s
ability to initiate, authorize, record, process or report financial data
reliably in accordance with generally accepted accounting principles
such that there is more than a remote likelihood that a misstatement of
the Trust’s annual or interim financial statements that is more than
inconsequential will not be prevented or detected. A material weakness
is a significant deficiency, or combination of significant deficiencies,
that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be
prevented or detected.

Our consideration of the Trust’s internal control over financial
reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control
that might be significant deficiencies or material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Trust’s internal control over financial reporting and its operation,
including controls for safeguarding securities, that we consider to be a
material weakness as defined above as of October 31, 2005.

This report is intended solely for the information and use of
management and the Board of Trustees of Morgan Stanley Quality
Municipal Income Trust, and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than
these specified parties.



New York, New York
December 19, 2005

EX-99.77Q1 OTHR EXHB

                               -7-
                                                    NYA 691088.10

                      AMENDED AND RESTATED
                  INVESTMENT ADVISORY AGREEMENT

     INVESTMENT  ADVISORY AGREEMENT made as of  the  1st  day  of
November,   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 Adviser"):

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

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

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

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

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

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

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

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

                       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 Adviser agree as follows:

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

2.   In connection with those Funds identified in Annex 1 to this
Agreement and as permitted in their respective Current Investment
Management Agreements, and in connection with all Funds added to
Schedule A after the date hereof, the Investment Adviser may,
subject to the approval of the Board of Trustees/Directors (and
in the case of the Morgan Stanley European Growth Fund Inc.,
Morgan Stanley International SmallCap Fund, Morgan Stanley Japan
Fund, Morgan Stanley Pacific Growth Fund Inc. and Morgan Stanley
Variable Investment Series (on behalf of its European Growth
Portfolio) shall) at its own expense, enter into a Sub-Advisory
Agreement with a Sub-Advisor to make determinations as to certain
or all of the securities and commodities to be purchased, sold or
otherwise disposed of by such Funds and the timing of such
purchases, sales and dispositions and to take such further
action, including the placing of purchase and sale orders on
behalf of such Funds as the Sub-Advisor, in consultation with the
Investment Adviser, shall deem necessary or appropriate; provided
that the Investment Adviser shall be responsible for monitoring
compliance by such Sub-Advisor with the investment policies and
restrictions of such Funds and with such other limitations or
directions as the Trustees/Directors of the Fund may from time to
time prescribe.
3.   The Investment Adviser shall, at its own expense, maintain
such staff and employ or retain such personnel and consult with
such other persons as it shall from time to time determine to be
necessary or useful to the performance of its obligations under
this Agreement.  Without limiting the generality of the
foregoing, the staff and personnel of the Investment Adviser
shall be deemed to include persons employed or otherwise retained
by the Investment Adviser to furnish statistical and other
factual data, advice regarding economic factors and trends,
information with respect to technical and scientific
developments, and such other information, advice and assistance
as the Investment Adviser may desire.
4.   Each Fund will, from time to time, furnish or otherwise make
available to the Investment Adviser such financial reports, proxy
statements and other information relating to the business and
affairs of such Fund as the Investment Adviser may reasonably
require in order to discharge its duties and obligations
hereunder.
5.   The Investment Adviser shall bear the cost of rendering the
investment advisory and supervisory services to be performed by
it under this Agreement, and shall, at its own expense, pay the
compensation of the officers and employees, if any, of the Funds
who are also directors, officers or employees of the Investment
Adviser.
     6.    Except  as  otherwise provided in  the  Administration
Agreement,  each Fund assumes and shall pay or cause to  be  paid
all  other  expenses of such Fund, including without  limitation:
fees and expenses payable under the Administration Agreement, the
charges   and  expenses  of  any  registrar,  any  custodian   or
depository appointed by the Fund for the safekeeping of its cash,
portfolio securities and commodities and other property, and  any
stock transfer or dividend agent or agents appointed by the Fund;
brokers'  commissions chargeable to the Fund in  connection  with
portfolio securities transactions to which the Fund is  a  party;
all  taxes,  including  securities and commodities  issuance  and
transfer taxes, and fees payable by the Fund to Federal, State or
other governmental agencies; the cost and expense of engraving or
printing share certificates representing shares of the Fund;  all
costs  and  expenses  in  connection with  the  registration  and
maintenance of registration of the Fund and its shares  with  the
Securities and Exchange Commission and various states  and  other
jurisdictions   (including  filing  fees  and  legal   fees   and
disbursements  of  counsel); the cost  and  expense  of  printing
(including typesetting) and distributing prospectuses of the Fund
and  supplements thereto to the Fund's shareholders; all expenses
of   shareholders'  and  Trustees'/Directors'  meetings  and   of
preparing,  printing and mailing proxy statements and reports  to
shareholders;  fees and travel expenses of Trustees/Directors  or
members  of any advisory board or committee who are not employees
of  the  Investment  Adviser or any corporate  affiliate  of  the
Investment Adviser; all expenses incident to the payment  of  any
dividend, distribution, withdrawal or redemption (and in the case
of  the  closed-end funds, any dividend or distribution program),
whether in shares or in cash; charges and expenses of any outside
pricing  service  used for pricing of the Fund's shares;  charges
and   expenses  of  legal  counsel,  including  counsel  to   the
Trustees/Directors of the Fund who are not interested persons (as
defined in the Act) of the Fund or the Investment Adviser, and of
independent accountants in connection with any matter relating to
the  Fund;  membership dues of the Investment  Company  Institute
(and  in  the  case  of the closed-end funds,  other  appropriate
industry associations); interest payable on Fund borrowings; (and
in  the  case of the closed-end funds, fees and expenses incident
to  the  listing  of  the funds' shares on any  stock  exchange);
postage;  insurance premiums on property or personnel  (including
officers and Trustees/Directors) of the Fund which inure  to  its
benefit;  extraordinary expenses (including but  not  limited  to
legal  claims  and  liabilities  and  litigation  costs  and  any
indemnification related thereto); and all other charges and costs
of the Fund's operation.

7.   For the services to be rendered, the facilities furnished,
and the expenses assumed by the Investment Adviser, each Fund
shall pay to the Investment Adviser monthly compensation
determined by applying the annual rates to the Fund's daily net
assets (weekly net assets with respect to each closed-end fund)
as set forth in Schedule A, provided, however, that in no event
will the sum of the fee payable hereunder by each Fund to the
Investment Adviser hereunder and the fee payable by that Fund
under the Administration Agreement, as that agreement may be
amended from time to time, exceed the fee payable by the Fund
under the Amended and Restated Investment Management Agreement.
For the purposes of calculating the advisory fee hereunder and
the administrative fee under the Administration Agreement for the
closed-end funds referenced on Annex 2 the liquidation preference
of any Preferred Shares issued by each of such Funds will not be
deducted from the Fund's total assets.  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 Adviser, compensation hereunder  shall
be  calculated and accrued at more frequent intervals in a manner
consistent with the calculation of fees on a weekly basis.

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

     8.   This section is applicable only to those Funds listed on
Annex  3 and subject to any fund specific requirements set  forth
in  Annex 3.  In the event the operating expenses of those  Funds
identified  in  Annex  3  to  this Agreement,  including  amounts
payable to the Investment Adviser pursuant to paragraph 7  hereof
and  the  amounts  payable by the Funds under the  Administration
Agreement,  for any fiscal year ending on a date  on  which  this
Agreement is in effect, exceed the expense limitations applicable
to  a  Fund  imposed  by  state securities  laws  or  regulations
thereunder,  as  such limitations may be raised or  lowered  from
time  to  time, the Investment Adviser shall reduce its  advisory
fee  to  the extent of such excess and, if required, pursuant  to
any  such  laws or regulations, will reimburse a Fund for  annual
operating expenses in excess of any expense limitation  that  may
be  applicable; provided, however, there shall be  excluded  from
such  expenses  the  amount  of any  interest,  taxes,  brokerage
commissions and extraordinary expenses (including but not limited
to  legal  claims and liabilities and litigation  costs  and  any
indemnification related thereto) paid or payable by a Fund.  Such
reduction,  if any, shall be computed and accrued daily  (and  in
the case of the closed-end funds, weekly), shall be settled on  a
monthly  basis,  and  shall be based upon the expense  limitation
applicable  to a Fund as at the end of the last business  day  of
the  month.   Should  two  or more such  expense  limitations  be
applicable  as at the end of the last business day of the  month,
(and  in the case of the closed-end funds, as at the end  of  the
last  full  week  of  the  month) that expense  limitation  which
results in the largest reduction in the Investment Adviser's  fee
shall be applicable.

9.   The Investment Adviser will use its best efforts in the
supervision and management of the investment activities of each
Fund, but in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations hereunder,
the Investment Adviser shall not be liable to a Fund or any of
its investors for any error of judgment or mistake of law or for
any act or omission by the Investment Adviser or for any losses
sustained by a Fund or its investors.
10.  Nothing contained in this Agreement shall prevent the
Investment Adviser or any affiliated person of the Investment
Adviser from acting as investment adviser or manager for any
other person, firm or corporation and shall not in any way bind
or restrict the Investment Adviser or any such affiliated person
from buying, selling or trading any securities or commodities for
their own accounts or for the account of others for whom they may
be acting.  Nothing in this Agreement shall limit or restrict the
right of any trustee/director, officer or employee of the
Investment Adviser to engage in any other business or to devote
his or her time and attention in part to the management or other
aspects of any other business whether of a similar or dissimilar
nature.
11.  This Agreement shall continue in effect with respect to each
Fund for a period of up to one year from the effective date
hereof (except with respect to any Fund added to Schedule A of
this Agreement after the date hereof, for an initial period of
two years from the date that such Fund is added) and thereafter
provided such continuance is approved at least annually by the
vote of holders of a majority (as defined in the Act) of the
outstanding voting securities of each Fund (if applicable, Common
Shares and Preferred Shares voting together as a single class) or
by the Board of Trustees/Directors of such Fund; provided that in
either event such continuance is also approved annually by the
vote of a majority of the Trustees/Directors of such Fund who are
not parties to this Agreement or "interested persons" (as defined
in the Act) of any such party, which vote must be cast in person
at a meeting called for the purpose of voting on such approval;
provided, however, that (a) each Fund may, at any time and
without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Adviser, either by
majority vote of the Board of Trustees/Directors of such Fund or
by the vote of a majority of the outstanding voting securities of
such Fund (if applicable, Common Shares and Preferred Shares
voting together as a single class); (b) this Agreement shall
immediately terminate in the event of its assignment (within the
meaning of the Act) unless such automatic termination shall be
prevented by an exemptive order of the Securities and Exchange
Commission; and (c) the Investment Adviser may terminate this
Agreement without payment of penalty on thirty days' written
notice to such Fund.  Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid,
to the other party at the principal office of such party.
     Any  approval of this Agreement by the holders of a majority
of the outstanding voting securities of any portfolio/series of a
Fund  shall be effective to continue this Agreement with  respect
to  such portfolio/series notwithstanding (a) that this Agreement
has  not  been  approved by the holders  of  a  majority  of  the
outstanding  voting  securities of any other portfolio/series  or
(b)  that this Agreement has not been approved by the vote  of  a
majority  of  the outstanding voting securities of  the  Fund  of
which  it  is  a portfolio/series unless such approval  shall  be
required by any other applicable law or otherwise.

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

13.  This Agreement shall be construed in accordance with the law
of the State of New York and the applicable provisions of the
Act.  To the extent the applicable law of the State of New York,
or any of the provisions herein, conflicts with the applicable
provisions of the Act, the latter shall control.
14.  The Declaration of Trust, together with all amendments
thereto establishing each Fund identified in Schedule A as a
Massachusetts business trust (the "Declaration"), is on file in
the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name of such Funds refers to the Trustees under
the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or
agent of such Funds shall be held to any personal liability, nor
shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in
connection with the affairs of such Funds, but the Trust Estate
only shall be liable.
15.  The Investment Adviser and each Fund agree that the name
Morgan Stanley is a property right of the Investment Adviser or
its parent.  Each Fund agrees and consents that (i) it will only
use the name Morgan Stanley as a component of its name and for no
other purpose, (ii) it will not purport to grant to any third
party the right to use the Name for any purpose, (iii) the
Investment Adviser or its parent, or any corporate affiliate of
the Investment Adviser's parent, may use or grant to others the
right to use the name Morgan Stanley, or any combination or
abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, including a grant of
such right to any other investment company, (iv) at the request
of the Investment Adviser or its parent or any corporate
affiliate of the Investment Adviser's parent, each Fund will take
such action as may be required to provide its consent to the use
name Morgan Stanley, or any combination or abbreviation thereof,
by the Investment Adviser or its parent or any corporate
affiliate of the Investment Adviser's parent, or by any person to
whom the Investment Adviser or its then current parent or a
corporate affiliate of the Investment Adviser's parent shall have
granted the right to such use, and (v) upon the termination of
any investment advisory agreement into which a corporate
affiliate of the Investment Adviser's parent and each Fund may
enter, or upon termination of affiliation of the Investment
Adviser with its parent, each Fund shall, upon request of the
Investment Adviser or its parent or any corporate affiliate of
the Investment Adviser's parent, cease to use the Name as a
component of its name, and shall not use the name, or any
combination or abbreviation thereof, as a part of its name or for
any other commercial purpose, and shall cause its officers,
trustees/directors and shareholders to take any and all actions
which the Investment Adviser or its parent or any corporate
affiliate of the Investment Adviser's parent, may request to
effect the foregoing and to reconvey to the Investment Adviser's
parent any and all rights to such name.
     IN  WITNESS  WHEREOF, the parties hereto have  executed  and
delivered  this Agreement, on November 1, 2004, in New York,  New
York.

                                  ON BEHALF OF EACH FUND AS SET
                                  FORTH IN SCHEDULE A


                                  By:



Attest:




                                  MORGAN STANLEY INVESTMENT
                                  ADVISORS INC.


                                  By:


Attest:




                                                       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:

FIXED INCOME FUNDS    EFFECTIVE DATE  INVESTMENT ADVISORY FEE
                      OF AGREEMENT
                      AND
                      ANY AMENDMENTS
                      ENTERED INTO
                      PRIOR TO MAY
                      1, 2004
Morgan Stanley        05/31/97, as    0.47% of the portion of the
California Tax- Free  amended on      daily net assets not
Income Fund           04/30/98        exceeding $500 million;
                                      0.445% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.42% of the portion of the
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1 billion;
                                      0.395% of the portion of
                                      the daily net assets
                                      exceeding $1 billion.
Morgan Stanley        05/31/97        0.52% of the portion of the
Convertible                           daily net assets not
Securities Trust                      exceeding $750 million;
                                      0.47% of the portion of the
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1 billion; 0.42%
                                      of the portion of the daily
                                      net assets of the exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.395% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.37% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $3 billion; and
                                      0.345% of the portion of
                                      the daily net assets
                                      exceeding $3 billion.
Morgan Stanley        05/31/97, as    0.47% of the portion of the
Federal Securities    amended on      daily net assets not
Trust                 04/30/98        exceeding $1 billion;
                                      0.445% of the portion of
                                      the daily net assets
                                      exceeding $1 billion but
                                      not exceeding $1.5 billion;
                                      0.42% of the portion of the
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2 billion;
                                      0.395% of the portion of
                                      the daily net assets
                                      exceeding $2 billion but
                                      not exceeding $2.5 billion;
                                      0.37% of the portion of the
                                      daily net assets exceeding
                                      $2.5 billion but not
                                      exceeding $5 billion;
                                      0.345% of the portion of
                                      the daily net assets
                                      exceeding $5 billion but
                                      not exceeding $7.5 billion;
                                      0.32% of the portion of the
                                      daily net assets exceeding
                                      $7.5 billion but not
                                      exceeding $10 billion;
                                      0.295% of the portion of
                                      the daily net assets
                                      exceeding $10 billion but
                                      not exceeding $12.5
                                      billion; and 0.27% of the
                                      portion of the daily net
                                      assets exceeding $12.5
                                      billion.
Morgan Stanley        05/31/97, as    0.32% of the daily net
Flexible Income Trust amended on      assets.
                      04/30/98
Morgan Stanley High   05/31/97        0.42% of the portion of the
Yield Securities Inc.                 daily net assets not
(Maryland                             exceeding $500 million;
corporation)                          0.345% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.295% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.27% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $2 billion;
                                      0.245% of the portion of
                                      the daily net assets
                                      exceeding $2 billion but
                                      not exceeding $3 billion;
                                      and 0.22% of the portion of
                                      daily net assets exceeding
                                      $3 billion.
Morgan Stanley        05/31/97, as    0.52% of the portion of
Limited Duration Fund amended on      daily net assets not
                      04/30/98,       exceeding $1 billion ;
                      05/01/04        0.47% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $2 billion; and
                                      0.42% of the portion of
                                      daily net assets exceeding
                                      $2 billion.
Morgan Stanley        05/31/97, as    0.27% of the daily net
Limited Duration U.S. amended on      assets.
Treasury Trust        04/30/98
Morgan Stanley        05/31/97, as    0.42% of the daily net
Limited Term          amended on      assets.
Municipal Trust       04/30/98
Morgan Stanley New    05/31/97, as    0.47% of the portion of the
York Tax- Free Income amended on      daily net assets not
Fund                  04/30/98        exceeding $500 million; and
                                      0.445% of the portion of
                                      the daily net assets
                                      exceeding $500 million.
Morgan Stanley        05/31/97, as    0.42% of the portion of the
Quality Income Trust  amended on      daily net assets not
                      04/30/98        exceeding $500 million;
                                      0.35% of the portion of the
                                      daily net assets exceeding
                                      $500 million but not
                                      exceeding $1.25 billion;
                                      and 0.22% of the portion of
                                      the daily net assets
                                      exceeding $1.25 billion.
Morgan Stanley Select 05/31/97, as    0.32% of the daily net
Dimensions Investment amended on      assets.
Series-               04/30/98
 - Flexible Income
Portfolio
Morgan Stanley Tax-   05/31/97, as    0.42% of the portion of the
Exempt Securities     amended on      daily net assets not
Trust                 04/30/98,       exceeding $500 million;
                      05/01/02        0.345% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.295% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.27% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.25 billion;
                                      0.245% of the portion of
                                      the daily net assets
                                      exceeding $1.25 billion but
                                      not exceeding $2.5 billion;
                                      0.22% of the portion of the
                                      daily net assets exceeding
                                      $2.5 billion.
Morgan Stanley U.S.   05/31/97, as    0.42% of the portion of the
Government Securities amended on      daily net assets not
Trust                 04/30/98        exceeding $1 billion;
                                      0.395% of the portion of
                                      the daily net assets
                                      exceeding $1 billion but
                                      not exceeding $1.5 billion;
                                      0.37% of the portion of the
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2 billion;
                                      0.345% of the portion of
                                      the daily net assets
                                      exceeding $2 billion but
                                      not exceeding $2.5 billion;
                                      0.32% of the portion of the
                                      daily net assets exceeding
                                      $2.5 billion but not
                                      exceeding $5 billion;
                                      0.295% of the portion of
                                      the daily net assets
                                      exceeding $5 billion but
                                      not exceeding $7.5 billion;
                                      0.27% of the portion of the
                                      daily net assets exceeding
                                      $7.5 billion but not
                                      exceeding $10 billion;
                                      0.245% of the portion of
                                      the daily net assets
                                      exceeding $10 billion but
                                      not exceeding $12.5
                                      billion; and 0.22% of the
                                      portion of the daily net
                                      assets exceeding $12.5
                                      billion.
Morgan Stanley
Variable Investment
Series--
 - High Yield         05/31/97, as    0.42% of the portion of
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $500 million;
                      05/01/99,       0.345% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $750 million;
                                      0.295% of the portion of
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1 billion; 0.27%
                                      of the portion of daily net
                                      assets exceeding $1 billion
                                      but not exceeding $2
                                      billion; 0.245% of the
                                      portion of daily net assets
                                      exceeding $2 billion but
                                      not exceeding $3 billion;
                                      and 0.22% of the portion of
                                      daily net assets exceeding
                                      $3 billion.
 - Limited Duration   05/31/97, as    0.30% of the daily net
Portfolio             amended on      assets.
                      05/01/98,
                      05/01/99,
                      05/01/00
 - Quality Income     05/31/97, as    0.42% of the portion of the
Plus Portfolio        amended on      daily net assets not
                      05/01/98,       exceeding $500 million;
                      05/01/99,       0.35% of the portion of the
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $1.25 billion;
                                      and 0.22% of the portion of
                                      the daily net assets
                                      exceeding $1.25 billion.

EQUITY, BALANCED AND  EFFECTIVE DATE  INVESTMENT ADVISORY FEE
ASSET ALLOCATION      OF AGREEMENT
FUNDS                 AND
                      ANY AMENDMENTS
                      ENTERED INTO
                      PRIOR TO MAY
                      1, 2004
Morgan Stanley        12/02/98        0.67% of the portion of
Aggressive Equity                     daily net assets not
Fund                                  exceeding $500 million;
                                      0.645% of the portion of
                                      daily net assets exceeding
                                      $500 million but not
                                      exceeding $2 billion; 0.62%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; and 0.595% of the
                                      portion of daily net assets
                                      exceeding $3 billion.
Morgan Stanley        12/12/02        0.67% of the daily net
Allocator Fund                        assets.
Morgan Stanley        05/31/97        0.545% of the portion of
American                              the daily net assets not
Opportunities Fund                    exceeding $250 million;
                                      0.42% of the portion of the
                                      daily net assets exceeding
                                      $250 million but not
                                      exceeding $2.5 billion;
                                      0.395% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3.5 billion;
                                      0.37% of the portion of the
                                      daily net assets exceeding
                                      $3.5 billion but not
                                      exceeding $4.5 billion; and
                                      0.345% of the portion of
                                      the daily net assets
                                      exceeding $4.5 billion.
Morgan Stanley        05/31/97, as    0.52% of the portion of the
Balanced Growth Fund  amended on      daily net assets not
                      04/30/98,       exceeding $500 million; and
                      05/01/99        0.495% of the portion of
                                      the daily net assets
                                      exceeding $500 million.
Morgan Stanley        05/31/97, as    0.52% of the portion of the
Balanced Income Fund  amended on      daily net assets not
                      04/30/98        exceeding $500 million; and
                                      0.495% of the portion of
                                      the daily net assets
                                      exceeding $500 million.
Morgan Stanley        05/13/02        0.92% of the daily net
Biotechnology Fund                    assets. The Investment
                                      Adviser has agreed to
                                      assume all operating
                                      expenses (except for
                                      brokerage and 12b-1 fees)
                                      and waive the compensation
                                      provided in this Agreement
                                      and the Administration
                                      Agreement with the Fund
                                      until such time as the Fund
                                      attains $50 million of net
                                      assets or until April 30,
                                      2006, whichever occurs
                                      first.
Morgan Stanley        06/28/99        0.67% of the portion of
Capital Opportunities                 daily net assets not
Trust                                 exceeding $500 million;
                                      0.645% of the portion of
                                      daily net assets exceeding
                                      $500 million but not
                                      exceeding $2 billion; 0.62%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; and 0.595% of the
                                      portion of daily net assets
                                      exceeding $3 billion.
Morgan Stanley        05/31/97, as    0.42% of the portion of the
Developing Growth     amended on      daily net assets not
Securities Trust      04/30/98        exceeding $500 million; and
                                      0.395% of the portion of
                                      the daily net assets
                                      exceeding $500 million.
Morgan Stanley        05/31/97, as    0.545% of the portion of
Dividend Growth       amended on      daily net assets not
Securities Inc.       04/30/98        exceeding $250 million;
(Maryland                             0.42% of the portion of
corporation)                          daily net assets exceeding
                                      $250 million but not
                                      exceeding $1 billion;
                                      0.395% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $2 billion; 0.37%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; 0.345% of the
                                      portion of daily net assets
                                      exceeding $3 billion but
                                      not exceeding $4 billion;
                                      0.32% of the portion of
                                      daily net assets exceeding
                                      $4 billion but not
                                      exceeding $5 billion;
                                      0.295% of the portion of
                                      daily net assets exceeding
                                      $5 billion but not
                                      exceeding $6 billion; 0.27%
                                      of the portion of daily net
                                      assets exceeding $6 billion
                                      but not exceeding $8
                                      billion; 0.245% of the
                                      portion exceeding $8
                                      billion but not exceeding
                                      $10 billion; 0.22% of the
                                      portion of daily net assets
                                      exceeding $10 billion but
                                      not exceeding $15 billion;
                                      and 0.195% of the portion
                                      of daily net assets
                                      exceeding $15 billion.
Morgan Stanley        05/31/97, as    0.87% of the portion of
European Growth Fund  amended on      daily net assets not
Inc.                  04/30/98,       exceeding $500 million;
(Maryland             12/01/98,       0.82% of the portion of
corporation)          05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $2 billion; 0.77%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; and 0.745% of the
                                      portion of daily net assets
                                      exceeding $3 billion.
Morgan Stanley        05/31/97, as    0.67% of the portion of the
Financial Services    amended on      daily net assets not
Trust                 04/30/98,       exceeding $500 million;
                      05/01/99,       0.645% of the portion of
                      05/01/01        the daily net assets
                                      exceeding $500 million but
                                      not exceeding $1.0 billion;
                                      and 0.62% of the portion of
                                      the daily net assets
                                      exceeding $1.0 billion.
Morgan Stanley Fund   07/28/97, as    None
of Funds-             amended on
 - Domestic Portfolio 04/30/98
Morgan Stanley        08/19/02        0.67% of the daily net
Fundamental Value                     assets.
Fund
Morgan Stanley Global 11/06/97, as    0.57% of the portion of the
Advantage Fund        amended on      daily net assets not
                      05/01/98        exceeding $1.5 billion; and
                                      0.545% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion.
Morgan Stanley Global 05/31/97, as    0.67% of the portion of the
Dividend Growth       amended on      daily net assets not
Securities            05/01/98        exceeding $1 billion;
                                      0.645% of the portion of
                                      the daily net assets
                                      exceeding $1 billion but
                                      not exceeding $1.5 billion;
                                      0.62% of the portion of the
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2.5 billion;
                                      0.595% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3.5 billion;
                                      0.57% of the portion of the
                                      daily net assets exceeding
                                      $3.5 billion but not
                                      exceeding $4.5 billion; and
                                      0.545% of the portion of
                                      the daily net assets
                                      exceeding $4.5 billion.
Morgan Stanley Global 05/31/97, as    0.57% of the portion of
Utilities Fund        amended on      daily net assets not
                      04/30/98,       exceeding $500 million;
                      05/01/99,       0.545% of the portion of
                      05/01/01        daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion; 0.52%
                                      of the portion of daily net
                                      assets exceeding $1 billion
                                      but not exceeding $1.5
                                      billion; and 0.495% of the
                                      portion of daily net assets
                                      exceeding $1.5 billion.
Morgan Stanley Growth 03/02/98        0.50% of the portion of
Fund                                  daily net assets not
                                      exceeding $1 billion; 0.45%
                                      of the portion of daily net
                                      assets exceeding $1 billion
                                      but not exceeding $2
                                      billion; 0.40% of the
                                      portion of daily net assets
                                      exceeding $2 billion but
                                      not exceeding $3 billion;
                                      and 0.35% of the portion of
                                      daily net assets exceeding
                                      $3 billion.
Morgan Stanley Health 05/31/97, as    0.92% of the portion of
Sciences Trust        amended on      daily net assets not
                      04/30/98,       exceeding $500 million;
                      05/01/01        0.87% of the portion of
                                      daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion; and
                                      0.845% of the portion of
                                      daily net assets exceeding
                                      $1 billion.
Morgan Stanley Income 05/31/97, as    0.67% of the portion of the
Builder Fund          amended on      net assets not exceeding
                      05/01/98        $500 million; and 0.645% of
                                      the portion of daily net
                                      assets exceeding $500
                                      million.
Morgan Stanley        05/31/97, as    0.67% of the portion of the
Information Fund      amended on      daily net assets not
                      04/30/98,       exceeding $500 million;
                      05/01/00        0.645% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $3 billion;
                                      and 0.62% of the portion of
                                      the daily net assets
                                      exceeding $3 billion.
Morgan Stanley        05/04/99, as    0.65% of the daily net
International Fund    amended on      assets.
                      05/01/01
Morgan Stanley        05/31/97, as    0.95% of the daily net
International         amended on      assets.
SmallCap Fund         12/01/97,
                      04/30/98
Morgan Stanley        02/14/01        0.80% of the daily net
International Value                   assets.
Equity Fund
Morgan Stanley Japan  05/31/97, as    0.87% of the daily net
Fund                  amended on      assets.
                      04/30/98,
                      10/01/98
Morgan Stanley KLD    05/21/01, as    0.12% of the daily net
Social Index Fund     amended on      assets.
                      05/01/04        The Investment Adviser has
                                      agreed to continue to
                                      assume all operating
                                      expenses (except for
                                      brokerage and 12b-1 fees)
                                      and waive the compensation
                                      provided in this Agreement
                                      and the Administration
                                      Agreement until April 30,
                                      2006 or until such time as
                                      the Fund has $50 million of
                                      net assets, whichever
                                      occurs first.
                                      Thereafter, the Investment
                                      Adviser has agreed to cap
                                      the Fund's operating
                                      expenses (except for
                                      brokerage and 12b-1 fees)
                                      by assuming the Fund's
                                      "other expenses" and/or
                                      waiving its fees under this
                                      Agreement and the
                                      Administration Agreement to
                                      the extent such operating
                                      expenses exceed on an
                                      annualized basis 0.40% of
                                      the average daily net
                                      assets of the Fund, which
                                      may reduce the fees under
                                      this Agreement and the
                                      Administration Agreement
                                      below 0.20% of the Fund's
                                      average daily net assets.
Morgan Stanley Mid-   05/16/01        0.72% of the portion of
Cap Value Fund                        daily net assets not
                                      exceeding $1 billion; and
                                      0.65% of the portion of
                                      daily net assets exceeding
                                      $1 billion.
Morgan Stanley Nasdaq-05/17/01, as    0.12% of the daily net
100 Index Fund        amended on      assets.
                      05/01/04        The Investment Adviser has
                                      agreed to cap the Fund's
                                      operating expenses (except
                                      for brokerage and 12b-1
                                      fees) by assuming the
                                      Fund's "other expenses"
                                      and/or waiving its fees
                                      under this Agreement and
                                      the Administration
                                      Agreement to the extent
                                      such operating expenses
                                      exceed on an annualized
                                      basis 0.40% of the average
                                      daily net assets of the
                                      Fund, which may reduce the
                                      fees under this Agreement
                                      and the Administration
                                      Agreement below 0.20% of
                                      the Fund's average daily
                                      net assets.
Morgan Stanley        05/31/97, as    0.545% of the portion of
Natural Resource      amended on      the daily net assets not
Development           04/30/98        exceeding $250 million; and
Securities Inc.                       0.42% of the portion of the
                                      daily net assets exceeding
                                      $250 million.
Morgan Stanley        05/31/97, as    0.87% of the portion of
Pacific Growth Fund   amended on      daily net assets not
Inc.                  04/30/98,       exceeding $1 billion; 0.82%
 (Maryland            11/01/98        of the portion of daily net
corporation)                          assets exceeding $1 billion
                                      but not exceeding $2
                                      billion; and 0.77% of the
                                      portion of daily net assets
                                      exceeding $2 billion.
Morgan Stanley Real   02/09/99        0.80% of the portion of
Estate Fund                           daily net assets not
                                      exceeding $500 million;
                                      0.75% 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 Select
Dimensions Investment
Series-
 - American           05/31/97, as    0.545% of the portion of
Opportunities         amended on      the daily net assets not
Portfolio             03/02/98,       exceeding $250 million;
                      05/01/98,       0.42% of the portion of the
                      05/01/00        daily net assets exceeding
                                      $250 million but not
                                      exceeding $2.5 billion;
                                      0.395% of the daily net
                                      assets exceeding $2.5
                                      billion but not exceeding
                                      $3.5 billion, 0.37% of the
                                      portion of the daily net
                                      assets exceeding $3.5
                                      billion but not exceeding
                                      $4.5 billion; and 0.345% of
                                      the portion of the daily
                                      net assets exceeding $4.5
                                      billion.
 - Balanced Growth    05/31/97, as    0.52% of the portion of
Portfolio             amended on      daily net assets not
                      03/02/98,       exceeding $500 million; and
                      05/01/98,       0.495% of the portion of
                      05/10/00        daily net assets exceeding
                                      $500 million.
 - Capital            05/31/97, as    0.67% of the portion of
Opportunities         amended on      daily net assets not
Portfolio             03/02/98,       exceeding $500 million;
                      05/01/98,       0.645% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $2 billion; 0.62%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; and 0.595% of the
                                      portion of daily net assets
                                      exceeding $3 billion.
 - Developing Growth  05/31/97, as    0.42% of the portion of
Portfolio             amended on      daily net assets not
                      03/02/98,       exceeding $500 million; and
                      05/01/98,       0.395% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million.
 - Dividend Growth    05/31/97, as    0.545% of the portion of
Portfolio             amended on      daily net assets not
                      03/02/98,       exceeding $250 million;
                      05/01/98,       0.42% of the portion of
                      05/01/00        daily net assets exceeding
                                      $250 million but not
                                      exceeding $1 billion;
                                      0.395% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $2 billion; and
                                      0.37% of the portion of
                                      daily net assets exceeding
                                      $2 billion.
 - Global Equity      05/31/97, as    0.92% of the daily net
Portfolio             amended on      assets.
                      03/02/98,
                      05/01/98,
                      05/01/00
 - Growth Portfolio   05/31/97, as    0.50% of the portion of
                      amended on      daily net assets not
                      03/02/98,       exceeding $1 billion; 0.45%
                      05/01/98,       of the portion of daily net
                      05/01/00        assets exceeding $1 billion
                                      but not exceeding $2
                                      billion; 0.40% of the
                                      portion of daily net assets
                                      exceeding $2 billion but
                                      not exceeding $3 billion;
                                      and 0.35% of the portion of
                                      daily net assets exceeding
                                      $3 billion.
 - Utilities          05/31/97, as    0.57% of the portion of
Portfolio             amended on      daily net assets not
                      03/02/98,       exceeding $500 million;
                      05/01/98,       0.47% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion;
                                      0.445% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.42% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2.5 billion;
                                      0.395% of the portion of
                                      daily net assets exceeding
                                      $2.5 billion but not
                                      exceeding $3.5 billion;
                                      0.37% of the portion of
                                      daily net assets exceeding
                                      $3.5 billion but not
                                      exceeding $5 billion; and
                                      0.345% of the portion of
                                      daily net assets exceeding
                                      $5 billion.
 - Value-Added Market 05/31/97, as    0.12% of the daily net
Portfolio             amended on      assets.
                      04/30/98
Morgan Stanley S&P    07/28/97, as    0.12% of the daily net
500 Index Fund        amended on      assets.
                      04/30/98,       The Investment Adviser has
                      05/01/99,       agreed to cap the Fund's
                      05/01/04        operating expenses (except
                                      for brokerage and 12b-1
                                      fees) by assuming the
                                      Fund's "other expenses"
                                      and/or waiving its fees
                                      under this Agreement and
                                      the Administration
                                      Agreement to the extent
                                      such operating expenses
                                      exceed on an annualized
                                      basis 0.40% of the average
                                      daily net assets of the
                                      Fund, which may reduce the
                                      fees under this Agreement
                                      and the Administration
                                      Agreement below 0.20% of
                                      the Fund's average daily
                                      net assets.
Morgan Stanley Small- 04/04/02        0.67% of the daily net
Mid Special Value                     assets.
Fund
Morgan Stanley        06/28/99, as    0.92% of the portion of
Special Growth Fund   amended on      daily net assets not
                      05/01/00        exceeding $1 billion; and
                                      0.85% of the portion of
                                      daily net assets exceeding
                                      $1 billion.
Morgan Stanley        05/31/97, as    0.67% of the portion of the
Special Value Fund    amended on      daily net assets not
                      04/30/98,       exceeding $500 million;
                      05/01/99        0.645% of the portion of
                      05/01/02        daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion; and
                                      0.62% of the portion of
                                      daily net assets exceeding
                                      $1 billion.
Morgan Stanley        05/31/97, as    0.42% of the portion of the
Strategist Fund       amended on      daily net assets not
                      05/01/98,       exceeding $1.5 billion; and
                      05/01/00        0.395% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion.
Morgan Stanley Total  07/21/ 99, as   0.12% of the daily net
Market Index Fund     amended on      assets.
                      05/01/04        The Investment Adviser has
                                      agreed to cap the Fund's
                                      operating expenses (except
                                      for brokerage and 12b-1
                                      fees) by assuming the
                                      Fund's "other expenses"
                                      and/or waiving its fees
                                      under this Agreement and
                                      the Administration
                                      Agreement to the extent
                                      such operating expenses
                                      exceed on an annualized
                                      basis 0.40% of the average
                                      daily net assets of the
                                      Fund, which may reduce the
                                      fees under this Agreement
                                      and the Administration
                                      Agreement below 0.20% of
                                      the Fund's average daily
                                      net assets.
Morgan Stanley Total  06/28/99, as    0.67% of the portion of
Return Trust          amended on      daily net assets not
                      05/01/00,       exceeding $500 million;
                      05/01/01        0.645% of the portion of
                                      daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion; and
                                      0.62% of the portion of
                                      daily net assets exceeding
                                      $1 billion.
Morgan Stanley        05/31/97, as    0.57% of the portion of
Utilities Fund        amended on      daily net assets not
                      04/30/98        exceeding $500 million;
                                      0.47% of the portion of
                                      daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion;
                                      0.445% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.42% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2.5 billion;
                                      0.395% of the portion of
                                      daily net assets exceeding
                                      $2.5 billion but not
                                      exceeding $3.5 billion;
                                      0.37% of the portion of
                                      daily net assets exceeding
                                      $3.5 billion but not
                                      exceeding $5 billion; and
                                      0.345% of the portion of
                                      daily net assets exceeding
                                      $5 billion.
Morgan Stanley Value- 05/31/97, as    0.12% of the daily net
Added Market Series   amended on      assets.
                      05/01/98
Morgan Stanley Value  07/22/98, as    0.42% of the portion of
Fund                  amended on      daily net assets not
                      05/01/02,       exceeding $1 billion; 0.37%
                      05/01/04        of the portion of daily net
                                      assets exceeding $1 billion
                                      but not exceeding $2
                                      billion; 0.32% of the
                                      portion of daily net assets
                                      exceeding $2 billion but
                                      not exceeding $3 billion;
                                      and 0.27% of the portion of
                                      daily net assets exceeding
                                      $3 billion.
Morgan Stanley
Variable Investment
Series-
 - Aggressive Equity  05/31/97, as    0.67% of the portion of
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $500 million;
                      05/01/99,       0.645% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $2 billion; 0.62%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; and 0.595% of the
                                      portion of daily net assets
                                      exceeding $3 billion.
 - Dividend Growth    05/31/97, as    0.545% of the portion of
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $250 million;
                      05/01/99,       0.42% of the portion of
                      05/01/00        daily net assets exceeding
                                      $250 million but not
                                      exceeding $1 billion;
                                      0.395% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $2 billion; and
                                      0.37% of the portion of
                                      daily net assets exceeding
                                      $2 billion.
 - Equity Portfolio   05/31/97, as    0.42% of the portion of the
                      amended on      daily net assets not
                      05/01/98,       exceeding $1 billion;
                      05/01/99,       0.395% of the portion of
                      05/01/00        the daily net assets
                                      exceeding $1 billion but
                                      not exceeding $2 billion;
                                      and 0.37% of the portion of
                                      the daily net assets
                                      exceeding $2 billion.
 - European Growth    05/31/97, as    0.87% of the portion of
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $500 million;
                      05/01/99,       0.82% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $2 billion; 0.77%
                                      of the portion of daily net
                                      assets exceeding $2 billion
                                      but not exceeding $3
                                      billion; and 0.745% of the
                                      portion of daily net assets
                                      exceeding $3 billion.
 - Global Advantage   05/31/97, as    0.57% of the portion of the
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $1.5 billion; and
                      05/01/99,       0.545% of the portion of
                      05/01/00        the daily net assets
                                      exceeding $1.5 billion.
 - Global Dividend    05/31/97, as    0.67% of the portion of the
Growth Portfolio      amended on      daily net assets not
                      05/01/98,       exceeding $1 billion;
                      05/01/99,       0.645% of the portion of
                      05/01/00        the daily net assets
                                      exceeding $1 billion but
                                      not exceeding $1.5 billion;
                                      0.62% of the portion of the
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2.5 billion;
                                      0.595% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3.5 billion;
                                      0.57% of the portion of the
                                      daily net assets exceeding
                                      $3.5 billion but not
                                      exceeding $4.5 billion; and
                                      0.545% of the portion of
                                      the daily net assets
                                      exceeding $4.5 billion.
 - Income Builder     05/31/97, as    0.67% of the portion of the
Portfolio             amended on      net assets not exceeding
                      05/01/98,       $500 million; and 0.645% of
                      05/01/99,       the portion of daily net
                      05/01/00        assets exceeding $500
                                      million.
 - Information        05/31/97, as    0.67% of the portion of
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $500 million;
                      05/01/99,       0.645% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $3 billion; and
                                      0.62% of the portion of
                                      daily net assets exceeding
                                      $3 billion.
 - S&P 500 Index      05/31/97, as    0.12% of the daily net
Portfolio             amended on      assets.
                      05/01/98,       The Investment Adviser has
                      05/01/99,       agreed to cap the
                      05/01/00,       Portfolio's operating
                      05/01/04        expenses (except for
                                      brokerage and 12b-1 fees)
                                      by assuming the Portfolio's
                                      "other expenses" and/or
                                      waiving its fees under this
                                      Agreement and the
                                      Administration Agreement to
                                      the extent such operating
                                      expenses exceed on an
                                      annualized basis 0.40% of
                                      the average daily net
                                      assets of the Portfolio,
                                      which may reduce the fees
                                      under this Agreement and
                                      the Administration
                                      Agreement below 0.20% of
                                      the Portfolio's average
                                      daily net assets.
 - Strategist         05/31/97, as    0.42% of the portion of the
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $1.5 billion; and
                      05/01/99,       0.395% of the portion of
                      05/01/00        the daily net assets
                                      exceeding $1.5 billion.
 - Utilities          05/31/97, as    0.57% of the portion of
Portfolio             amended on      daily net assets not
                      05/01/98,       exceeding $500 million;
                      05/01/99,       0.47% of the portion of
                      05/01/00        daily net assets exceeding
                                      $500 million but not
                                      exceeding $1 billion;
                                      0.445% of the portion of
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.42% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $2.5 billion;
                                      0.395% of the portion of
                                      daily net assets exceeding
                                      $2.5 billion but not
                                      exceeding $3.5 billion;
                                      0.37% of the portion of
                                      daily net assets exceeding
                                      $3.5 billion but not
                                      exceeding $5 billion; and
                                      0.345% of the portion of
                                      daily net assets exceeding
                                      $5 billion.
MONEY MARKET FUNDS
Active Assets         05/31/97, as    0.45% of the portion of the
California Tax-Free   amended on      daily net assets not
Trust                 04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      and 0.20% of the portion of
                                      the daily net assets
                                      exceeding $3 billion
Active Assets         05/31/97, as    0.45% of the portion of the
Government Securities amended on      daily net assets not
Trust                 04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      and 0.20% of the portion of
                                      the daily net assets
                                      exceeding $3 billion.
Active Assets         03/08/02        0.10% of the daily net
Institutional                         assets.
Government Securities                 On an ongoing basis, the
Trust                                 Investment Adviser has
                                      agreed under this Agreement
                                      with the Fund to assume
                                      Fund operating expenses
                                      (except for brokerage fees)
                                      to the extent that such
                                      operating expenses exceed
                                      on an annualized basis
                                      0.20% of the average daily
                                      net assets of the Fund.
                                      This may reduce the fees
                                      under this Agreement and
                                      the Administration
                                      Agreement below 0.15% for
                                      the Fund.

MONEY MARKET FUNDS    EFFECTIVE DATE  INVESTMENT ADVISORY FEE
                      OF AGREEMENT
                      AND ANY
                      AMENDMENTS
Active Assets         01/06/00        0.10% of the daily net
Institutional Money                   assets.
Trust                                 On an ongoing basis, the
                                      Investment Adviser has
                                      agreed under this Agreement
                                      with the Fund to assume
                                      Fund operating expenses
                                      (except for brokerage fees)
                                      to the extent that such
                                      operating expenses exceed
                                      on an annualized basis
                                      0.20% of the average daily
                                      net assets of the Fund.
                                      This may reduce the fees
                                      under this Agreement and
                                      the Administration
                                      Agreement below 0.15% for
                                      the Fund.
Active Assets Money   05/31/97, as    0.45% of the portion of
Trust                 amended on      daily net assets not
                      04/30/98,       exceeding $250 million;
                      05/01/99,       0.375% of the portion of
                      05/01/01,       daily net assets exceeding
                      05/01/02        $250 million but not
                                      exceeding $750 million;
                                      0.325% of the portion of
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1.25 billion;
                                      0.30% of the portion of
                                      daily net assets exceeding
                                      $1.25 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $1.75 billion;
                                      0.25% of the portion of
                                      daily net assets exceeding
                                      $1.75 billion but not
                                      exceeding $2.25 billion;
                                      0.225% of the portion of
                                      daily net assets exceeding
                                      $2.25 billion but not
                                      exceeding $2.75 billion;
                                      0.20% of the portion of
                                      daily net assets exceeding
                                      $2.75 billion but not
                                      exceeding $15 billion;
                                      0.199% of the portion of
                                      daily net assets exceeding
                                      $15 billion but not
                                      exceeding $17.5 billion;
                                      0.198% of the portion of
                                      daily net assets exceeding
                                      $17.5 billion but not
                                      exceeding $25 billion;
                                      0.197% of the portion of
                                      daily net assets exceeding
                                      $25 billion but not
                                      exceeding $30 billion; and
                                      0.196% of the portion of
                                      daily net assets exceeding
                                      $30 billion.
Active Assets Tax-    05/31/97, as    0.45% of the portion of the
Free Trust            amended on      daily net assets not
                      04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      0.20% of the portion of the
                                      daily net assets exceeding
                                      $3 billion but not
                                      exceeding $15 billion; and
                                      0.199% of the portion of
                                      daily net assets exceeding
                                      $15 billion.
Morgan Stanley        05/31/97, as    0.45% of the portion of the
California Tax- Free  amended on      daily net assets not
Daily Income Trust    04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      and 0.20% of the portion of
                                      the daily net assets
                                      exceeding $3 billion.
Morgan Stanley Liquid 05/31/97, as    0.45% of the portion of
Asset Fund Inc.       amended on      daily net assets not
(Maryland             04/30/98,       exceeding $250 million;
Corporation)          05/01/01,       0.375% of the portion of
                      05/01/02        daily net assets exceeding
                                      $250 million but not
                                      exceeding $750 million;
                                      0.325% of the portion of
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1.25 billion;
                                      0.30% of the portion of
                                      daily net assets exceeding
                                      $1.25 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion but not
                                      exceeding $1.75 billion;
                                      0.25% of the portion of
                                      daily net assets exceeding
                                      $1.75 billion but not
                                      exceeding $2.25 billion;
                                      0.225% of the portion of
                                      daily net assets exceeding
                                      $2.25 billion but not
                                      exceeding $2.75 billion;
                                      0.20% of the portion of
                                      daily net assets exceeding
                                      $2.75 billion but not
                                      exceeding $15 billion;
                                      0.199% of the portion of
                                      daily net assets exceeding
                                      $15 billion but not
                                      exceeding $17.5 billion;
                                      0.198% of the portion of
                                      daily net assets exceeding
                                      $17.5 billion but not
                                      exceeding $25 billion;
                                      0.197% of the portion of
                                      daily net assets exceeding
                                      $25 billion but not
                                      exceeding $30 billion; and
                                      0.196% of the portion of
                                      daily net assets exceeding
                                      $30 billion.
Morgan Stanley New    05/31/97, as    0.45% of the portion of the
York Municipal Money  amended on      daily net assets not
Market Trust          04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      and 0.20% of the portion of
                                      the daily net assets
                                      exceeding $3 billion.
Morgan Stanley Select 05/31/97, as    0.45% of the portion of
Dimensions Investment amended on      daily net assets not
Series-               03/02/98,       exceeding $250 million;
 - Money Market       05/01/98,       0.375% of the portion of
Portfolio             05/01/00        daily net assets exceeding
                                      $250 million but not
                                      exceeding $750 million;
                                      0.325% of the portion of
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1.25 billion;
                                      0.30% of the portion of
                                      daily net assets exceeding
                                      $1.25 billion but not
                                      exceeding $1.5 billion; and
                                      0.275% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion.
Morgan Stanley Tax-   05/31/97, as    0.45% of the portion of the
Free Daily Income     amended on      daily net assets not
Trust                 04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      0.20% of the portion of
                                      daily net assets exceeding
                                      $3 billion but not
                                      exceeding $15 billion; and
                                      0.199% of the portion of
                                      the daily net assets
                                      exceeding $15 billion.
Morgan Stanley U.S.   05/31/97, as    0.45% of the portion of the
Government Money      amended on      daily net assets not
Market Trust          04/30/98        exceeding $500 million;
                                      0.375% of the portion of
                                      the daily net assets
                                      exceeding $500 million but
                                      not exceeding $750 million;
                                      0.325% of the portion of
                                      the daily net assets
                                      exceeding $750 million but
                                      not exceeding $1 billion;
                                      0.30% of the portion of the
                                      daily net assets exceeding
                                      $1 billion but not
                                      exceeding $1.5 billion;
                                      0.275% of the portion of
                                      the daily net assets
                                      exceeding $1.5 billion but
                                      not exceeding $2 billion;
                                      0.25% of the portion of the
                                      daily net assets exceeding
                                      $2 billion but not
                                      exceeding $2.5 billion;
                                      0.225% of the portion of
                                      the daily net assets
                                      exceeding $2.5 billion but
                                      not exceeding $3 billion;
                                      and 0.20% of the portion of
                                      the daily net assets
                                      exceeding $3 billion.
Morgan Stanley        05/31/97, as    0.45% of the portion of
Variable Investment   amended on      daily net assets not
Series-               05/01/98,       exceeding $250 million;
 - Money Market       05/01/99,       0.375% of the portion of
Portfolio             05/01/00        daily net assets exceeding
                                      $250 million but not
                                      exceeding $750 million;
                                      0.325% of the portion of
                                      daily net assets exceeding
                                      $750 million but not
                                      exceeding $1.25 billion;
                                      0.30% of the portion of
                                      daily net assets exceeding
                                      $1.25 billion but not
                                      exceeding $1.5 billion; and
                                      0.275% of the portion of
                                      daily net assets exceeding
                                      $1.5 billion.


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 05/31/97        0.27% of the average weekly
California    Insured                 net assets.
Municipal      Income
Trust
Morgan        Stanley 05/31/97        0.27% of the average weekly
California    Quality                 net assets.
Municipal Securities
Morgan        Stanley 05/31/97        0.52% of the average weekly
Government     Income                 net assets.
Trust
Morgan Stanley Income 05/31/97        0.42%  of  the  portion  of
Securities       Inc.                 average  weekly net  assets
(Maryland                             not exceeding $500 million;
corporation)                          and 0.35% of the portion of
                                      average  weekly net  assets
                                      exceeding $500 million.
Morgan        Stanley 05/31/97        0.27% of the average weekly
Insured    California                 net assets.
Municipal Securities
Morgan        Stanley 05/31/97        0.27% of the average weekly
Insured     Municipal                 net assets.
Bond Trust
Morgan        Stanley 05/31/97        0.27% of the average weekly
Insured     Municipal                 net assets.
Income Trust
Morgan        Stanley 05/31/97        0.27% of the average weekly
Insured     Municipal                 net assets.
Securities
Morgan        Stanley 05/31/97        0.27% of the average weekly
Insured     Municipal                 net assets.
Trust
Morgan  Stanley   New 05/31/97        0.27% of the average weekly
York          Quality                 net assets.
Municipal Securities
Morgan        Stanley 05/31/97        0.27% of the average weekly
Quality     Municipal                 net assets.
Securities
Morgan        Stanley 05/31/97        0.27% of the average weekly
Quality     Municipal                 net assets.
Income Trust
Morgan        Stanley 05/31/97        0.27% of the average weekly
Quality     Municipal                 net assets.
Investment Trust


                             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 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
                             Annex 2


List of Closed-End Funds for which the liquidation preference  of
any  Preferred  Shares issued by such Fund will not  be  deducted
from  the  Fund's  total assets for purposes of  calculating  the
advisory  fee under this Agreement and administrative  fee  under
the Administration Agreement:

Morgan Stanley California Insured Municipal Income Trust

Morgan Stanley California Quality Municipal Securities

Morgan Stanley Insured Municipal Bond Trust

Morgan Stanley Insured Municipal Income Trust

Morgan Stanley Insured Municipal Trust

Morgan Stanley New York Quality Municipal Securities

Morgan Stanley Quality Municipal Income Trust

Morgan Stanley Quality Municipal Investment Trust

Morgan Stanley Quality Municipal Securities



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

Morgan Stanley Growth Fund

Morgan Stanley Health Sciences Trust

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 Adviser 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 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 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

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  or  Global  Dividend   Growth
     Portfolio:

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