EX-99.77Q2 ITEM 405

MORGAN STANLEY ASIA-PACIFIC FUND, INC.
A Maryland Corporation
AMENDED AND RESTATED BY-LAWS
June 2012


ARTICLE I	STOCKHOLDERS	1
Section 1.1.	Place of Meeting	1
Section 1.2.	Annual Meetings	1
Section 1.3.	Special Meetings	1
Section 1.4.	Notice of Meetings of
Stockholders	2
Section 1.5.	Record Dates	2
Section 1.6.	Quorum; Adjournment of
Meetings	3
Section 1.7.	Voting and Inspectors	3
Section 1.8.	Conduct of Stockholders'
Meetings	4
Section 1.9.	Concerning Validity of
Proxies, Ballots, etc	4
Section 1.10.	Action Without Meeting	5
Section 1.11.	Advance Notice of
Stockholder Nominees
for Director and Other
Stockholder Proposals	5
ARTICLE II	BOARD OF DIRECTORS	9
Section 2.1.	Function of Directors	9
Section 2.2.	Number of Directors	9
Section 2.3.	Classes of Directors;
Term of Directors	9
Section 2.4.	Vacancies	10
Section 2.5.	Increase or Decrease in
Number of Directors	10
Section 2.6.	Place of Meeting	10
Section 2.7.	Regular Meetings	10
Section 2.8.	Special Meetings	11
Section 2.9.	Notices	11
Section 2.10.	Quorum	11
Section 2.11.	Executive Committee	11
Section 2.12.	Other Committees	12
Section 2.13.	Telephone Meetings	12
Section 2.14.	Action Without a
Meeting	13
Section 2.15.	Compensation of
Directors	13
Section 2.16.	Selection and Nomination
of Non-Interested
Directors	13
ARTICLE III	OFFICERS	13
Section 3.1.	Executive Officers	13
Section 3.2.	Term of Office	14
Section 3.3.	Powers and Duties	14
Section 3.4.	Surety Bonds	14
ARTICLE IV	CAPITAL STOCK	15
Section 4.1.	Certificates for Shares	15
Section 4.2.	Transfer of Shares	15
Section 4.3.	Stock Ledgers	15
Section 4.4.	Transfer Agents and
Registrars	15
Section 4.5.	Lost, Stolen or Destroyed
Certificates	16
ARTICLE V	CORPORATE SEAL;
LOCATION OF OFFICES;
BOOKS; NET ASSET VALUE	16
Section 5.1.	Corporate Seal	16
Section 5.2.	Location of Offices	16
Section 5.3.	Books and Records	17
Section 5.4.	Annual Statement of
Affairs	17
Section 5.5.	Net Asset Value	17
ARTICLE VI	FISCAL YEAR AND
ACCOUNTANT	17
Section 6.1.	Fiscal Year	17
Section 6.2.	Accountant	17
ARTICLE VII	INDEMNIFICATION AND
INSURANCE	18
Section 7.1.	General	18
Section 7.2.	Indemnification of
Directors and Officers	18
Section 7.3.	Insurance	19
ARTICLE VIII	CUSTODIAN	19
ARTICLE IX	AMENDMENT OF BY-LAWS	20


MORGAN STANLEY ASIA-PACIFIC FUND, INC.
By-Laws
ARTICLE I
Stockholders
            Section 1.1.	Place of Meeting.  All
meetings of the stockholders should be held at the principal
office of the Corporation in the State of Maryland or at
such other place within the United States as may from time
to time be designated by the Board of Directors and stated
in the notice of such meeting.
            Section 1.2.	Annual Meetings.  The
annual meeting of the stockholders of the Corporation shall
be held on such day of each calendar year as may from time
to time be designated by the Board of Directors and stated
in the notice of such meeting, for the purpose of electing
directors for the ensuing year and for the transaction of
such other business as may properly be brought before the
meeting.
            Section 1.3.	Special Meetings.  Special
meetings of the stockholders for any purpose or purposes
may be called by the Chairman of the Board, the President,
or a majority of the Board of Directors.  Special meetings
of stockholders shall also be called by the Secretary upon
receipt of the request in writing signed by stockholders
holding not less than 25% of the votes entitled to be cast
thereat.  Such request shall state the purpose or purposes of
the proposed meeting and the matters proposed to be acted
on at such proposed meeting.  The Secretary shall inform
such stockholders of the reasonably estimated costs of
preparing and mailing such notice of meeting and upon
payment to the Corporation of such costs, the Secretary
shall give notice as required in this Article to all
stockholders entitled to notice of such meeting.  No special
meeting of stockholders need be called upon the request of
the holders of common stock entitled to cast less than a
majority of all votes entitled to be cast at such meeting to
consider any matter which is substantially the same as a
matter voted upon at any special meeting of stockholders
held during the preceding twelve months.
            Section 1.4.	Notice of Meetings of
Stockholders.  Not less than ten days' and not more than
ninety days' written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the
purpose of any special meeting), shall be given to each
stockholder entitled to vote thereat and to each other
stockholder entitled to notice of the meeting by leaving the
same with such stockholder or at such stockholder's
residence or usual place of business or by mailing it,
postage prepaid, and addressed to such stockholder at such
stockholder's address as it appears upon the books of the
Corporation.  If mailed, notice shall be deemed to be given
when deposited in the mail addressed to the stockholder as
aforesaid.
            No notice of the time, place or purpose of
any meeting of stockholders need be given to any
stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the
records of the meeting, either before or after the holding
thereof, waives such notice.
            Section 1.5.	Record Dates.  The Board of
Directors may fix, in advance, a record date for the
determination of stockholders entitled to notice of or to
vote at any stockholders meeting or to receive a dividend or
be allotted rights or for the purpose of any other proper
determination with respect to stockholders and only
stockholders of record on such date shall be entitled to
notice of and to vote at such meeting or to receive such
dividends or rights or otherwise, as the case may be;
provided, however, that such record date shall not be prior
to ninety days preceding the date of any such meeting of
stockholders, dividend payment date, date for the allotment
of rights or other such action requiring the determination of
a record date; and further provided that such record date
shall not be prior to the close of business on the day the
record date is fixed, that the transfer books shall not be
closed for a period longer than 20 days, and that in the case
of a meeting of stockholders, the record date or the closing
of the transfer books shall not be less than ten days prior to
the date fixed for such meeting.
            Section 1.6.	Quorum; Adjournment of
Meetings.  The presence in person or by proxy of
stockholders entitled to cast a majority of the votes entitled
to be cast thereat shall constitute a quorum at all meetings
of the stockholders, except as otherwise provided in the
Articles of Incorporation.  If, however, such quorum shall
not be present or represented at any meeting of the
stockholders, the holders of a majority of the stock present
in person or by proxy shall have power to adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of
stock entitled to vote at such meeting shall be present, to a
date not more than 120 days after the original record date.
At such adjourned meeting at which the requisite amount of
stock entitled to vote thereat shall be represented, any
business may be transacted which might have been
transacted at the meeting as originally notified.
            Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the
same or some other place, and notice need not be given of
any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the Corporation may
transact any business which might have been transacted at
the original meeting.
            Section 1.7.	Voting and Inspectors.  At all
meetings, stockholders of record entitled to vote thereat
shall have one vote for each share of common stock
standing in his name on the books of the Corporation (and
such stockholders of record holding fractional shares, if
any, shall have proportionate voting rights) on the date for
the determination of stockholders entitled to vote at such
meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his
duly authorized attorney.
            All elections shall be had and all questions
decided by a majority of the votes cast at a duly constituted
meeting, except as otherwise provided by statute or by the
Articles of Incorporation or by these By-Laws.
            At any election of Directors, the Chairman
of the meeting may, and upon the request of the holders of
ten percent (10%) of the stock entitled to vote at such
election shall, appoint two inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully
the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken.  No candidate for the office of Director shall be
appointed such Inspector.
            Section 1.8.	Conduct of Stockholders'
Meetings.  The meetings of the stockholders shall be
presided over by the Chairman of the Board, or if he is not
present, by the President, or if he is not present, by a vice-
president, or if none of them is present, by a Chairman to
be elected at the meeting.  The Secretary of the
Corporation, if present, shall act as a Secretary of such
meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor the Assistant
Secretary is present, then the meeting shall elect its
Secretary.
            Section 1.9.	Concerning Validity of
Proxies, Ballots, etc.  At every meeting of the stockholders,
all proxies shall be received and taken in charge of and all
ballots shall be received and canvassed by the Secretary of
the meeting, who shall decide all questions touching the
qualification of voters, the validity of the proxies and the
acceptance or rejection of votes, unless inspectors of
election shall have been appointed by the Chairman of the
meeting, in which event such inspectors of election shall
decide all such questions.  Unless a proxy provides
otherwise, it is not valid for more than eleven months after
its date.
            Section 1.10.	Action Without Meeting.
Any action to be taken by stockholders may be taken
without a meeting if (1) all stockholders entitled to vote on
the matter consent to the action in writing, (2) all
stockholders entitled to notice of the meeting but not
entitled to vote at it sign a written waiver of any right to
dissent and (3) said consents and waivers are filed with the
records of the meetings of stockholders.  Such consent shall
be treated for all purposes as a vote at the meeting.
            Section 1.11.	Advance Notice of
Stockholder Nominees for Director and Other Stockholder
Proposals.
            (a)	The matters to be considered and
brought before any annual or special meeting of
stockholders of the Corporation shall be limited to only
such matters, including the nomination and election of
directors, as shall be brought properly before such meeting
in compliance with the procedures set forth in this Section
1.11.
            (b)	For any matter to be properly before
any annual meeting of stockholders, the matter must be
(i) specified in the notice of annual meeting given by or at
the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of
the Board of Directors or (iii) brought before the annual
meeting in the manner specified in this Section 1.11 by a
stockholder of record or a stockholder (a "Nominee
Holder") that holds voting securities entitled to vote at
meetings of stockholders through a nominee or "street
name" holder of record and can demonstrate to the
Corporation such indirect ownership and such Nominee
Holder's entitlement to vote such securities.  In addition to
any other requirements under applicable law and the
Certificate of Incorporation and By-Laws of the
Corporation, persons nominated by stockholders for
election as directors of the Corporation and any other
proposals by stockholders shall be properly brought before
the meeting only if notice of any such matter to be
presented by a stockholder at such meeting of stockholders
(the "Stockholder Notice") shall be delivered to the
Secretary of the Corporation at the principal executive
office of the Corporation not less than 60 nor more than 90
days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, that, if
and only if the annual meeting is not scheduled to be held
within a period that commences 30 days before such
anniversary date and ends 30 days after such anniversary
date (an annual meeting date outside such period being
referred to herein as an "Other Annual Meeting Date"),
such Stockholder Notice shall be given in the manner
provided herein by the later of the close of business on
(i) the date 60 days prior to such Other Annual Meeting
Date or (ii) the 10th day following the date such Other
Annual Meeting Date is first publicly announced or
disclosed.  Any stockholder desiring to nominate any
person or persons (as the case may be) for election as a
director or directors of the Corporation shall deliver, as part
of such Stockholder Notice:  (i) a statement in writing
setting forth (A) the name of the person or persons to be
nominated, (B) the number and class of all shares of each
class of stock of the Corporation owned of record and
beneficially by each such person, as reported to such
stockholder by such nominee(s), (C) the information
regarding each such person required by paragraphs (a),
(e) and (f) of Item 401 of Regulation S-K or paragraph
(b) of Item 22 of Rule 14a-101 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule
subsequently adopted by the Securities and Exchange
Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an
"interested person" of the Corporation (as defined in the
Investment Company Act of 1940, as amended), and, if not
an "interested person", information regarding each nominee
that will be sufficient for the Corporation to make such
determination, and (E) the number and class of all shares of
each class of stock of the Corporation owned of record and
beneficially by such stockholder; (ii) each such person's
signed consent to serve as a director of the Corporation if
elected, such stockholder's name and address; and (iii) in
the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of, and entitlement to
vote, securities at the meeting of stockholders.  Any
stockholder who gives a Stockholder Notice of any matter
proposed to be brought before the meeting (not involving
nominees for director) shall deliver, as part of such
Stockholder Notice, the text of the proposal to be presented
and a brief written statement of the reasons why such
stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all
shares of each class of stock of the Corporation owned of
record and beneficially by such stockholder, if applicable,
any material interest of such stockholder in the matter
proposed (other than as a stockholder) and, in the case of a
Nominee Holder, evidence establishing such Nominee
Holder's indirect ownership of, and entitlement to vote,
securities at the meeting of stockholders.  As used herein,
shares "beneficially owned" shall mean all shares which
such person is deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 under the Exchange Act.
            Notwithstanding anything in this Section
1.11 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the
Corporation is increased and either all of the nominees for
director or the size of the increased Board of Directors are
not publicly announced or disclosed by the Corporation at
least 70 days prior to the first anniversary of the preceding
year's annual meeting, a Stockholder Notice shall also be
considered timely hereunder, but only with respect to
nominees for any new positions created by such increase, if
it shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later
than the close of business on the 10th day following the
first date all of such nominees or the size of the increased
Board of Directors shall have been publicly announced or
disclosed.
            (c)	Only such matters shall be properly
brought before a special meeting of stockholders as shall
have been brought before the meeting pursuant to the
Corporation's notice of meeting.  In the event the
Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of
Directors, any stockholder may nominate a person or
persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of
meeting, if the Stockholder Notice required by clause (b) of
this Section 1.11 hereof shall be delivered to the Secretary
of the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th
day following the day on which the date of the special
meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting is publicly
announced or disclosed.
            (d)	For purposes of this Section 1.11, a
matter shall be deemed to have been "publicly announced
or disclosed" if such matter is disclosed in a press release
reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission.
            (e)	In no event shall the adjournment of
an annual meeting, or any announcement thereof,
commence a new period for the giving of notice as
provided in this Section 1.11.  This Section 1.11 shall not
apply to stockholder proposals made pursuant to Rule 14a-
8 under the Exchange Act.
            (f)	The person presiding at any meeting
of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of
the meeting, shall have the power and duty to determine
whether notice of nominees and other matters proposed to
be brought before a meeting has been duly given in the
manner provided in this Section 1.11 and, if not so given,
shall direct and declare at the meeting that such nominees
and other matters shall not be considered.
ARTICLE II
Board of Directors
            Section 2.1.	Function of Directors.  The
business and affairs of the Corporation shall be conducted
and managed under the direction of its Board of Directors.
All powers of the Corporation shall be exercised by or
under authority of the Board of Directors except as
conferred on or reserved to the stockholders by statute.
            Section 2.2.	Number of Directors.  The
Board of Directors shall consist of not more than fourteen
Directors nor less than such number of Directors as may be
permitted under Maryland law, as may be determined from
time to time by vote of a majority of the Directors then in
office. Directors need not be stockholders.
            Section 2.3.	Classes of Directors; Term of
Directors.  The Directors shall be divided into three classes,
designated Class I, Class II and Class III.  All classes shall
be as nearly equal in number as possible.  The Directors as
initially classified shall hold office for terms as follows:
the Class I Directors shall hold office until the date of the
annual meeting of stockholders in 1996 or until their
successors shall be elected and qualified; the Class II
Directors shall hold office until the date of the annual
meeting of stockholders in 1997 or until their successors
shall be elected and qualified; and the Class III Directors
shall hold office until the date of the annual meeting of
stockholders in 1998 or until their successors shall be
elected and qualified.  Upon expiration of the term of office
of each class as set forth above, the Directors in each such
class shall be elected for a term of three years to succeed
the Directors whose terms of office expire.  Each Director
shall hold office until the expiration of his or her term and
until his or her successor shall have been elected and
qualified, or until his or her death, or until he or she shall
have resigned, or until he or she shall have been removed
as provided by Statute or the Articles of Incorporation.
            Section 2.4.	Vacancies.  In case of any
vacancy in the Board of Directors through death,
resignation or other cause, other than an increase in the
number of Directors, subject to the provisions of law, a
majority of the remaining Directors, although a majority is
less than a quorum, by an affirmative vote, may elect a
successor to hold office until the next annual meeting of
stockholders or until his successor is chosen and qualified.
            Section 2.5.	Increase or Decrease in
Number of Directors.  The Board of Directors, by the vote
of a majority of the entire Board, may increase the number
of Directors and may elect Directors to fill the vacancies
created by any such increase in the number of Directors
until the next annual meeting of stockholders or until their
successors are duly chosen and qualified.  The Board of
Directors, by the vote of a majority of the entire Board,
may likewise decrease the number of Directors to a number
not less than that permitted by law.
            Section 2.6.	Place of Meeting.  The
Directors may hold their meetings within or outside the
State of Maryland, at any office or offices of the
Corporation or at any other place as they may from time to
time determine.
            Section 2.7.	Regular Meetings.  Regular
meetings of the Board of Directors shall be held at such
time and on such notice as the Directors may from time to
time determine.
            The annual meeting of the Board of
Directors shall be held as soon as practicable after the
annual meeting of the stockholders for the election of
Directors.
            Section 2.8.	Special Meetings.  Special
meetings of the Board of Directors may be held from time
to time upon call of the Chairman of the Board, the
President, the Secretary or two or more of the Directors, by
oral or telegraphic or written notice duly served on or sent
or mailed to each Director not less than one day before
such meeting.
            Section 2.9.	Notices.  Unless required by
statute or otherwise determined by resolution of the Board
of Directors in accordance with these By-laws, notices to
Directors need not be in writing and need not state the
business to be transacted at or the purpose of any meeting,
and no notice need be given to any Director who is present
in person or to any Director who, in writing executed and
filed with the records of the meeting either before or after
the holding thereof, waives such notice.  Waivers of notice
need not state the purpose or purposes of such meeting.
            Section 2.10.	Quorum.  One-third of the
Directors then in office shall constitute a quorum for the
transaction of business, provided that if there is more than
one Director, a quorum shall in no case be less than two
Directors.  If at any meeting of the Board there shall be less
than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall
have been obtained.  The act of the majority of the
Directors present at any meeting at which there is a quorum
shall be the act of the Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By-Laws.
            Section 2.11.	Executive Committee.  The
Board of Directors may appoint from the Directors an
Executive Committee to consist of such number of
Directors (not less than two) as the Board may from time to
time determine.  The Chairman of the Committee shall be
elected by the Board of Directors.  The Board of Directors
shall have power at any time to change the members of
such Committee and may fill vacancies in the Committee
by election from the Directors. When the Board of
Directors is not in session, to the extent permitted by law,
the Executive Committee shall have and may exercise any
or all of the powers of the Board of Directors in the
management and conduct of the business and affairs of the
Corporation.  The Executive Committee may fix its own
rules of procedure, and may meet when and as provided by
such rules or by resolution of the Board of Directors, but in
every case the presence of a majority shall be necessary to
constitute a quorum.  During the absence of a member of
the Executive Committee, the remaining members may
appoint a member of the Board of Directors to act in his
place.
            Section 2.12.	Other Committees.  The
Board of Directors may appoint from the Directors other
committees which shall in each case consist of such
number of Directors (not less than two) and shall have and
may exercise such powers as the Board may determine in
the resolution appointing them.  A majority of all the
members of any such committee may determine its action
and fix the time and place of its meetings, unless the Board
of Directors shall otherwise provide.  The Board of
Directors shall have power at any time to change the
members and powers of any such committee, to fill
vacancies and to discharge any such committee.
            Section 2.13.	Telephone Meetings.
Members of the Board of Directors or a committee of the
Board of Directors may participate in a meeting by means
of a conference telephone or similar communications
equipment if all persons participating in the meeting can
hear each other at the same time.  Participation in a meeting
by these means, subject to the provisions of the Investment
Company Act of 1940, as amended, constitutes presence in
person at the meeting.
            Section 2.14.	Action Without a Meeting.
Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be
taken without a meeting, if a written consent to such action
is signed by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or
such committee.
            Section 2.15.	Compensation of Directors.
No Director shall receive any stated salary or fees from the
Corporation for his services as such if such Director is,
otherwise than by reason of being such Director, an
interested person (as such term is defined by the Investment
Company Act of 1940, as amended) of the Corporation or
of its investment manager or principal underwriter.  Except
as provided in the preceding sentence, Directors shall be
entitled to receive such compensation from the Corporation
for their services as may from time to time be voted by the
Board of Directors.
            Section 2.16.	Selection and Nomination of
Non-Interested Directors.  Subject to approval by a
majority of the directors of the Corporation, the directors of
the Corporation who are not interested persons of the
Corporation (as that term is defined in the Investment
Company Act of 1940, as amended) shall select and
nominate the directors of the Corporation who are not
interested persons of the Corporation.
ARTICLE III
Officers
            Section 3.1.	Executive Officers.  The
executive officers of the Corporation shall be chosen by the
Board of Directors.  These may include a Chairman of the
Board of Directors (who shall be a Director) and shall
include a President, a Secretary and a Treasurer.  The
Board of Directors or the Executive Committee may also in
its discretion appoint one or more Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such
authority and perform such duties as the Board of Directors
or the Executive Committee may determine.  The Board of
Directors may fill any vacancy which may occur in any
office.  Any two offices, except those of President and
Vice-President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by
law or these By-Laws to be executed, acknowledged or
verified by two or more officers.
            Section 3.2.	Term of Office.  The term of
office of all officers shall be one year and until their
respective successors are chosen and qualified.  Any officer
may be removed from office at any time with or without
cause by the vote of a majority of the whole Board of
Directors.  Any officer may resign his office at any time by
delivering a written resignation to the Corporation and,
unless otherwise specified therein, such resignation shall
take effect upon delivery.
            Section 3.3.	Powers and Duties.  The
officers of the Corporation shall have such powers and
duties as shall be stated in a resolution of the Board of
Directors, or the Executive Committee and, to the extent
not so stated, as generally pertain to their respective offices,
subject to the control of the Board of Directors and the
Executive Committee.
            Section 3.4.	Surety Bonds.  The Board of
Directors may require any officer or agent of the
Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company
Act of 1940, as amended, and the rules and regulations of
the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as
the Board of Directors may determine, conditioned upon
the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the
accounting of any of the Corporation's property, funds or
securities that may come into his hands.
ARTICLE IV
Capital Stock
            Section 4.1.	Certificates for Shares.  The
Corporation may, at its option, determine not to issue a
certificate or certificates to evidence shares owned of
record by any stockholder.
            Section 4.2.	Transfer of Shares.  Shares of
the Corporation shall be transferable on the books of the
Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number
of shares, duly endorsed or accompanied by proper
instruments of assignment and transfer, with such proof of
the authenticity of the signature as the Corporation or its
agents may reasonably require; in the case of shares not
represented by certificates, the same or similar
requirements may be imposed by the Board of Directors.
            Section 4.3.	Stock Ledgers.  The stock
ledgers of the Corporation, containing the names and
addresses of the stockholders and the number of shares held
by them respectively, shall be kept at the principal offices
of the Corporation or, if the Corporation employs a
Transfer Agent, at the offices of the Transfer Agent of the
Corporation.
            Section 4.4.	Transfer Agents and
Registrars.  The Board of Directors may from time to time
appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and
registrar.  Upon any such appointment being made, all
certificates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents
or by one of such registrars of transfers or by both and shall
not be valid unless so countersigned.  If the same person
shall be both transfer agent and registrar, only one
countersignature by such person shall be required.
            Section 4.5.	Lost, Stolen or Destroyed
Certificates.  The Board of Directors or the Executive
Committee or any officer or agent authorized by the Board
of Directors or Executive Committee may determine the
conditions upon which a new certificate of stock of the
Corporation of any class may be issued in place of a
certificate which is alleged to have been lost, stolen or
destroyed; and may, in its discretion, require the owner of
such certificate or such owner's legal representative to give
bond, with sufficient surety, to the Corporation and each
Transfer Agent, if any, to indemnify it and each such
Transfer Agent against any and all loss or claims which
may arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
ARTICLE V

Corporate Seal; Location of
Offices; Books; Net Asset Value
            Section 5.1.	Corporate Seal.  The Board
of Directors may provide for a suitable corporate seal, in
such form and bearing such inscriptions as it may
determine.  Any officer or director shall have the authority
to affix the corporate seal.  If the Corporation is required to
place its corporate seal to a document, it shall be sufficient
to place the word "(seal)" adjacent to the signature of the
authorized officer of the Corporation signing the document.
            Section 5.2.	Location of Offices.  The
Corporation shall have a principal office in the State of
Maryland.  The Corporation may, in addition, establish and
maintain such other offices as the Board of Directors or any
officer may, from time to time, determine.
            Section 5.3.	Books and Records.  The
books and records of the Corporation shall be kept at the
places, within or without the State of Maryland, as the
directors or any officer may determine; provided, however,
that the original or a certified copy of the by-laws,
including any amendments to them, shall be kept at the
Corporation's principal executive office.
            Section 5.4.	Annual Statement of Affairs.
The President or any other executive officer of the
Corporation shall prepare annually a full and correct
statement of the affairs of the Corporation, to include a
balance sheet and a financial statement of operations for the
preceding fiscal year.  The statement of affairs should be
submitted at the annual meeting of stockholders and, within
20 days of the meeting, placed on file at the Corporation's
principal office.
            Section 5.5.	Net Asset Value.  The value
of the Corporation's net assets shall be determined at such
times and by such method as shall be established from time
to time by the Board of Directors.
ARTICLE VI
Fiscal Year and Accountant
            Section 6.1.	Fiscal Year.  The fiscal year
of the Corporation, unless otherwise fixed by resolution of
the Board of Directors, shall begin on the first day of
January and shall end on the last day of December in each
year.
            Section 6.2.	Accountant.  The Corporation
shall employ an independent public accountant or a firm of
independent public accountants as its Accountant to
examine the accounts of the Corporation and to sign and
certify financial statements filed by the Corporation.  The
employment of the Accountant shall be conditioned upon
the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the
outstanding voting securities at any stockholders' meeting
called for that purpose.
ARTICLE VII
Indemnification and Insurance
            Section 7.1.	General.  The Corporation
shall indemnify directors, officers, employees and agents of
the Corporation against judgments, fines, settlements and
expenses to the fullest extent authorized and in the manner
permitted, by applicable federal and state law.
            Section 7.2.	Indemnification of Directors
and Officers.  The Corporation shall indemnify to the
fullest extent permitted by law (including the Investment
Company Act of 1940, as amended) as currently in effect
or as the same may hereafter be amended, any person made
or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer
of the Corporation or serves or served at the request of the
Corporation any other enterprise as a director or officer.
To the fullest extent permitted by law (including the
Investment Company Act of 1940, as amended) as
currently in effect or as the same may hereafter be
amended, expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid
or reimbursed by the Corporation promptly upon receipt by
it of an undertaking of such person to repay such expenses
if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights
provided to any person by this Article VII shall be
enforceable against the Corporation by such person who
shall be presumed to have relied upon it in serving or
continuing to serve as a director or officer as provided
above.  No amendment of this Article VII shall impair the
rights of any person arising at any time with respect to
events occurring prior to such amendment.  For purposes of
this Article VII, the term "Corporation" shall include any
predecessor of the Corporation and any constituent
corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation
or merger; the term "other enterprises" shall include any
corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation"
shall include service as a director or officer of the
Corporation which imposes duties on, or involves services
by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; any excise
taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses;
and action by a person with respect to any employee benefit
plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan
shall be deemed to be action not opposed to the best
interests of the Corporation.
            Section 7.3.	Insurance.  Subject to the
provisions of the Investment Company Act of 1940, as
amended, the Corporation, directly, through third parties or
through affiliates of the Corporation, may purchase, or
provide through a trust fund, letter of credit or surety bond
insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation, or who,
while a Director, officer, employee or agent of the
Corporation, is or was serving at the request of the
Corporation as a Director, officer, employee, partner,
trustee or agent of another foreign or domestic corporation,
partnership joint venture, trust or other enterprise against
any liability asserted against and incurred by such person in
any such capacity or arising out of such person's position,
whether or not the Corporation would have the power to
indemnify such person against such liability.
ARTICLE VIII
Custodian
            The Corporation shall have as custodian or
custodians one or more trust companies or banks of good
standing, foreign or domestic, as may be designated by the
Board of Directors, subject to the provisions of the
Investment Company Act of 1940, as amended, and other
applicable laws and regulations; and the funds and
securities held by the Corporation shall be kept in the
custody of one or more such custodians, provided such
custodian or custodians can be found ready and willing to
act, and further provided that the Corporation and/or the
Custodians may employ such subcustodians as the Board of
Directors may approve and as shall be permitted by law.
ARTICLE IX
Amendment of By-Laws
            The By-Laws of the Corporation may be
altered, amended, added to or repealed only by majority
vote of the entire Board of Directors.
17337510.3.BUSINESS
Table of Contents
(continued)
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TABLE OF CONTENTS

Page


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	- 31 -
17337510.3.BUSINESS

17337510.3.BUSINESS

EX-99.77Q2 ITEM 405

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

MORGAN STANLEY CLOSED END FUNDS

AND

COMPUTERSHARE TRUST COMPANY, N.A.

AND

COMPUTERSHARE SHAREHOLDER SERVICES, INC.


TABLE OF CONTENTS


Page


Section 1.  Certain Definitions 1


Section 2.  Appointment of Agent 1


2.1  Appointments 1


2.2  Documents 2


2.3  Records 2


2.4  Shares 2


2.5  Customer's Agent 3


2.6  Certificates 3


Section 3.  Standard Services 3


3.1  Certificate Replacement 3


3.2  Customary Services 3


3.3  Compliance with Laws 3


3.4  Unclaimed Property and Lost Shareholders 3


3.5  Compliance with Office of Foreign Asset Control
("OFAC") Regulation 4


Section 4.  Dividend Disbursing and Dividend Reinvestment
Plan Services 4


4.1  Declaration of Dividends 4


4.2  Stop Payments 4


4.3  Tax Withholding 4


4.4  Dividend Reinvestment 4


Section 5.  Optional Services and Standards 4


5.1  Optional Services 4


5.2  Shareholder Internet Services 5


Section 6.  Fees and Expenses 5


6.1  Fee and Service Schedules 5


6.2  Out-of-Pocket Expenses 5


6.3  Conversion Funds 5


6.4  Invoices 5


6.5  Late Payments 5


6.6  Overtime Charges 6


6.7  Bank Accounts 6


Section 7. Representations and Warranties of Transfer Agent 6


7.1  Governance 6


7.2  Compliance 6


Section 8.  Computer Services 6

i

TABLE OF CONTENTS
(continued)


Page


8.1  Transfer Agent 6


8.2  Procedures for Access 7


8.3  Proprietary Information 7


8.4  Content 7


8.5  Transactions 8


Section 9.  Representations and Warranties of Customer 8


9.1  Organizations 8


9.2  Governance 8


9.3  Securities Act of 1933 8


Section 10.  Indemnification/Limitation of Liability 8


10.1  Standard of Care 8


10.2  Customer Indemnity 8


10.3  Instructions 9


10.4  Transfer Agent Indemnification/Limitation of Liability 9


10.5  Notice 9


Section 11.  Damages 10


Section 12.  Responsibilities of the Transfer Agent 10


Section 13.  Covenants of the Customer and Transfer Agent 10


13.1  Notification 10


13.2  Records 10


Section 14.  Confidentiality 10


14.1  Covenant 10


14.2  Request for Records 11


Section 15.  Term and Termination 11


15.1  Term 11


15.2  Early Termination 11


15.3  Expiration of Term 11


15.4  Termination 11


15.5  Records 12


15.6  Privacy Act Information Definition 12


Section 16.  Assignment 12


16.1  Consent 12


16.2  Affiliates 12


16.3  Sub-contractors 13


ii

TABLE OF CONTENTS
(continued)


Page


Section 17.  Unaffiliated Third Parties. 13


Section 18.  Miscellaneous. 13


18.1  Notices 13


18.2  Successors 13


18.3  Amendments 13


18.4  Severability 13


18.5  Governing Law 14


18.6  Force Majeure 14


18.7  Third Party Beneficiaries 14


18.8  Survival 14


18.9  Priorities 14


18.10  Merger of Agreement 14


18.11  Counterparts 14


iii


AGREEMENT made as of the 26th day of September 2006,
by and among certain Morgan Stanley Closed End Funds as set forth in
Appendix A, as may be amended from time to time to add and delete
funds, having their principal office and place of business at Harborside
Financial Center, Plaza II, Jersey City, NJ07311 (collectively, the
"Customers", or individually, the "Customer"), and Computershare
Trust Company, N.A. and Computershare Shareholder
Services, Inc.(collectively, the "Transfer Agent").

WHEREAS, the Customer desires to appoint the Transfer
Agent as sole transfer agent, registrar and administrator of its dividend
reinvestment plan or direct stock purchase plan, and CSS as dividend
disbursing agent and processor of all payments received or made by
Customer under this Agreement.

WHEREAS, the Trust Company and CSS desire to accept
such respective appointments and perform the services related to such
appointments;

NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

Section 1. Certain Definitions.

(a) "Account" or "Accounts" shall mean the
account of each Shareholder which account shall hold any full or
fractional shares of stock held by such Shareholder and/or outstanding
funds or tax reporting to be done.

(b) "Agreement" shall mean this agreement and
any and all exhibits or schedules attached hereto and any and all
amendments or modifications, which may from time to time be
executed.

(c) "Closed Account" shall mean an account
with a zero share balance, no outstanding funds or no reportable tax
information.

(d) "Share" shall mean Customer's common
stock, par value $0.01 per share and Customer's preferred stock, par
value per share authorized by the Customer's Articles of Incorporation,
and other classes of Customer's stock to be designated by the Customer
in writing and for which the Transfer Agent agrees to service under this
Agreement.

(e) "Shareholder" shall mean the holder of record of Shares.

(f) "Shareholder Data" shall mean all  Shareholder, Customer and
proxy information maintained on the records database of the Transfer Agent.

(g) "Shareholder Internet Services" shall have the meaning set forth
in Section 5.2.

(h) "Dividend Reinvestment Plan" and "Direct
Stock Purchase Plan" shall mean the services as set forth in Section 4
and in the Fee and Service Schedule.

Section 2. Appointment of Agent.

2.1 Appointments.  The Customer hereby appoints the
Transfer Agent to act as sole transfer agent and registrar for all Shares
in accordance with the terms and conditions hereof and as administrator
of Plans and appoints CSS as dividend disbursing agent and processor
of all payments received or made by or on behalf of the Customer
under this Agreement, and the Transfer Agent and CSS accept the
appointments.  Customer has provided or shall provide Transfer Agent
with certified copies of resolutions dated the date hereof appointing the
Trust Company as Transfer Agent.

2.2 Documents.  In connection with the appointing of
Transfer Agent as the transfer agent and registrar for the Customer, the
Customer has provided or will provide the attached appointment
documents to the Transfer Agent, and Customer corporate authority
documents.

(a) Copies of Registration Statements and
amendments thereto, filed with the Securities and Exchange
Commission for initial public offerings;

(b) Specimens of all forms of outstanding stock
certificates, in forms approved by the Board of Directors of the
Customer, with a certificate of the Secretary of the Customer as to such
approval;

(c) Specimens of the Signatures of the officers
of the Customer authorized to sign stock certificates and individuals
authorized to sign written instructions and requests; and

(d) An opinion of counsel for the Customer
addressed to both the Trust Company and CSS with respect to:

(i) The Customer's organization and
existence under the laws of its state of organization;

(ii) The status of all Shares of the Customer covered by the appointment
under the Securities Act of 1933, as amended, and any other applicable
federal or state statute; and

(iii) That all issued Shares are, and all  unissued Shares will be, when
issued, validly issued, fully paid and non-assessable.

(e) A copy of the Articles of Incorporation and By-Laws of the Customer;

(f) Copies of all material amendments to its
Articles of Incorporation or By-Laws made after the date of this
Agreement, promptly after such amendments are made; and

(g) A certificate of the Customer as to the
Shares authorized, issued and outstanding, as well as a description of
all reserves of unissued Shares relating to the exercise of options.

2.3 Records.  Transfer Agent may adopt as part of its
records all lists of holders, records of Customer's stock, books,
documents and records which have been employed by any former agent
of Customer for the maintenance of the ledgers for such shares,
provided such ledger is certified by an officer of Customer or the prior
transfer agent to be true, authentic and complete.  The Transfer Agent
shall keep records relating to the services to be performed hereunder, in
the form and manner as it may deem advisable.  The Transfer Agent
agrees that all such records prepared or maintained by it relating to the
services performed hereunder are the property of the Customer and will
be preserved, maintained and made available in accordance with the
requirements of law, and will be surrendered promptly to the Customer
on and in accordance with its request.

2.4 Shares.  Customer shall, if applicable, inform
Transfer Agent as to (i) the existence or termination of any restrictions
on the transfer of Shares and in the application to or removal from any
certificate of stock of any legend restricting the transfer of such Shares
or the substitution for such certificate of a certificate without such
legend, (ii) any authorized but unissued Shares reserved for specific
purposes, (iii) any outstanding Shares which are exchangeable for Shares
and the basis for exchange, (iv) reserved Shares subject to
option and the details of such reservation and (v) special instructions
regarding dividends and information of foreign holders.


2



2.5 Customer's Agent.  Transfer Agent represents that it
is engaged in an independent business and will perform its obligations
under this Agreement as an agent of Customer.

2.6 Certificates.  Customer shall deliver to Transfer
Agent an appropriate supply of stock certificates, which certificates
shall provide a signature panel for use by an officer of or authorized
signor for Transfer Agent to sign as transfer agent and registrar, and
which shall state that such certificates are only valid after being
countersigned and registered.

Section 3. Standard Services.

3.1 Certificate Replacement.  The Transfer Agent will
perform the following services:

(a) issue and record the appropriate number of
Shares as authorized and hold such Shares in the appropriate
Shareholder account;

(b) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate documentation;

(c) act as agent for Shareholders pursuant to the
Dividend Reinvestment Plan and other investment programs as
amended from time to time in accordance with the terms of the
agreements relating thereto to which the Transfer Agent is or will be a
party; and

(d) The Transfer Agent will issue replacement
certificates for those certificates alleged to have been lost stolen or
destroyed upon receipt by the Transfer Agent of an open penalty surety
bond satisfactory to it and holding it and the Customer harmless, absent
notice to the Customer and the Transfer Agent that such certificates
have been acquired by a bona fide purchaser.  The Transfer Agent, at
its option, may issue replacement certificates in place of mutilated
stock certificates upon presentation thereof without such indemnity.
Further, the Transfer Agent may at its sole option accept
indemnification from a Customer to issue replacement certificates for
those certificates alleged to have been lost, stolen or destroyed in lieu
of an open penalty bond.

3.2 Customary Services.  The Transfer Agent shall
perform all the customary services of a transfer agent, dividend
disbursing agent, agent of dividend reinvestment plan, cash purchase
plan and other investment programs as described in Section 3.1
consistent with those requirements in effect as of the date of this
Agreement and in compliance with applicable laws as set forth in
Section 3.3; provided, however, the Transfer Agent shall not be
required to take shareholder telephone calls or respond to written
shareholder inquiries.  All such shareholder inquiries in writing or by
telephone shall be handled by Customer.  Any correspondence or
telephone inquiries from shareholders received by the Transfer Agent
will be forwarded to Customers.  The detailed services and definition,
frequency, limitations and associated costs (if any) are set out in the
attached fee and service schedule ("Fee and Service Schedule").

3.3 Compliance with Laws.  The Trust Company and
CSS are obligated to and agree to comply with all applicable federal,
state and local laws and regulations, codes, order and government
rules in the performance of their duties under this Agreement.

3.4 Unclaimed Property and Lost Shareholders.  The
Transfer Agent shall report unclaimed property to each state in
compliance with state law and Section 17Ad-17 of the Exchange Act of
1934 as amended (the "Exchange Act") for lost shareholders.  If the Customers
are not in compliance with applicable state laws, there will be no
charge for the first two years for this service; provided that after the
first two years, the Transfer Agent will charge Customers its then
standard fee plus any out-of-pocket expenses.


3


3.5 Compliance with Office of Foreign Asset Control
("OFAC") Regulation.  The Transfer Agent shall ensure compliance
with OFAC laws.

Section 4. Dividend Disbursing and Dividend Reinvestment
Plan Services.

4.1 Declaration of Dividends.  Upon receipt of a written
notice from the President, any Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer of Customer declaring the
payment of a dividend, CSS shall disburse such dividend payments
provided that in advance of such payment, Customer furnishes CSS
with sufficient funds.  The payment of such funds to CSS for the
purpose of being available for the payment of dividend checks from
time to time is not intended by Customer to confer any rights in such
funds on Customer's Shareholders whether in trust or in contract or
otherwise.

4.2 Stop Payments.  Customer hereby authorizes CSS to
stop payment of checks issued in payment of dividends, but not
presented for payment, when the payees thereof allege either that they
have not received the checks or that such checks have been mislaid,
lost, stolen, destroyed or, through no fault of theirs, are otherwise
beyond their control and cannot be produced by them for presentation
and collection, and CSS shall issue and deliver duplicate checks in
replacement thereof, and Customer shall indemnify Transfer Agent
against any loss or damage resulting from reissuance of the checks.

4.3 Tax Withholding.  CSS is hereby authorized to
deduct from all dividends declared by Customer and disbursed by CSS,
as dividend disbursing agent, the tax required to be withheld pursuant
to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986,
as amended, or by any Federal or State statutes subsequently enacted,
and to make the necessary return and payment of such tax in
connection therewith.

4.4 Dividend Reinvestment.  Receive all payments made
to the Customer or the Transfer Agent under the Dividend
Reinvestment Plan and make all payments required to be made under
such plans, including all payments required to be made to the
Customer.

Section 5. Optional Services and Standards.

5.1 Optional Services.  To the extent that a Customer
elects to engage the Transfer Agent to provide the services listed below
the Customers shall engage the transfer Agent to provide such services
upon terms and fees to be agreed upon by the parties:

(a)	Employee Plan Services;

(b)	Employee Stock Purchase Plan Programs;

and

(c) Corporate actions (including inter alia, odd
lot buy backs, exchanges, mergers, redemptions, subscriptions, capital
reorganization, coordination of post-merger services and special
meetings.


4



In the event that the Customer Vendor provides the above services, the
Customer shall pay the Transfer Agent its standard fees and expenses
charged by the Transfer Agent for services rendered to support the
above services rendered by the Customer Vendor for the benefit of the
Customer.

5.2 Shareholder Internet Services.  The Transfer Agent
shall provide internet access to Customer's Shareholders through
Transfer Agent's web site,Computershare.com ("Shareholder Internet
Services"), pursuant to its established procedures ("Security
Procedures") and fees, to allow Shareholders to view their account
information and perform certain on-line transaction request capabilities.
The Shareholder Internet Services are provided "as is," on an "as
available" basis, and Transfer Agent hereby specifically disclaims any
and all representations or warranties, express or implied, regarding such
services provided by Transfer Agent hereunder, including any implied
warranty of merchantability or fitness for a particular purpose and
implied warranties arising from course of dealing or course of
performance.

Section 6. Fees and Expenses.

6.1 Fee and Service Schedules.  Customer agrees to pay
Transfer Agent the fees for Services performed pursuant to this
Agreement as set forth in the Fee and Service Schedule attached hereto,
for the initial term of the Agreement (the "Initial Term").  Sixty (60)
days before the expiration of the Initial Term or a Renewal Term, the
parties to this Agreement will agree upon a Fee Schedule for the
upcoming Renewal Term.  If no new fee schedule is agreed upon, the
fees will increase as set forth in the Term Section of the Fee and
Service Schedule.

6.2 Out-of-Pocket Expenses.  In addition to the fees paid
under Section 6.1 above, the Customer agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to postage,
Transfer Agent administrative costs, forms, telephone, microfilm,
microfiche, taxes, records storage, exchange and broker fees, or
advances incurred by the Transfer Agent for the items setout in the Fee
and Service Schedule attached hereto.  In addition, any other expenses
incurred by the Transfer Agent at the request or with the consent of the
Customer, will be reimbursed by the Customer.

6.3 Conversion Funds.  Conversion funding required by
any out of proof condition caused by a prior agents' services shall be
advanced to Transfer Agent prior to the commencement of services.

6.4 Invoices.  The Customer agrees to pay all fees and
reimbursable expenses within 30 days of the date of the respective
billing notice, except for any fees or expenses that are subject to good
faith dispute.  In the event of such a dispute, the Customer may only
withhold that portion of the fee or expense subject to the good faith
dispute.  The Customer shall settle such disputed amounts within
five (5) business days of the day on which the parties agree on the
amount to be paid by payment of the agreed amount.  If no agreement
is reached, then such disputed amounts shall be settled as may be
required by law or legal process.

6.5 Late Payments.

(a) If any undisputed amount in an invoice of
the Transfer Agent (for fees or reimbursable expenses) is not paid
within 30 days after receipt of such invoice, the Customer shall pay the
Transfer Agent interest thereon (from the due date to the date of
payment) at a per annum rate equal to one percent (1.0%) plus the
Prime Rate (that is, the base rate on corporate loans posted by large
domestic Transfer Agent) published by the New York edition of The
Wall Street Journal (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by Customer on the first
day of publication during the month when such amount was due.
Notwithstanding any other provision hereof,



5




such interest rate shall be no greater than the greater/lesser rate
permitted under applicable provisions of New Jersey law.

(b) The failure by Customer to pay an invoice
within 90 days after receipt of such invoice or the failure by the
Customer to timely pay two consecutive invoices shall constitute a
material breach pursuant to Section 15.3(a) below.  The Transfer Agent
may terminate this Agreement for such material breach immediately
and shall not be obligated to provide the Customer with 30 days to cure
such breach.

6.6 Overtime Charges.  Overtime charges will be
assessed in the event of a late delivery to the Transfer Agent of
Customer material for mailings to Shareholders, unless the mail date is
rescheduled. Such material includes, but is not limited to, proxy
statements, quarterly and annual reports and news releases.

6.7 Bank Accounts.  The Customer acknowledges that
the bank accounts maintained by CSS in connection with the Services
will be in its name and that CSS may receive investment earnings in
connection with the investment at CSS's risk and for its benefit of
funds held in those accounts from time to time.

Section 7. Representations and Warranties of Transfer Agent.

7.1 Governance.  The Trust Company is a federally
chartered limited purpose national bank duly organized under the laws
of the United States and CSS is a corporation validly existing and in
good standing under the laws of the State of Delaware and each has full
corporate power, authority and legal right to execute, deliver and
perform this Agreement.  The execution, delivery and performance of
this Agreement by Transfer Agent has been duly authorized by all
necessary corporate action and constitutes the legal valid and binding
obligation of Transfer Agent enforceable against Transfer Agent in
accordance with its terms.

7.2 Compliance.  The execution, delivery and
performance of the Agreement by Transfer Agent will not violate,
conflict with or result in the breach of any material term, condition or
provision of, or require the consent of any other party to, (i) any
existing law, ordinance, or governmental rule or regulation to which
Transfer Agent is subject, (ii) any judgment, order, writ, injunction,
decree or award of any court, arbitrator or governmental or regulatory
official, body or authority which is applicable to Transfer Agent,
(iii) the incorporation documents or by-laws of, or any material
agreement to which Transfer Agent is a party.

7.3 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.

7.4 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.

7.5 It will comply with all applicable sections of the
Exchange Act necessary to enter into and perform this Agreement.

7.6 It has and will continue to have a commercially
reasonable disaster recovery plan.

Section 8. Computer Services.

8.1 Transfer Agent.  Has developed a data access service
that enables the Customer to access the Customer's Shareholder records
maintained on the Transfer Agent's computer system through the



6



Internet or remote access, as the case maybe (the "Data Access
Service").  The Customer wishes to use such Data Access Service
subject to the terms and conditions set forth herein.

8.2 Procedures for Access.  Access is accomplished by
entering a unique Customer identification ("Customer ID(s)") and
passwords ("Password(s)")assigned to the Customer by Transfer Agent.
Each Customer ID and Password assigned to the Customer is for use
only by the Customer.  The Customer shall establish and maintain
reasonable security and control over each Customer ID.  After Transfer
Agent assigns the Customer a Password, the Customer shall change the
Password.  The Password is within the Customer's exclusive control
after the necessary change.  Customer agrees to notify Transfer Agent
immediately if any employee of Customer granted access to the Data
Access Service leaves the employ of the Customer, in order to enable
Transfer Agent to terminate such employee's access.

8.3 Proprietary Information.  The Customer
acknowledges that the databases, computer programs, screen formats,
report formats, interactive design techniques, and documentation
manuals furnished to the Customer by Transfer Agent as part of the
Data Access Service to access Shareholder Data maintained by the
Transfer Agent on data bases under the control and ownership of the
Transfer Agent or other third party constitute copyrighted, trade secret,
or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third
party.  In no event shall Proprietary Information be deemed
Shareholder Data.  The Customer agrees to treat all Proprietary
Information as proprietary to the Transfer Agent and further agrees that
it shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder.  Without limiting
the foregoing, the Customer agrees for itself and its employees and
agents:

(a) to refrain from copying or duplicating in any
way the Proprietary Information, other than to print out pages reflecting
Shareholder Data to provide to Shareholders or for Customer's internal
use;

(b) to refrain from obtaining unauthorized
access to any portion of the Proprietary Information, and if such access
is inadvertently obtained, to inform Transfer Agent in a timely manner
of such fact and dispose of such information in accordance with
Transfer Agent's instructions;

(c) to refrain from causing or allowing the
Proprietary Information from being retransmitted to any other computer
facility or other location, except with the prior written consent of the
Transfer Agent;

(d) that the Customer shall have access only to
those authorized transactions agreed upon by the parties; and

(e) to honor all reasonable written requests
made by Transfer Agent to protect at Transfer Agent's expense the
rights of Transfer Agent Proprietary Information at common law, under
federal copyright law and under other federal or state law.

8.4 Content.  If the Customer notifies the Transfer Agent
that any part of the Data Access Service does not operate in material
compliance with the user documentation provided by the Transfer
Agent for such service, the Transfer Agent shall endeavor in a timely
manner to correct such failure.  Organizations from which the Transfer
Agent may obtain certain data included in the services are solely
responsible for the contents of such data and the Customer agrees to
make no claim against the Transfer Agent arising out of the contents of
such third party data, including, but not limited to, the accuracy thereof.



7



8.5 Transactions.  If the transactions available to the
Customer include the ability to originate electronic instructions to the
Transfer Agent in order to (i) effect the transfer or movement of Shares
or direct CSS to transfer cash or (ii) transmit Shareholder information
or other information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such instructions
without undertaking any further inquiry as long as such instructions are
undertaken in conformity with security procedures established by the
Transfer Agent from time to time.

Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 8.


Section 9. Representations and Warranties of Customer.

The Customer represents and warrants to the Transfer Agent
that:

9.1 Organizations.  It is a corporation duly organized and
existing and in good standing under the laws of Maryland;

9.2 Governance.  It is empowered under applicable laws
and by its Articles of Incorporation and By-Laws to enter into and
perform this Agreement.  All corporate proceedings required by said
Articles of Incorporation, By-Laws and applicable law have been taken
to authorize it to enter into and perform this Agreement; and

9.3 Securities Act of 1933.  A registration statement
under the Securities Act of 1933, as amended (the "1933 Act") has
been filed and is currently effective, or will be effective prior to the sale
of any Shares, and will remain so effective, and all appropriate state
securities law filings have been made with respect to all the Shares of
the Customer being offered for sale except for any Shares which are
offered in a transaction or series of transactions which are exempt from
the registration requirements of the 1933 Act and state securities laws;
information to the contrary will result in immediate notification to the
Transfer Agent.

Section 10. Indemnification/Limitation of Liability.

10.1 Standard of Care.  The Transfer Agent shall at all
times act in good faith and agrees to use its best efforts within
reasonable time limits to insure the accuracy of all services performed
under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith or willful misconduct or that of its employees
as set forth and subject to the limitations set forth in Section 10.4
below.

10.2 Customer Indemnity.  The Transfer Agent shall not
be responsible for, and the Customer shall indemnify and hold the
Transfer Agent harmless from and against, any and all losses, claims,
damages, costs, charges, counsel fees and expenses, payments,
expenses and liability arising out of or attributable to:

(a) all actions of the Transfer Agent or its
agents or subcontractors required to be taken pursuant to this
Agreement provided such actions are taken in good faith and without
negligence or willful misconduct;

(b) the Customer's lack of good faith,
negligence or willful misconduct or the breach of any representation or
warranty of the Customer hereunder;



8



(c) the reliance or use by the Transfer Agent or
its agents or subcontractors of information, records and documents
which have been prepared and/or maintained by the Customer or any
other person or firm on behalf of the Customer.  Such other person or
firm shall include any former transfer agent or former registrar, or co-
transfer agent or co-registrar or any current registrar where the Transfer
Agent is not the current registrar;

(d) the reliance or use by the Transfer Agent or
its agents or subcontractors of any paper or document reasonably
believed to be genuine and to have been signed by the proper person or
persons including Shareholders or electronic instruction from
Shareholders submitted through the Shareholder Internet Services or
other electronic means pursuant to security procedures established by
the Transfer Agent; and

(e) the negotiations and processing of all
checks, including checks made payable to prospective or existing
shareholders which are tendered to the Transfer Agent for the purchase
of Shares (commonly known as "third party checks").

10.3 Instructions.  At any time the Transfer Agent may
apply to any officer of the Customer for instruction, and may consult
with legal counsel for the Transfer Agent or the Customer with respect
to any matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and Transfer Agent and its
agents and subcontractors shall not be liable and shall be indemnified
by the Customer for any action taken or omitted by it in reliance upon
such instructions or upon the advice or opinion of such counsel.  The
Transfer Agent, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document reasonably believed
to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents
provided the Transfer Agent or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or
similar means authorized by the Customer, and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Customer.  The Transfer Agent, its
agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the
proper manual or facsimile signatures of officers of the Customer, and
the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.

10.4 Transfer Agent Indemnification/Limitation of
Liability.  Transfer Agent shall be responsible for and shall indemnify
and hold the Customer harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to Transfer Agent's refusal or failure to
comply with the terms of this Agreement, or which arise out of
Transfer Agent's negligence or willful misconduct or which arise out of
the breach of any representation or warranty of Transfer Agent
hereunder, for which Transfer Agent is not entitled to indemnification
under this Agreement; provided, however, that Transfer Agent's
aggregate liability during any term of this Agreement with respect to,
arising from, or arising in connection with this Agreement, or from all
services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not
exceed $1,000,000.00 (one million dollars).

10.5 Notice.  In order that the indemnification provisions
contained in this Section shall apply, upon the assertion of a claim for
which one party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim.  The indemnifying party shall
have the option to participate with the indemnified party in the defense
of such claim or to defend against said claim in its own name or the
name of the indemnified party.  The indemnified party shall in no case
confess any claim or make any compromise in any case in which the
indemnifying party may be required to indemnify it except with the
indemnifying party's prior written consent.



9



Section 11. Damages.

No party shall be liable for any incidental, indirect, special or
consequential damages of any nature whatsoever, including, but not
limited to, loss of anticipated profits, occasioned by a breach of any
provision of this Agreement even if apprised of the possibility of such
damages.

Section 12. Responsibilities of the Transfer Agent.

12.1 The Customer agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments
and assurances as may reasonably be required by the Transfer Agent
for the carrying out, or performing by the Transfer Agent of the
provisions of this Agreement.

12.2 No provision of this Agreement shall require the
Transfer Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in
the exercise of its rights if it shall believe in good faith that repayment
of such funds or adequate indemnification against such risk or liability
is not reasonably assured to it.

Section 13. Covenants of the Customer and Transfer Agent.

13.1 Notification.  Customer shall notify Transfer Agent
as soon as possible in advance of any stock split, stock dividend or
similar event which may affect the Shares, and any bankruptcy,
insolvency, moratorium or other proceeding regarding Customer
affecting the enforcement of creditors' rights. Notwithstanding any
other provision of the Agreement to the contrary, Transfer Agent will
have no obligation to perform any Services under the Agreement
subsequent to the commencement of any bankruptcy, insolvency,
moratorium or other proceeding regarding Customer affecting the
enforcement of creditor' rights unless Transfer Agent receives
assurance satisfactory to it that it will receive full payment for such
services.

13.2 Records.  The Transfer Agent shall keep records
relating to the services to be performed hereunder, in the form and
manner as it may deem advisable.  The Transfer Agent agrees that all
such records prepared or maintained by it relating to the services
performed hereunder are the property of the Customers and will be
preserved, maintained and made available in accordance with the
requirements of law, and will be surrendered promptly to the
Customers on and in accordance with its request, to the extent such
surrender does not conflict with, or is not prohibited by, applicable
laws.

Section 14. Confidentiality.

14.1 Covenant.  The Transfer Agent and the Customer
agree that they will not, at any time during the term of this Agreement
or after its termination, reveal, divulge, or make known to any person,
firm, corporation or other business organization, any customers' lists,
trade secrets, cost figures and projections, profit figures and
projections, or any other secret or confidential information whatsoever,
whether of the Transfer Agent or of the Customer, used or gained by
the Transfer Agent or the Customer during performance under this
Agreement.  The Customer and the Transfer Agent further covenant
and agree to retain all such knowledge and information acquired during
and after the term oft his Agreement respecting such lists, trade secrets,
or any secret or confidential information whatsoever in trust for the sole
benefit of the Transfer Agent or the Customer and their successors and
assigns.  The above prohibition of disclosure shall not apply to the
extent that the Transfer Agent must disclose such data to its sub-
contractor or agent for purposes of providing services under this
Agreement.



10



14.2 Request for Records.  In the event that any requests
or demands are made for the inspection of the Shareholder records of
the Customer, other than request for records of Shareholders pursuant
to standard subpoenas from state or federal government authorities
(e.g., in divorce and criminal actions), the Transfer Agent will endeavor
to notify the Customer and to secure instructions from an authorized
officer of the Customer as to such inspection.  The Transfer Agent
expressly reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by counsel that it may be
held liable for the failure to exhibit the Shareholder records to such
person or if required bylaw or court order.

Section 15. Term and Termination.

15.1 Term.  The Initial Term of this Agreement shall be
three (3) years from the date first stated above unless terminated
pursuant to the provisions of this Section 15.  Unless a terminating
party gives written notice to the other party sixty (60) days before the
expiration of the Initial Term this Agreement will renew automatically
from year to year ("Renewal Term").  If, after the Initial Term, any
party to this Agreement may terminate this Agreement by providing
notice to the other parties 60 days prior to the anticipated termination
date.  Sixty (60) days prior to the Initial Term or a Renewal Term, the
parties to this Agreement will mutually agree upon a Fee Schedule for
the upcoming Renewal Term.

15.2 Early Termination.  Notwithstanding anything
contained in this Agreement to the contrary, should Customer desire to
move any of its services provided by the Transfer Agent hereunder to a
successor service provider prior to the expiration of the then current
Initial or Renewal Term, or without the required notice period, the
Transfer Agent shall make a good faith effort to facilitate the
conversion on such prior date, however, there can be no guarantee that
the Transfer Agent will be able to facilitate a conversion of services on
such prior date.  In connection with the foregoing, should services be
converted to a successor service provider, or if the Customer is
liquidated or its assets merged or purchased or the like with another
entity which does not utilize the services of the Transfer Agent, the fees
payable to the Transfer Agent shall be calculated as if the services had
remained with the Transfer Agent until the expiration of the then
current Initial or Renewal Term and calculated at existing rates on the
date notice of termination was given to the Transfer Agent, and the
payment of fees to the Transfer Agent as set forth herein shall be
accelerated to the date prior to the conversion or termination of
services.  Section 15.2 shall not apply if the Transfer Agent is
terminated for cause under Section 15.4(a) of this Agreement.  Once
this Agreement is terminated, any and all other services provided by
Transfer Agent for the Customer will be deemed terminated on said
date.

15.3 Expiration of Term.  After the expiration of the Initial
Term or Renewal Term whichever currently is in effect, should either
party exercise its right to terminate, all reasonable out-of-pocket
expenses associated with the movement of records and material will be
borne by the Customer. Additionally, the Transfer Agent will charge a
de-conversion/transition fee in an amount equal to 10% of the
aggregate fees incurred by Customer during the immediately preceding
twelve (12) month period, provided, however, such fee shall in no event
be less than one thousand ($1,000.00) dollars.

15.4 Termination.

This Agreement may be terminated in accordance with the
following:

(a) At any time by any party upon a material
breach of a representation, covenant or term of this Agreement by any
other unaffiliated party which is not cured within a period not to exceed
thirty (30) days after the date of written notice thereof by one of the
other parties; and



11



(b) By Transfer Agent, at any time, in the event
that during the term of this Agreement, a bankruptcy or insolvency
proceeding is filed by or against Customer or a trustee or receiver is
appointed for any substantial part of Customer's property (and in a case
of involuntary bankruptcy, insolvency or receivership proceeding, there
is entered an order for relief, or order appointing a receiver or some
similar order or decree and Customer does not succeed in having such
order lifted or stayed within sixty (60) days from the date of its entry),
or Customer makes an assignment of all or substantially all of its
property for the benefit of creditors or ceases to conduct its operations
in the normal course or business.

15.5 Records.  Upon receipt of written notice of
termination, the parties will use commercially practicable efforts to
effect an orderly termination of this Agreement. Without limiting the
foregoing, Transfer Agent will deliver promptly to Customers, in
machine readable form on media as reasonably requested by
Customers, all stockholder and other records, files and data supplied to
or compiled by Transfer Agent on behalf of Customers.

15.6 Privacy Act Information Definition.

(a) Definition.  Transfer Agent may receive
information from Customer or may come into possession of
information that Customer is required to protect under Title V of the
Graham-Leach-Bliley Act of 1999 ("Privacy Act") in connection with
providing services to Customer under this Agreement. For purposes of
this Agreement, "Privacy Act Information" shall mean the following
types of information and other information of a similar nature (whether
or not reduced to writing):  Shareholder Information, non public
personal information including" personally identifiable financial
information" whether provided directly by the Shareholder in
connection with obtaining a service or obtained from other sources,
Shareholder financial information, Shareholder names and other
information related to Shareholders.

(b) Ownership.  All notes, data, reference,
materials, memoranda, documentation and records, in any way
incorporating or reflecting any of the Privacy Act Information shall
belong exclusively at all times to Customer. Transfer Agent agrees to
turn over shareholder records to Customer upon request or upon
termination of this Agreement, subject to applicable law.

(c) Confidentiality.  Transfer Agent agrees
during the term of this Agreement and thereafter to hold in confidence
and not to directly or indirectly reveal, report, publish, disclose or
transfer any of the Privacy Act Information to any person or entity, or
utilize any of the Privacy Act Information for any purpose, except in
connection with providing services hereunder or as required by law;
provided, however, Transfer Agent may disclose such Privacy Act
Information to its third-party vendors for purposes of performing
services for Customer provided such third party vendors are
contractually bound to keep such information confidential.

Section 16. Assignment.

16.1 Consent.  Except as otherwise provided in
Section 16.2 below, neither this Agreement nor any rights or
obligations hereunder may be assigned or delegated by either party
without the written consent of the other.

16.2 Affiliates.  The Transfer Agent may, without further
consent of the Customer assign its rights and obligations hereunto to
any affiliated transfer agent registered under Section 17A(c)(2) of the
Exchange Act.  The Transfer Agent may not assign its rights or
obligations to unaffiliated third parties without the written consent of
the Customer.


12



16.3 Sub-contractors.  Transfer Agent may, without
further consent on the part of Customer, subcontract with other
subcontractors for telephone and mailing services as may be required
from time to time; provided, however, that the Transfer Agent shall be
as fully responsible to the Customer for the acts and omissions of any
subcontractor as it is for its own acts and omissions.

Section 17. Unaffiliated Third Parties.

Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as, by way of example
and not limitation, airborne services, the U.S. mails and
telecommunication companies, provided, if the Transfer Agent selected
such company, the Transfer Agent shall have exercised due care in
selecting the same.

Section 18. Miscellaneous.

18.1	Notices.  Any notice or communication by the
Transfer Agent or the Customer to the other is duly given if in writing
and delivered in person or mailed by first class mail, postage prepaid,
telex, telecopier or overnight air courier guaranteeing next day delivery,
to the other's address:

If to the Customer:

Morgan Stanley Trust
Harborside Financial Center
Plaza II
Jersey City, NJ 07311
Telecopy No.:  (781) 575-4210
Attn:  General Counsel

If to the Transfer Agent:

Computershare Trust Company, N.A.
c/o Computershare Shareholder Services, Inc.
250 Royall Street
Canton, MA 02021
Telecopy No.:  (781) 575-4210
Attn:  General Counsel

18.2 Successors.  All the covenants and provisions of this
agreement by or for the benefit of the Customer or the Transfer Agent
shall bind and inure to the benefit of their respective successors and
assigns hereunder.

18.3 Amendments.  This Agreement may be amended or
modified by a written amendment executed by the parties hereto and, to
the extent required, authorized or approved by a resolution of the Board
of Directors of the Customer.

18.4 Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provision, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.



13



18.5 Governing Law.  This Agreement shall be governed
by the laws of the Commonwealth of Massachusetts, without reference
to its conflicts of law provisions.

18.6 Force Majeure.  Notwithstanding anything to the
contrary contained herein, Transfer Agent shall not be liable for any
delays or failures in performance resulting from acts beyond its
reasonable control including, without limitation, acts of God, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.

18.7 Third Party Beneficiaries.  The provisions of this
Agreement are intended to benefit only the Transfer Agent, the
Customer and their respective permitted successors and assigns.  No
rights shall be granted to any other person by virtue of this agreement,
and there are no third party beneficiaries hereof.

18.8 Survival.  All provisions regarding indemnification,
warranty, liability and limits thereon, and confidentiality and protection
of proprietary rights and trade secrets shall survive the termination of
this Agreement.

18.9 Priorities.  In the event of any conflict, discrepancy,
or ambiguity between the terms and conditions contained in this
Agreement and any schedules or attachments hereto, the terms and
conditions contained in this Agreement shall take precedence.

18.10 Merger of Agreement.  This agreement constitutes
the entire agreement between the parties hereto and supersedes any
prior agreement with respect to the subject matter hereof, whether oral
or written.

18.11 Counterparts.  This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


14


IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed by one of its officers thereunto
duly authorized, all as of the date first written above.

Morgan Stanley Closed End Funds
Set Forth In Appendix A ("Morgan Stanley Closed-End Funds")

BY:
/s/ James Garrett
Name: James Garrett
Title: Treasurer and Chief Financial
Officer of each of the Morgan Stanley
Closed-End Funds

Computershare Shareholder Services, Inc. Computershare Trust Company, N.A.
On Behalf Of Both Entities

BY:
/s/ Darlene M. Diodato
Name: Darlene M. Diodato
Title: Senior Managing Director

APPENDIX A

Morgan Stanley China A Share Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley Frontier Emerging Markets Fund, Inc.

The Turkish Investment Fund, Inc.

A-1

AMENDMENT NO. 1 TO
TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment No. 1 ("Amendment"), effective as of April 24,
2009 ("Effective Date"), is to the Transfer Agency and Service
Agreement dated as of September 26, 2006 ("Agreement"), by
and between certain Morgan Stanley Closed End Funds as set
forth in Appendix A of the Agreement (collectively, "Customers"
or individually, "Customer"), and Computershare Inc. (f/k/a
Computershare Shareholder Services, Inc.), and its fully-owned
subsidiary Computershare Trust Company, N.A. (collectively,
"Transfer Agent").

WHEREAS, the Customers and Transfer Agent are
parties to the Agreement;

WHEREAS, the Customers and Transfer Agent now
desire to amend the Agreement;

NOW, THEREFORE, in consideration of the premises and
mutual agreements herein set forth, the parties hereby agree as
follows:

1. Amendment of Introductory Section.  The
Introductory Section of the Agreement is
hereby amended by deleting "Harborside Financial
Center, Plaza II, Jersey City, NJ  07311" in its entirety
and replacing it with "522 Fifth Avenue, New York, NY
10036".

2. Amendment of Section 18.  Section 18 of the
Agreement is hereby amended by
deleting the "If to Customer" notice address in its
entirety and replacing it with the following:

Morgan Stanley Trust
522 Fifth Avenue
New York, NY  10036
Attn: General Counsel

3. Amendment of Name.  The Agreement is hereby
amended by deleting each reference to "Computershare
Shareholder Services, Inc." and replacing each such
reference with "Computershare Inc."

4. Amendment of Appendix A.  Appendix A to the
Agreement is hereby deleted in its entirety and replaced
with the new Appendix A attached hereto.

5. Effect on Agreement.  Except as otherwise amended,
all other terms of the Agreement shall remain in full
force and effect.

6. Counterparts.  This Amendment may be executed in
any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together
constitute but one and the same instrument.  A
signature to this Agreement transmitted electronically
shall have the same authority, effect, and enforceability
as an original signature.

IN WITNESS WHEREOF each of the parties hereto has caused
this Amendment to be executed by one of its officers thereunto
duly authorized, all as of the Effective Date.

Computershare Inc. and Computershare Trust Company, N. A.
On Behalf of Both Entities:
By:

Name: Dennis V. Moccia
Title: Managing Director

Morgan Stanley Closed End Funds set forth in Appendix A
By:

Name: James Garrett
Title: Treasurer and Chief Financial Officer of
each of the Morgan Stanley Closed-End Funds

Appendix A
As amended April 24, 2009

Morgan Stanley Asia-Pacific Fund, Inc.
Morgan Stanley California Insured Municipal Income Trust
Morgan Stanley California Quality Municipal Securities
Morgan Stanley China "A" Share Fund, Inc.
Morgan Stanley Eastern Europe Fund, Inc.
Morgan Stanley Emerging Markets Debt Fund, Inc.
Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.
Morgan Stanley Emerging Markets Fund, Inc.
Morgan Stanley Frontier Emerging Markets Fund, Inc.
Morgan Stanley Global Opportunity Bond Fund, Inc.
Morgan Stanley High Yield Fund, Inc.
Morgan Stanley Income Securities Inc.
Morgan Stanley India Investment Fund, Inc.
Morgan Stanley Insured California Municipal Securities
Morgan Stanley Insured Municipal Bond Trust
Morgan Stanley Insured Municipal Income Trust
Morgan Stanley Insured Municipal Securities
Morgan Stanley Insured Municipal Trust
Morgan Stanley Municipal Income Opportunities Trust
Morgan Stanley Municipal Income Opportunities Trust II
Morgan Stanley Municipal Income Opportunities Trust III
Morgan Stanley Municipal Premium Income Trust
Morgan Stanley New York Quality Municipal Securities
Morgan Stanley Quality Municipal Income Trust
Morgan Stanley Quality Municipal Investment Trust
Morgan Stanley Quality Municipal Securities
The Latin American Discovery Fund, Inc.
The Malaysia Fund, Inc.
The Thai Fund, Inc.
The Turkish Investment Fund, Inc.

AMENDMENT
NO. 2 TO TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment No. 2 ("Amendment), effective as of June 1, 2010 (
"Effective Date"),  is to the Transfer Agency and Service Agreement
dated as of September 26, 2006 ("Agreement"), by and between certain
Morgan Stanley Closed End Funds as set forth in Appendix A of the
Agreement (collectively, "Customers" or individually, "Customer"),
and Computershare Inc. (f/k/a Computershare Shareholder Services,
Inc.), and its fully owned subsidiary Computershare Trust Company,
N.A. (collectively, "Transfer Agent").

WHEREAS, the Customers and Transfer Agent are
parties to the Agreement;

WHEREAS, the Customers and Transfer Agent now
desire to amend the Agreement;

NOW, THEREFORE, in consideration of the
premises and mutual agreements herein set forth, the parties hereby
agree as follows:

1. Amendment of Amended Appendix A.  Amended Appendix
A to the Agreement is hereby deleted in its entirety and
replaced with the new Amended Appendix A attached hereto.

2. Effect on Agreement.  Except as otherwise amended, all
other terms of the Agreement shall remain in full force and
effect.

3. Counterparts.  This Amendment may be executed in any
number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.  A signature to this Agreement transmitted
electronically shall have the same authority, effect, and
enforceability as an original signature.

IN WITNESS WHEREOF each of the parties hereto has caused this
Amendment to be executed by one of its officers thereunto duly
authorized, all as of the Effective Date.

Computershare Inc. and Computershare Trust Company, N.A.
On Behalf of Both Entities:
By: /s/ Dennis V. Moccia
Name: Dennis V. Moccia
Title: Manager, Contract Administration

Morgan Stanley Closed End Funds
set forth in Amended Appendix A
By: /s/ Frank Smith
Name: Frank Smith
Title: Treasurer, Morgan Stanley Closed-end Funds

Appendix A
As Amended April 29, 2010

Morgan Stanley Asia-Pacific Fund, Inc.
Morgan Stanley Eastern Europe Fund Inc.
Morgan Stanley Emerging Markets Fund
Morgan Stanley Emerging Markets Debt Fund
Morgan Stanley Global Opportunity Bond
Morgan Stanley Income Securities Inc.
Morgan Stanley India Investment Fund
The Latin American Discovery Fund Inc.
The Malaysia Fund Inc.
The Thai Fund Inc.
The Turkish Investment Fund Inc.
Morgan Stanley China A Share Fund
Morgan Stanley Emerging Markets Domestic Debt Fund
Morgan Stanley Frontier Emerging Market Fund

(revised:  4/29/2010)

17354857.1.BUSINESS