MORGAN STANLEY SERIES FUND
                                522 Fifth Avenue
                               New York, NY 10036

                                                              September 26, 2007

Morgan Stanley Investment Advisors Inc.
522 Fifth Avenue
New York, NY 10036

          Re: Morgan Stanley Diversified Large Cap Equity Fund
              Morgan Stanley Diversified International Equity Fund

Dear Sirs:

The Amended and Restated Investment Advisory Agreement made as of November 1,
2004 between you and various investment companies for which you act as
investment adviser (the "Agreement") provides that if at any time another such
investment company, such as the undersigned fund (the "Fund"), or a portfolio of
such investment company (a "Portfolio") desires to appoint you to serve as its
investment adviser under the Agreement, it shall notify you in writing, and
further provides that if you are willing to serve as the Fund's or Portfolio's
investment adviser under the Agreement, you shall notify the Fund in writing,
whereupon the Fund and/or Portfolio shall be added to Schedule A of the
Agreement and shall become subject to the Agreement.

This Fund hereby informs you that it desires to retain you as its investment
adviser for the Portfolios indicated above under the Agreement.

Your execution of this letter, where indicated, shall constitute notification to
us of your willingness to render investment advisory services in respect to the
Portfolios under the above-


                                       -1-



referenced Agreement, in consideration of the compensation set forth in Schedule
A of the Agreement and any schedules thereto.

                            Very truly yours,

                            Morgan Stanley Series Fund,
                            On behalf of
                            Morgan Stanley Diversified Large Cap Equity Fund
                            Morgan Stanley Diversified International Equity Fund


                                        By: /s/ Dennis F. Shea
                                            ------------------------------------
                                        Name: Dennis F. Shea
                                        Title: Vice President


ACCEPTED: Morgan Stanley Investment Advisors Inc.


By: /s/ Owen D. Thomas
    ---------------------------------
Name: Owen D. Thomas
Title: President and Chief Executive Officer


                                       -2-



                              AMENDED AND RESTATED
                          INVESTMENT ADVISORY AGREEMENT

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

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

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

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

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

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

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

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

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

                                   WITNESSETH

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


                                       -3-



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

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

     3. The Investment Adviser shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the performance
of its obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Investment Adviser shall be deemed to
include persons employed or otherwise retained by the Investment Adviser to
furnish statistical and other factual data, advice regarding economic factors
and trends, information with respect to technical and scientific developments,
and such other information, advice and assistance as the Investment Adviser may
desire.

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

     5. The Investment Adviser shall bear the cost of rendering the investment
advisory and supervisory services to be performed by it under this Agreement,
and shall, at its own expense, pay the compensation of the officers and
employees, if any, of the Funds who are also directors, officers or employees of
the Investment Adviser.

     6. Except as otherwise provided in the Administration Agreement, each Fund
assumes and shall pay or cause to be paid all other expenses of such Fund,
including without limitation: fees and expenses payable under the Administration
Agreement, the charges and expenses of any registrar, any custodian or
depository appointed by the Fund for the safekeeping of its cash, portfolio
securities and commodities and other property, and any stock transfer or
dividend agent or agents appointed by the


                                       -4-



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

     7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Adviser, each Fund shall pay to the
Investment Adviser monthly compensation determined by applying the annual rates
to the Fund's daily net assets (weekly net assets with respect to each
closed-end fund) as set forth in Schedule A, provided, however, that in no event
will the sum of the fee payable hereunder by each Fund to the Investment Adviser
hereunder and the fee payable by that Fund under the Administration Agreement,
as that agreement may be amended from time to time, exceed the fee payable by
the Fund under the Amended and Restated Investment Management Agreement. For the
purposes of calculating the advisory fee hereunder and the administrative fee
under the Administration Agreement for the closed-end funds referenced on Annex
2 the liquidation preference of any Preferred Shares issued by each of such
Funds will not be deducted from the Fund's total assets. Except as hereinafter
set forth, compensation under this Agreement shall be calculated and accrued
daily and the amounts of the daily accruals shall be paid monthly. Such
calculations shall be made by applying 1/365ths of the annual rates to each
Fund's net assets each day determined as of the close of business on that day or
the last previous business day.

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

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


                                       -5-



month shall be made as promptly as possible after completion of the computation
contemplated by paragraph 8 hereof.

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

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

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

     11. This Agreement shall continue in effect with respect to each Fund for a
period of up to one year from the effective date hereof (except with respect to
any Fund added to Schedule A of this Agreement after the date hereof, for an
initial period of two years from the date that such Fund is added) and
thereafter provided such continuance is approved at least annually by the vote
of holders of a majority (as defined in the Act) of the outstanding voting
securities of each Fund (if applicable, Common Shares and Preferred Shares
voting together as a single class) or by the Board of Trustees/Directors of such
Fund; provided that in either event such continuance is also approved annually
by the vote of a majority of the Trustees/Directors of such Fund who are not
parties to this Agreement or "interested persons" (as defined in the Act) of any
such party, which vote must be cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that (a) each Fund may,
at any time and without the payment of any penalty, terminate this Agreement
upon thirty days' written notice to the Investment Adviser, either by majority
vote of the Board of Trustees/Directors of such Fund or by the vote of a
majority of the outstanding voting securities of such Fund (if applicable,
Common Shares and Preferred Shares voting together as a single class); (b) this
Agreement shall immediately terminate in the event of


                                       -6-



its assignment (within the meaning of the Act) unless such automatic termination
shall be prevented by an exemptive order of the Securities and Exchange
Commission; and (c) the Investment Adviser may terminate this Agreement without
payment of penalty on thirty days' written notice to such Fund. Any notice under
this Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.

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

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

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

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

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


                                       -7-



or any corporate affiliate of the Investment Adviser's parent, may request to
effect the foregoing and to reconvey to the Investment Adviser's parent any and
all rights to such name.

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

                                        ON BEHALF OF EACH FUND AS SET
                                        FORTH IN SCHEDULE A


                                        By: /s/ Joseph C. Benedetti
                                            ------------------------------------
                                            Joseph C. Benedetti


Attest:


/s/ Daniel E. Burton
-------------------------------------


                                        MORGAN STANLEY INVESTMENT ADVISORS INC.


                                        By: /s/ Ronald E. Robison
                                            ------------------------------------
                                            Ronald E. Robison


Attest:


/s/ Rosemarie Costagliola
-------------------------------------


                                       -8-



                                                            Page 1 of Schedule A

                                                                      SCHEDULE A
                                                        As of September 26, 2007

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

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



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

Morgan Stanley California Tax- Free        05/31/97, as amended on     0.47% of the portion of the daily net assets not
Income Fund                                04/30/98                    exceeding $500 million; 0.445% of the portion of
                                                                       the daily net assets exceeding $500 million but
                                                                       not exceeding $750 million; 0.42% of the portion
                                                                       of the daily net assets exceeding $750 million
                                                                       but not exceeding $1 billion; and 0.395% of the
                                                                       portion of the daily net assets exceeding $1
                                                                       billion.

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

Morgan Stanley Mortgage Securities Trust   05/31/97, as amended on     0.47% of the portion of the daily net assets not
                                           04/30/98                    exceeding $1 billion; 0.445% of the portion of
                                                                       the daily net assets exceeding $1 billion but not
                                                                       exceeding $1.5 billion; 0.42% of the portion of
                                                                       the daily net assets exceeding $1.5 billion but
                                                                       not exceeding $2 billion; 0.395% of the portion
                                                                       of the daily net assets exceeding $2 billion but
                                                                       not exceeding $2.5 billion; 0.37% of the portion
                                                                       of the daily net assets exceeding $2.5 billion
                                                                       but not exceeding $5 billion; 0.345% of the
                                                                       portion of the daily net assets exceeding $5
                                                                       billion but not exceeding $7.5 billion; 0.32% of
                                                                       the portion of the daily net assets exceeding
                                                                       $7.5 billion but not exceeding $10 billion;
                                                                       0.295% of the portion of the daily net assets
                                                                       exceeding $10 billion but not exceeding $12.5
                                                                       billion; and 0.27% of the portion of the daily
                                                                       net assets exceeding $12.5 billion.

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




                                                            Page 2 of Schedule A



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

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

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

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

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

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

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

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

- Flexible Income Portfolio

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



                                        2



                                                            Page 3 of Schedule A



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

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

Morgan Stanley Variable Investment
Series--

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

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

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



                                        3



                                                            Page 4 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

Morgan Stanley Allocator Fund              12/12/02                    0.67% of the daily net assets.

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

Morgan Stanley Balanced Fund               05/31/97, as amended on     0.52% of the portion of the daily net assets not
                                           04/30/98, 05/01/99          exceeding $500 million; and 0.495% of the portion
                                                                       of the daily net assets exceeding $500 million.

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

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

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

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



                                        4



                                                            Page 5 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

Morgan Stanley European Equity Fund Inc.   05/31/97, as amended on     0.87% of the portion of the daily net assets not
                                           04/30/98, 12/01/98,         exceeding $500 million; 0.82% of the portion of
(Maryland corporation)                     05/01/00                    the daily net assets exceeding $500 million but
                                                                       not exceeding $2 billion; 0.77% of the portion of
                                                                       the daily net assets exceeding $2 billion but not
                                                                       exceeding $3 billion; and 0.745% of the portion
                                                                       of the daily net assets exceeding $3 billion.

Morgan Stanley Financial Services Trust    05/31/97, as amended on     0.67% of the portion of the daily net assets not
                                           04/30/98, 05/01/99,         exceeding $500 million; 0.645% of the portion of
                                           05/01/01                    the daily net assets exceeding $500 million but
                                                                       not exceeding $1.0 billion; and 0.62% of the
                                                                       portion of the daily net assets exceeding $1.0
                                                                       billion.

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

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

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

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

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

Morgan Stanley  Institutional  Strategies  4/25/06                     None.
Fund

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

Morgan Stanley International SmallCap      05/31/97, as amended on     0.95% of the portion of the daily net assets not
Fund                                       12/01/97, 04/30/98          exceeding $1.5 billion; and 0.90% of the portion
                                                                       of the daily net assets exceeding $1.5 billion.



                                        5



                                                            Page 6 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

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

Morgan Stanley Japan Fund                  05/31/97, as amended on     0.87% of the daily net assets.
                                           04/30/98, 10/01/98

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

Morgan Stanley Multi-Asset Class Fund      07/28/97, as amended on     None
                                           04/30/98

Morgan Stanley Nasdaq-100 Index Fund       05/17/01, as amended on     0.12% of the daily net assets.
                                           05/01/04

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

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

Morgan Stanley Pacific Growth Fund Inc.    05/31/97, as amended on     0.87% of the portion of the daily net assets not
                                           04/30/98, 11/01/98          exceeding $1 billion; 0.82% of the portion of the
(Maryland corporation)                                                 daily net assets exceeding $1 billion but not
                                                                       exceeding $2 billion; and 0.77% of the portion of
                                                                       the daily net assets exceeding $2 billion.

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

Morgan Stanley Select Dimensions
Investment Series-

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



                                        6



                                                            Page 7 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

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

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

- Developing Growth Portfolio              05/31/97, as amended on     0.42% of the portion of the daily net assets not
                                           03/02/98, 05/01/98,         exceeding $500 million; and 0.395% of the portion
                                           05/01/00                    of the daily net assets exceeding $500 million.

- Dividend Growth Portfolio                05/31/97, as amended on     0.545% of the portion of the daily net assets not
                                           03/02/98, 05/01/98,         exceeding $250 million; 0.42% of the portion of
                                           05/01/00                    the daily net assets exceeding $250 million but
                                                                       not exceeding $1 billion; 0.395% of the portion
                                                                       of the daily net assets exceeding $1 billion but
                                                                       not exceeding $2 billion; and 0.37% of the
                                                                       portion of the daily net assets exceeding $2
                                                                       billion.

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

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

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

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



                                        7



                                                            Page 8 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

Morgan Stanley Series Fund

-Morgan Stanley Diversified Large Cap      September 26, 2007          0.35% of the portion of the daily net assets not
Equity Fund                                                            exceeding $500 million; 0.30% of the portion of
                                                                       the daily net assets exceeding $500 million but
                                                                       not exceeding $1.5 billion; and 0.25% of the
                                                                       portion of the daily net assets exceeding $1.5
                                                                       billion.

-Morgan Stanley Diversified                September 26, 2007          0.55% of the portion of the daily net assets not
International Equity Fund                                              exceeding $500 million; 0.50% of the portion of
                                                                       the daily net assets exceeding $500 million but
                                                                       not exceeding $1.5 billion; and 0.45% of the
                                                                       portion of the daily net assets exceeding $1.5
                                                                       billion.


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

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

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

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

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

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



                                        8



                                                            Page 9 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

Morgan Stanley Total Market Index Fund     07/21/99, as amended on     0.12% of the portion of the daily net assets not
                                           05/01/04,                   exceeding $2 billion; and 0.10% of the portion of
                                                                       the daily net assets exceeding $2 billion.

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

Morgan Stanley Utilities Fund              05/31/97, as amended on     0.57% of the portion of the daily net assets not
                                           04/30/98                    exceeding $500 million; 0.47% of the portion of
                                                                       the daily net assets exceeding $500 million but
                                                                       not exceeding $1 billion; 0.445% of the portion
                                                                       of the daily net assets exceeding $1 billion but
                                                                       not exceeding $1.5 billion; 0.42% of the portion
                                                                       of the daily net assets exceeding $1.5 billion
                                                                       but not exceeding $2.5 billion; 0.395% of the
                                                                       portion of the daily net assets exceeding $2.5
                                                                       billion but not exceeding $3.5 billion; 0.37% of
                                                                       the portion of the daily net assets exceeding
                                                                       $3.5 billion but not exceeding $5 billion; and
                                                                       0.345% of the portion of the daily net assets
                                                                       exceeding $5 billion.

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

Morgan Stanley Variable Investment
Series-

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



                                        9



                                                           Page 10 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

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

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

- European Equity Portfolio                05/31/97, as amended on     0.87% of the portion of daily net assets not
                                           05/01/98, 05/01/99,         exceeding $500 million; 0.82% of the portion of
                                           05/01/00                    daily net assets exceeding $500 million but not
                                                                       exceeding $2 billion; 0.77% of the portion of the
                                                                       daily net assets exceeding $2 billion but not
                                                                       exceeding $3 billion; and 0.745% of the portion
                                                                       of the daily net assets exceeding $3 billion.

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

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

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



                                       10



                                                           Page 11 of Schedule A



                                           EFFECTIVE DATE OF
                                           AGREEMENT AND
EQUITY, BALANCED AND ASSET                 ANY AMENDMENTS ENTERED
ALLOCATION FUNDS                           INTO PRIOR TO MAY 1, 2004   INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------

- S&P 500 Index Portfolio                  05/31/97, as amended on     0.12% of the portion of the daily net assets not
                                           05/01/98, 05/01/99,         exceeding $2 billion; and 0.10% of the portion of
                                           05/01/00, 05/01/04          the daily net assets exceeding $2 billion.

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

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

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



                                       11



                                                           Page 12 of Schedule A



MONEY MARKET FUNDS
-------------------------------------------------------------------------------------------------------------------------

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

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

Active Assets Institutional Government     03/08/02                    0.10% of the daily net assets.
Securities Trust

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

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

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



                                       12



                                                           Page 13 of Schedule A



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

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

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



                                       13



                                                           Page 14 of Schedule A



Morgan Stanley Liquid Asset Fund Inc.      05/31/97, as amended on     0.45% of the portion of the daily net assets not
(Maryland Corporation)                     04/30/98, 05/01/01,         exceeding $250 million; 0.375% of the portion of
                                           05/01/02                    the daily net assets exceeding $250 million but
                                                                       not exceeding $750 million; 0.325% of the portion
                                                                       of the daily net assets exceeding $750 million
                                                                       but not exceeding $1.25 billion; 0.30% of the
                                                                       portion of the daily net assets exceeding $1.25
                                                                       billion but not exceeding $1.5 billion; 0.275% of
                                                                       the portion of the daily net assets exceeding
                                                                       $1.5 billion but not exceeding $1.75 billion;
                                                                       0.25% of the portion of the daily net assets
                                                                       exceeding $1.75 billion but not exceeding $2.25
                                                                       billion; 0.225% of the portion of the daily net
                                                                       assets exceeding $2.25 billion but not exceeding
                                                                       $2.75 billion; 0.20% of the portion of the daily
                                                                       net assets exceeding $2.75 billion but not
                                                                       exceeding $15 billion; 0.199% of the portion of
                                                                       the daily net assets exceeding $15 billion but
                                                                       not exceeding $17.5 billion; 0.198% of the
                                                                       portion of the daily net assets exceeding $17.5
                                                                       billion but not exceeding $25 billion; 0.197% of
                                                                       the portion of the daily net assets exceeding $25
                                                                       billion but not exceeding $30 billion; and 0.196%
                                                                       of the portion of the daily net assets exceeding
                                                                       $30 billion.

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

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



                                       14



                                                           Page 15 of Schedule A



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

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

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



                                       15



                                                           Page 16 of Schedule A

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



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



                                       16



                                                               Page 1 of Annex 1

                                     ANNEX 1

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

Morgan Stanley Allocator Fund

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Fundamental Value Fund

Morgan Stanley International Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley Mid-Cap Value Fund

Morgan Stanley Nasdaq-100 Index Fund

Morgan Stanley Select Dimensions Investment Series

Morgan Stanley Small-Mid Special Value Fund

Morgan Stanley Special Growth Fund



                                                               Page 1 of Annex 2

                                     ANNEX 2

LIST OF CLOSED-END FUNDS FOR WHICH THE LIQUIDATION PREFERENCE OF ANY PREFERRED
SHARES ISSUED BY SUCH FUND WILL NOT BE DEDUCTED FROM THE FUND'S TOTAL ASSETS FOR
PURPOSES OF CALCULATING THE ADVISORY FEE UNDER THIS AGREEMENT AND ADMINISTRATIVE
FEE UNDER THE ADMINISTRATION AGREEMENT:

Morgan Stanley California Insured Municipal Income Trust

Morgan Stanley California Quality Municipal Securities

Morgan Stanley Insured Municipal Bond Trust

Morgan Stanley Insured Municipal Income Trust

Morgan Stanley Insured Municipal Trust

Morgan Stanley New York Quality Municipal Securities

Morgan Stanley Quality Municipal Income Trust

Morgan Stanley Quality Municipal Investment Trust

Morgan Stanley Quality Municipal Securities



                                                            Page 2 of Schedule A

                                     ANNEX 3

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

Active Assets California Tax-Free Trust

Active Assets Government Securities Trust

Active Assets Money Trust

Active Assets Tax-Free Trust

Morgan Stanley Focus Growth Fund

Morgan Stanley Balanced Fund

Morgan Stanley California Tax-Free Daily Income Trust

Morgan Stanley California Tax-Free Income Fund

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Convertible Securities Trust

Morgan Stanley Developing Growth Securities Trust

Morgan Stanley Dividend Growth Securities Inc.

Morgan Stanley Equally-Weighted S&P 500 Fund

Morgan Stanley European Equity Fund Inc.

Morgan Stanley Mortgage Securities Trust

Morgan Stanley Global Dividend Growth Securities

Morgan Stanley Health Sciences Trust

Morgan Stanley High Yield Securities Inc.

Morgan Stanley Income Securities Inc.

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


                                        2



                                                            Page 3 of Schedule A

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

Morgan Stanley International SmallCap Fund

Morgan Stanley Japan Fund

Morgan Stanley Limited Duration Fund

Morgan Stanley Limited Duration U.S. Government Trust

Morgan Stanley Limited Term Municipal Trust

Morgan Stanley Liquid Asset Fund Inc.

Morgan Stanley Natural Resource Development Securities Inc.

Morgan Stanley New York Municipal Money Market Trust

Morgan Stanley Pacific Growth Fund Inc.

Morgan Stanley Select Dimensions Investment Series:

     Balanced Portfolio, Developing Growth Portfolio, Dividend Growth Portfolio,
     Equally-Weighted S&P 500 Portfolio, Flexible Income Portfolio, Focus Growth
     Portfolio, Global Equity Portfolio, Growth Portfolio, Money Market
     Portfolio and Utilities Portfolio:

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

Morgan Stanley Special Growth Fund

Morgan Stanley Special Value Fund

Morgan Stanley Strategist Fund

Morgan Stanley Tax-Exempt Securities Trust

Morgan Stanley Tax-Free Daily Income Trust

Morgan Stanley Technology Fund

Morgan Stanley U.S. Government Securities Trust

Morgan Stanley Utilities Fund


                                        3



                                                            Page 4 of Schedule A

Morgan Stanley Variable Investment Series:

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

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

     European Equity Portfolio or Global Dividend Growth Portfolio:

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


                                        4