MORGAN STANLEY HIGH YIELD SECURITIES INC.

                              ARTICLES OF AMENDMENT

     MORGAN STANLEY HIGH YIELD SECURITIES INC., a Maryland corporation (the
"Corporation"), does hereby certify to the State Department of Assessments and
Taxation of Maryland (the "Department") that:

     FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.

     SECOND: The Corporation desires to, and does hereby, amend its Articles of
Amendment and Restatement, as amended and supplemented and as currently in
effect (the "Charter") pursuant to Section 2-309(e) of the Maryland General
Corporation Law (the "MGCL") to effect a reverse stock split of the issued and
outstanding shares of the Class A Common Stock, the Class B Common Stock, the
Class C Common Stock and the Class I Common Stock, each a separate class of
Common Stock of the Corporation such that:

     (i) every ten (10) shares of Class A Common Stock of the Corporation, par
value $0.01 per share, which are issued and outstanding immediately prior to the
time at which these Articles of Amendment become effective (the "Effective
Time") shall, at the Effective Time, be combined and changed into one (1) issued
and outstanding share of Class A Common Stock of the Corporation, par value
$0.10 per share;

     (ii) every ten (10) shares of Class B Common Stock of the Corporation, par
value $0.01 per share, which are issued and outstanding immediately prior to the
Effective Time shall, at the Effective Time, be combined and changed into one
(1) issued and outstanding share of Class B Common Stock of the Corporation, par
value $0.10 per share;

     (iii) every ten (10) shares of Class C Common Stock of the Corporation, par
value $0.01 per share, which are issued and outstanding immediately prior to the
Effective Time shall, at the Effective Time, be combined and changed into one
(1) issued and outstanding share of Class C Common Stock of the Corporation, par
value $0.10 per share;

     (iv) every ten (10) shares of Class I Common Stock of the Corporation, par
value $0.01 per share, which are issued and outstanding immediately prior to the
Effective Time shall, at the Effective Time, be combined and changed into one
(1) issued and outstanding share of Class I Common Stock of the Corporation, par
value $0.10 per share;

     (v) fractional shares of Class A Common Stock of the Corporation, par value
$0.10 per share, Class B Common Stock of the Corporation, par value $0.10 per
share, Class C Common Stock of the Corporation, par value $0.10 per share, and
Class I Common Stock of the Corporation, par value $0.10 per share, resulting
from such combination and change (involving less than ten (10) shares of such
class of Common Stock) will be and remain issued and outstanding following the
Effective Time;

     (vi) shares of Class A Common Stock of the Corporation, Class B Common
Stock of the Corporation, Class C Common Stock of the Corporation and Class I
Common Stock of the Corporation representing the difference between the number
of shares of such class of Common Stock issued and outstanding immediately prior
to the Effective Time and the number of shares of such class of Common Stock
issued and outstanding immediately following the Effective Time, shall be and
become authorized and unissued shares of such class of Common Stock having a
par value of $0.10 per share; and

     (vii) immediately upon the Effective Time, each certificate representing
shares of Class A Common Stock of the Corporation, Class B Common Stock of the
Corporation, Class C Common Stock of the Corporation and Class I Common Stock of
the Corporation will continue to be valid but will be deemed for all corporate
purposes after the Effective Time, until such certificate is surrendered in
accordance with procedures established by the Corporation, to evidence ownership
of the appropriately reduced number of shares of such class of Common Stock of
the Corporation and upon proper surrender of such certificates, new certificates
representing the appropriate number of shares (including fractional shares) of
such class of Common Stock after the combination and change described above will
be issued by the Corporation.

     THIRD: The Corporation desires to and does hereby further amend its Charter
pursuant to Section 2-605 of the MGCL to change the par value of each authorized
share of Class A Common Stock of the Corporation, Class B Common Stock of the
Corporation, Class C Common Stock of the Corporation and Class I Common Stock of
the Corporation from $0.01 per share to $0.10 per share, effective as of the
Effective Time.

     FOURTH: As of immediately before the reverse stock split described in
Article SECOND and the change in the par value per share of the authorized
shares of Class A Common Stock of the Corporation, Class B Common Stock of the
Corporation, Class C Common Stock of the Corporation and Class I Common Stock of
the Corporation described in Article THIRD, the total number of shares of stock
of all classes that the Corporation had authority to issue was two billion
(2,000,000,000) shares of Common Stock, having an aggregate par value of twenty
million dollars ($20,000,000) and designated and classified in the following
classes:

                  NUMBER OF SHARES OF
                COMMON STOCK CLASSIFIED
NAME OF CLASS        AND ALLOCATED
-------------   -----------------------
Class A           500,000,000 shares
Class B           500,000,000 shares
Class C           500,000,000 shares
Class I           500,000,000 shares
TOTAL           2,000,000,000 SHARES

     FIFTH: As of the Effective Time, after giving effect to the reverse stock
split described in Article SECOND and the change in the par value per share of
the authorized shares of Class A Common Stock of the Corporation, Class B Common
Stock of the Corporation, Class C Common Stock of the Corporation and Class I
Common Stock of the Corporation described in Article THIRD, the total number of
shares of stock of all classes that the Corporation has


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authority to issue will continue to be two billion (2,000,000,000) shares of
Common Stock designated and classified in the classes described in Article
FOURTH but by virtue of the change in the par value per share of the shares of
the Class A Common Stock of the Corporation, the Class B Common Stock of the
Corporation, the Class C Common Stock of the Corporation and the Class I Common
Stock of the Corporation from $0.01 per share to $0.10 per share, the aggregate
par value of the total number of shares of stock of all classes that the
Corporation has authority to issue will be two hundred million dollars
($200,000,000).

     SIXTH: The foregoing amendments to the Charter as set forth in these
Articles of Amendment are for the purpose of effecting a reverse stock split
that results in a combination of issued and outstanding shares of the Class A
Common Stock of the Corporation, the Class B Common Stock of the Corporation,
the Class C Common Stock of the Corporation and the Class I Common Stock of the
Corporation and a change in the par value of the authorized shares of such
classes of Common Stock, as expressly authorized in Sections 2-309(e) and 2-605
of the MGCL, respectively, to be made without action by the stockholders, and
were approved by a majority of the entire Board of Directors of the Corporation,
without action by the stockholders.

     SEVENTH: The foregoing amendments to the Charter as set forth in these
Articles of Amendment do not increase the authorized stock of the Corporation.

     EIGHTH: These Articles of Amendment shall be effective upon, and the
Effective Time shall be, the later of June 19, 2009 or the time that the
Department accepts these Articles of Amendment for record.

                            [SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf by its President and attested to on
its behalf by its Secretary on this 17th day of June, 2009.

                                        MORGAN STANLEY HIGH YIELD
                                        SECURITIES INC.


                                        By: /s/ Randy Takian
                                            ------------------------------------
                                            Randy Takian
                                            President

ATTEST:


/s/ Mary E. Mullin
------------------------------------
Mary E. Mullin
Secretary

     THE UNDERSIGNED, President of MORGAN STANLEY HIGH YIELD SECURITIES INC.,
who executed on behalf of the Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of the Corporation, the foregoing Articles of Amendment to be the
corporate act of the Corporation and, as to all matters or facts required to be
verified under oath, the undersigned President acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.


                                        /s/ Randy Takian
                                        ----------------------------------------
                                        Randy Takian
                                        President