EX-99.8(B) 4 a2087859zex-99_8b.txt EXHIBIT 99.8(B) SERVICES AGREEMENT AGREEMENT made as of the 17th day of April, 1995, and amended as of June 22, 1998, by and between Morgan Stanley Dean Witter Advisors Inc., a Delaware corporation (herein referred to as "MSDW Advisors"), and Morgan Stanley Dean Witter Services Company Inc., a Delaware corporation (herein referred to as "MSDW Services"). WHEREAS, MSDW Advisors has entered into separate agreements (each such agreement being herein referred to as an "Investment Management Agreement") with certain investment companies as set forth on Schedule A (each such investment company being herein referred to as a "Fund" and, collectively, as the "Funds") pursuant to which MSDW Advisors is to perform, or supervise the performance of, among other services, administrative services for the Funds (and, in the case of Funds with multiple portfolios, the Series or Portfolios of the Funds (such Series and Portfolio being herein individually referred to as "a Series" and, collectively, as "the Series")); WHEREAS, MSDW Advisors desires to retain MSDW Services to perform the administrative services as described below; and WHEREAS, MSDW Services desires to be retained by MSDW Advisors to perform such administrative services: Now, therefore, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows: 1. MSDW Services agrees to provide administrative services to each Fund as hereinafter set forth. Without limiting the generality of the foregoing, MSDW Services shall (i) administer the Fund's business affairs and supervise the overall day-to-day operations of the Fund (other than rendering investment advice); (ii) provide the Fund with full administrative services, including the maintenance of certain books and records, such as journals, ledger accounts and other records required under the Investment Company Act of 1940, as amended (the "Act"), the notification to the Fund and MSDW Advisors of available funds for investment, the reconciliation of account information and balances among the Fund's custodian, transfer agent and dividend disbursing agent and MSDW Advisors, and the calculation of the net asset value of the Fund's shares; (iii) provide the Fund with the services of persons competent to perform such supervisory, administrative and clerical functions as are necessary to provide effective operation of the Fund; (iv) oversee the performance of administrative and professional services rendered to the Fund by others, including its custodian, transfer agent and dividend disbursing agent, as well as accounting, auditing and other services; (v) provide the Fund with adequate general office space and facilities; (vi) assist in the preparation and the printing of the periodic updating of the Fund's registration statement and prospectus (and, in the case of an open-end Fund, the statement of additional information), tax returns, proxy statements, and reports to its shareholders and the Securities and Exchange Commission; and (vii) monitor the compliance of the Fund's investment policies and restrictions. In the event that MSDW Advisors enters into an Investment Management Agreement with another investment company, and wishes to retain MSDW Services to perform administrative services hereunder, it shall notify MSDW Services in writing. If MSDW Services is willing to render such services, it shall notify MSDW Advisors in writing, whereupon such other Fund shall become a Fund as defined herein. 2. MSDW Services 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 MSDW Services shall be deemed to include officers of MSDW Services and persons employed or otherwise retained by MSDW Services (including officers and employees of MSDW Advisors, with the consent of MSDW Advisors) to furnish services, statistical and other factual data, information with respect to technical and scientific developments, and such other information, advice and assistance as MSDW Services may desire. MSDW Services shall maintain each Fund's records and books of account 1 (other than those maintained by the Fund's transfer agent, registrar, custodian and other agencies). All such books and records so maintained shall be the property of the Fund and, upon request therefor, MSDW Services shall surrender to MSDW Advisors or to the Fund such of the books and records so requested. 3. MSDW Advisors will, from time to time, furnish or otherwise make available to MSDW Services such financial reports, proxy statements and other information relating to the business and affairs of the Fund as MSDW Services may reasonably require in order to discharge its duties and obligations to the Fund under this Agreement or to comply with any applicable law and regulation or request of the Board of Directors/Trustees of the Fund. 4. For the services to be rendered, the facilities furnished, and the expenses assumed by MSDW Services, MSDW Advisors shall pay to MSDW Services monthly compensation calculated daily (in the case of an open-end Fund) or weekly (in the case of a closed-end Fund) by applying the annual rate or rates set forth on Schedule B to the net assets of each Fund. Except as hereinafter set forth, (i) in the case of an open-end Fund, compensation under this Agreement shall be calculated by applying 1/365th of the annual rate or rates to the Fund's or the Series' daily net assets determined as of the close of business on that day or the last previous business day and (ii) in the case of a closed-end Fund, compensation under this Agreement shall be calculated by applying the annual rate or rates to the Fund's average weekly net assets determined as of the close of the last business day of each week. 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 on Schedule B. Subject to the provisions of paragraph 5 hereof, payment of MSDW Services' compensation for the preceding month shall be made as promptly as possible after completion of the computations contemplated by paragraph 5 hereof. 5. In the event the operating expenses of any open-end Fund and/or any Series thereof, or of InterCapital Income Securities Inc., including amounts payable to MSDW Advisors pursuant to the Investment Management Agreement, for any fiscal year ending on a date on which this Agreement is in effect, exceed the expense limitations applicable to the Fund and/or any Series thereof imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, or, in the case of InterCapital Income Securities Inc. or Morgan Stanley Dean Witter Variable Investment Series or any Series thereof, the expense limitation specified in the Fund's Investment Management Agreement, the fee payable hereunder shall be reduced on a pro rata basis in the same proportion as the fee payable by the Fund under the Investment Management Agreement is reduced. 6. MSDW Services shall bear the cost of rendering the administrative 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 Fund employed by MSDW Services, and such clerical help and bookkeeping services as MSDW Services shall reasonably require in performing its duties hereunder. 7. MSDW Services will use its best efforts in the performance of administrative activitives on behalf of each Fund, but in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, MSDW Services shall not be liable to the Fund or any of its investors for any error of judgment or mistake of law or for any act or omission by MSDW Services or for any losses sustained by the Fund or its investors. It is understood that, subject to the terms and conditions of the Investment Management Agreement between each Fund and MSDW Advisors, MSDW Advisors shall retain ultimate responsibility for all services to be performed hereunder by MSDW Services. MSDW Services shall indemnify MSDW Advisors and hold it harmless from any liability that MSDW Advisors may incur arising out of any act or failure to act by MSDW Services in carrying out its responsibilities hereunder. 8. It is understood that any of the shareholders, Directors/Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, MSDW Services, and in any person controlling, controlled by or under common control with MSDW Services, and that MSDW Services and any person controlling, controlled by or under common control with MSDW 2 Services may have an interest in the Fund. It is also understood that MSDW Services and any affiliated persons thereof or any persons controlling, controlled by or under common control with MSDW Services have and may have advisory, management, administration service or other contracts with other organizations and persons, and may have other interests and businesses, and further may purchase, sell or trade any securities or commodities for their own accounts or for the account of others for whom they may be acting. 9. This Agreement shall continue until April 30, 1999, and thereafter shall continue automatically for successive periods of one year unless terminated by either party by written notice delivered to the other party within 30 days of the expiration of the then-existing period. Notwithstanding the foregoing, this Agreement may be terminated at any time, by either party on 30 days' written notice delivered to the other party. In the event that the Investment Management Agreement between any Fund and MSDW Advisors is terminated, this Agreement will automatically terminate with respect to such Fund. 10. This Agreement may be amended or modified by the parties in any manner by written agreement executed by each of the parties hereto. 11. This Agreement may be assigned by either party with the written consent of the other party. 12. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, as amended, on June 22, 1998 in New York, New York. MORGAN STANLEY DEAN WITTER ADVISORS INC. By: /s/ BARRY FINK -------------------------------------------- Barry Fink Attest: /s/ TODD LEBO ----------------------------- Todd Lebo MORGAN STANLEY DEAN WITTER SERVICES COMPANY INC. By: /s/ ROBERT M. SCANLAN -------------------------------------------- Robert M. Scanlan Attest: /s/ FRANK BRUTTOMESSO ----------------------------- Frank Bruttomesso 3 SCHEDULE A MORGAN STANLEY FUNDS AS AMENDED AS OF MAY 13, 2002 OPEN-END FUNDS 1. Active Assets California Tax-Free Trust 2. Active Assets Government Securities Trust 3. Active Assets Institutional Government Securities Trust 4. Active Assets Institutional Money Trust 5. Active Assets Money Trust 6. Active Assets Tax-Free Trust 7. Morgan Stanley 21st Century Trend Fund 8. Morgan Stanley Aggressive Equity Fund 9. Morgan Stanley All Star Growth Fund 10. Morgan Stanley American Opportunities Fund 11. Morgan Stanley Balanced Growth Fund 12. Morgan Stanley Balanced Income Fund 13. Morgan Stanley Biotechnology Fund 14. Morgan Stanley California Tax-Free Daily Income Trust 15. Morgan Stanley California Tax-Free Income Fund 16. Morgan Stanley Capital Growth Securities 17. Morgan Stanley Capital Opportunities Trust 18. Morgan Stanley Competitive Edge Fund, "BEST IDEAS" Portfolio 19. Morgan Stanley Convertible Securities Trust 20. Morgan Stanley Developing Growth Securities Trust 21. Morgan Stanley Diversified Income Trust 22. Morgan Stanley Dividend Growth Securities Inc. 23. Morgan Stanley Equity Fund 24. Morgan Stanley European Growth Fund Inc. 25. Morgan Stanley Federal Securities Trust 26. Morgan Stanley Financial Services Trust 27. Morgan Stanley Fund of Funds (i) Domestic Portfolio (ii) International Portfolio 28. Morgan Stanley Global Dividend Growth Securities 29. Morgan Stanley Global Utilities Fund 30. Morgan Stanley Growth Fund 31. Morgan Stanley Hawaii Municipal Trust 32. Morgan Stanley Health Sciences Trust 33. Morgan Stanley High Yield Securities Inc. 34. Morgan Stanley Income Builder Fund 35. Morgan Stanley Information Fund 36. Morgan Stanley Intermediate Income Securities 37. Morgan Stanley International Fund 38. Morgan Stanley International SmallCap Fund 39. Morgan Stanley International Value Equity Fund 40. Morgan Stanley Japan Fund 41. Morgan Stanley KLD Social Index Fund 42. Morgan Stanley Latin American Growth Fund 43. Morgan Stanley Limited Duration Fund 44. Morgan Stanley Limited Term Municipal Trust 45. Morgan Stanley Liquid Asset Fund Inc. 46. Morgan Stanley Market Leader Trust 47. Morgan Stanley Mid-Cap Value Fund 48. Morgan Stanley Multi-State Municipal Series Trust 49. Morgan Stanley Nasdaq-100 Index Fund 50. Morgan Stanley Natural Resource Development Securities Inc. 51. Morgan Stanley New Discoveries Fund
A-1 52. Morgan Stanley New York Municipal Money Market Trust 53. Morgan Stanley New York Tax-Free Income Fund 54. Morgan Stanley Next Generation Trust 55. Morgan Stanley North American Government Income Trust 56. Morgan Stanley Pacific Growth Fund Inc. 57. Morgan Stanley Real Estate Fund 58. Morgan Stanley Select Dimensions Investment Series (i) American Opportunities Portfolio (ii) Balanced Growth Portfolio (iii) Capital Opportunities Portfolio (iv) Developing Growth Portfolio (v) Diversified Income Portfolio (vi) Dividend Growth Portfolio (vii) Emerging Markets Portfolio (viii) Global Equity Portfolio (ix) Growth Portfolio (x) Money Market Portfolio (xi) North American Government Securities Portfolio (xii) Utilities Portfolio (xiii) Value-Added Market Portfolio 59. Morgan Stanley Select Municipal Reinvestment Fund 60. Morgan Stanley Short-Term U.S. Treasury Trust 61. Morgan Stanley Small Cap Growth Fund 62. Morgan Stanley Small-Mid Special Value Fund 63. Morgan Stanley Special Value Fund 64. Morgan Stanley Strategist Fund 65. Morgan Stanley S&P 500 Index Fund 66. Morgan Stanley S&P 500 Select Fund 67. Morgan Stanley Tax-Exempt Securities Trust 68. Morgan Stanley Tax-Free Daily Income Trust 69. Morgan Stanley Tax-Managed Growth Fund 70. Morgan Stanley Technology Fund 71. Morgan Stanley Total Market Index Fund 72. Morgan Stanley Total Return Bond Fund 73. Morgan Stanley Total Return Trust 74. Morgan Stanley U.S. Government Money Market Trust 75. Morgan Stanley U.S. Government Securities Trust 76. Morgan Stanley Utilities Fund 77. Morgan Stanley Value Fund 78. Morgan Stanley Value-Added Market Series 79. Morgan Stanley Variable Investment Series (i) Aggressive Equity Portfolio (ii) Capital Growth Portfolio (iii) Competitive Edge "Best Ideas" Portfolio (iv) Dividend Growth Portfolio (v) Equity Portfolio (vi) European Growth Portfolio (vii) Global Dividend Growth Portfolio (viii) High Yield Portfolio (ix) Income Builder Portfolio (x) Information Portfolio (xi) Limited Duration Portfolio (xii) Money Market Portfolio (xiii) Pacific Growth Portfolio (xiv) Quality Income Plus Portfolio (xv) S&P 500 Index Portfolio (xvi) Strategist Portfolio (xvii) Utilities Portfolio
A-2 CLOSED-END FUNDS 80. Morgan Stanley High Income Advantage Trust 81. Morgan Stanley High Income Advantage Trust II 82. Morgan Stanley High Income Advantage Trust III 83. Morgan Stanley Income Securities Inc. 84. Morgan Stanley Government Income Trust 85. Morgan Stanley Insured Municipal Bond Trust 86. Morgan Stanley Insured Municipal Trust 87. Morgan Stanley Insured Municipal Income Trust 88. Morgan Stanley California Insured Municipal Income Trust 89. Morgan Stanley Insured Municipal Securities 90. Morgan Stanley Insured California Municipal Securities 91. Morgan Stanley Quality Municipal Investment Trust 92. Morgan Stanley Quality Municipal Income Trust 93. Morgan Stanley Quality Municipal Securities 94. Morgan Stanley California Quality Municipal Securities 95. Morgan Stanley New York Quality Municipal Securities
A-3 SCHEDULE B MORGAN STANLEY SERVICES COMPANY INC. SCHEDULE OF ADMINISTRATIVE FEES AS AMENDED AS OF MAY 13, 2002 Monthly compensation calculated daily by applying the following annual rates to a fund's daily net assets: FIXED INCOME FUNDS Morgan Stanley Balanced Income Fund 0.060% of the portion of the daily net assets not exceeding $500 million; and 0.0575% of the portion of the daily net assets exceeding $500 million. Morgan Stanley California Tax-Free 0.055% of the portion of the daily net assets not Income Fund exceeding $500 million; 0.0525% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.050% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.0475% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.25 billion; and 0.045% of the portion of the daily net assets exceeding $1.25 billion. Morgan Stanley Convertible 0.060% of the portion of the daily net assets not Securities Trust exceeding $750 million; 0.055% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.050% of the portion of the daily net assets of the exceeding $1 billion but not exceeding $1.5 billion; 0.0475% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.045% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.0425% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley Diversified Income 0.040% of the daily net assets. Trust Morgan Stanley Federal Securities 0.055% of the portion of the daily net assets not Trust exceeding $1 billion; 0.0525% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.050% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.0475% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.045% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $5 billion; 0.0425% of the portion of the daily net assets exceeding $5 billion but not exceeding $7.5 billion; 0.040% of the portion of the daily net assets exceeding $7.5 billion but not exceeding $10 billion; 0.0375% of the portion of the daily net assets exceeding $10 billion but not exceeding $12.5 billion; and 0.035% of the portion of the daily net assets exceeding $12.5 billion. Morgan Stanley 0.035% of the daily net assets. Hawaii Municipal Trust
B-1 Morgan Stanley 0.050% of the portion of the daily net assets not High Yield Securities Inc. exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; 0.0325% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.030% of the portion of daily net assets exceeding $3 billion. Morgan Stanley Intermediate Income 0.060% of the portion of the daily net assets not Securities exceeding $500 million; 0.050% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.040% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; and 0.030% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley 0.070% of the daily net assets. Limited Duration Fund Morgan Stanley Limited Term 0.050% of the daily net assets. Municipal Trust Morgan Stanley 0.035% of the daily net assets. Multi-State Municipal Series Trust (4 Series) Morgan Stanley 0.055% of the portion of the daily net assets not New York Tax-Free Income Fund exceeding $500 million; and 0.0525% of the portion of the daily net assets exceeding $500 million. Morgan Stanley 0.039% of the portion of the daily net assets not North American Government exceeding $3 billion; and 0.036% of the portion of the Income Trust daily net assets exceeding $3 billion. Morgan Stanley Select Dimensions Investment Series-- Diversified Income Portfolio 0.040% of the daily net assets. North American Government 0.039% of the daily net assets. Securities Portfolio Morgan Stanley Select Municipal 0.050% of the daily net assets. Reinvestment Fund Morgan Stanley 0.035% of the daily net assets. Short-Term U.S. Treasury Trust
B-2 Morgan Stanley 0.050% of the portion of the daily net assets not Tax-Exempt Securities Trust exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.25 billion; 0.0325% of the portion of the daily net assets exceeding $1.25 billion but not exceeding $2.5 billion; and 0.030% of the portion of the daily net assets exceeding $2.5 billion. Morgan Stanley 0.045% of the daily net assets. Total Return Bond Fund Morgan Stanley 0.050% of the portion of the daily net assets not U.S. Government Securities Trust exceeding $1 billion; 0.0475% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.045% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.0425% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.040% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $5 billion; 0.0375% of the portion of the daily net assets exceeding $5 billion but not exceeding $7.5 billion; 0.035% of the portion of the daily net assets exceeding $7.5 billion but not exceeding $10 billion; 0.0325% of the portion of the daily net assets exceeding $10 billion but not exceeding $12.5 billion; and 0.030% of the portion of the daily net assets exceeding $12.5 billion. Morgan Stanley Variable Investment Series-- High Yield Portfolio 0.050% of the portion of the daily net assets not exceeding $500 million; and 0.0425% of the daily net assets exceeding $500 million. Limited Duration Portfolio 0.045% of the daily net assets. Quality Income Plus Portfolio 0.050% of the portion of the daily the net assets not exceeding $500 million; and 0.045% of the portion of the daily net assets exceeding $500 million. EQUITY FUNDS Morgan Stanley 21st Century Trend 0.075% of the daily net assets. Fund Morgan Stanley Aggressive Equity 0.075% of the portion of the daily net assets not Fund exceeding $2 billion, and 0.725% of the portion of the daily net assets exceeding $2 billion. Morgan Stanley 0.03% of the daily net assets. All Star Growth Fund
B-3 Morgan Stanley American 0.0625% of the portion of the daily net assets not Opportunities Fund exceeding $250 million; 0.050% of the portion of the daily net assets exceeding $250 million but not exceeding $2.25 billion; 0.0475% of the portion of the daily net assets exceeding $2.25 billion but not exceeding $3.5 billion; 0.0450% of the portion of the daily net assets exceeding $3.5 billion but not exceeding $4.5 billion; and 0.0425% of the portion of the daily net assets exceeding $4.5 billion. Morgan Stanley Balanced Growth Fund 0.060% of the portion of the daily net assets not exceeding $500 million; and 0.0575% of the portion of the daily net assets exceeding $500 million. Morgan Stanley Biotechnology Fund 0.10% of the daily net assets. Morgan Stanley Capital Growth 0.065% of the portion of the daily net assets not Securities exceeding $500 million; 0.055% of the portion of daily net assets exceeding $500 million but not exceeding $1 billion; 0.050% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; and 0.0475% of the portion of the daily net assets exceeding $1.5 billion. Morgan Stanley 0.045% of the portion of the daily net assets not Capital Opportunities Trust exceeding $500 million; 0.0325% of the portion of the daily net assets exceeding $500 million but not exceeding $2 billion; 0.042% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.0405% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley Competitive Edge 0.065% of the portion of the daily net assets not Fund, exceeding $1.5 billion; and 0.0625% of the portion of "BEST IDEAS" Portfolio the daily net assets exceeding $1.5 billion. Morgan Stanley Developing Growth 0.050% of the portion of the daily net assets not Securities Trust exceeding $500 million; and 0.0475% of the portion of the daily net assets exceeding $500 million. Morgan Stanley Dividend Growth 0.0625% of the portion of the daily net assets not Securities Inc. exceeding $250 million; 0.050% of the portion of the daily net assets exceeding $250 million but not exceeding $1 billion; 0.0475% of the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; 0.045% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; 0.0425% of the portion of the daily net assets exceeding $3 billion but not exceeding $4 billion; 0.040% of the portion of the daily net assets exceeding $4 billion but not exceeding $5 billion; 0.0375% of the portion of the daily net assets exceeding $5 billion but not exceeding $6 billion; 0.035% of the portion of the daily net assets exceeding $6 billion but not exceeding $8 billion; 0.0325% of the portion of the daily net assets exceeding $8 billion but not exceeding $10 billion; 0.030% of the portion of the daily net assets exceeding $10 billion but not exceeding $15 billion; and 0.0275% of the portion of the daily net assets exceeding $15 billion.
B-4 Morgan Stanley Equity Fund 0.051% of the portion of the daily net assets not exceeding $500 million; 0.0495% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.048% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley European Growth Fund 0.057% of the portion of the daily net assets not Inc. exceeding $500 million; 0.054% of the portion of the daily net assets exceeding $500 million but not exceeding $2 billion; 0.051% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.0495% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley Financial Services 0.075% of the portion of the daily net assets not Trust exceeding $500 million; 0.0725% of the portion of the daily net assets exceeding $500 million but not exceeding $1.0 billion; and 0.070% of the portion of the daily net assets exceeding $1.0 billion. Morgan Stanley Fund of Funds-- Domestic Portfolio None International Portfolio None Morgan Stanley Global Dividend 0.075% of the portion of the daily net assets not Growth Securities exceeding $1 billion; 0.0725% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.070% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.0675% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.0650% of the portion of the daily net assets exceeding $3.5 billion but not exceeding $4.5 billion; and 0.0625% of the portion of the daily net assets exceeding $4.5 billion. Morgan Stanley 0.065% of the portion of the daily net assets not Global Utilities Fund exceeding $500 million; 0.0625% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.060% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; and 0.0575% of the portion of the daily net assets exceeding $1.5 billion. Morgan Stanley 0.048% of the portion of daily net assets not exceeding Growth Fund $750 million; 0.045% of the portion of daily net assets exceeding $750 million but not exceeding $1.5 billion; and 0.042% of the portion of daily net assets exceeding $1.5 billion. Morgan Stanley 0.10% of the portion of daily net assets not exceeding Health Sciences Trust $500 million; 0.095% of the portion of daily net assets exceeding $500 million but not exceeding $1 billion; and 0.0925% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley 0.075% of the portion of the net assets not exceeding Income Builder Fund $500 million; and 0.0725% of the portion of daily net assets exceeding $500 million.
B-5 Morgan Stanley 0.075% of the portion of the daily net assets not Information Fund exceeding $500 million; 0.0725% of the portion of the daily net assets exceeding $500 million but not exceeding $3 billion; and 0.070% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley International Fund 0.060% of the portion of the daily net assets not exceeding $1 billion; and 0.057% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley International 0.069% of the daily net assets. SmallCap Fund Morgan Stanley International Value 0.10% of the daily net assets. Equity Fund Morgan Stanley 0.057% of the daily net assets. Japan Fund Morgan Stanley KLD Social Index Fund 0.040% of the daily net assets. Morgan Stanley 0.075% of the portion of the daily net assets not Latin American Growth Fund exceeding $500 million; and 0.0725% of the portion of the daily net assets exceeding $500 million. Morgan Stanley 0.075% of the portion daily net assets not exceeding Market Leader Trust $1 billion; and 0.0725% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley 0.080% of the daily net assets. Mid-Cap Value Fund Morgan Stanley 0.040% of the daily net assets. Nasdaq-100 Index Fund Morgan Stanley Natural Resource 0.0625% of the portion of the daily net assets not Development Securities Inc. exceeding $250 million and 0.050% of the portion of the daily net assets exceeding $250 million. Morgan Stanley 0.060% of the daily net assets. New Discoveries Fund Morgan Stanley Next Generation Trust 0.075% of the daily net assets. Morgan Stanley 0.057% of the portion of the daily net assets not Pacific Growth Fund Inc. exceeding $1 billion; 0.054% of the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; and 0.051% of the portion of the daily net assets exceeding $2 billion. Morgan Stanley 0.060% of the daily net assets. Real Estate Fund
B-6 Morgan Stanley Select Dimensions Investment Series-- American Opportunities Portfolio 0.0625% of the portion of the daily net assets not exceeding $500 million; 0.060% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion and 0.0575% of the portion of the daily net assets exceeding $10 billion. Balanced Growth Portfolio 0.065% of the daily net assets. Capital Opportunities Portfolio 0.075% of the daily net assets. Developing Growth Portfolio 0.050% of the daily net assets. Dividend Growth Portfolio 0.0625% of the portion of the daily net assets not exceeding $500 million; 0.050% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.0475% of the portion of the daily net assets exceeding $1 billion. Emerging Markets Portfolio 0.075% of the daily net assets. Global Equity Portfolio 0.10% of the daily net assets. Growth Portfolio 0.048% of the daily net assets. Utilities Portfolio 0.065% of the daily net assets. Value-Added Market Portfolio 0.050% of the daily net assets. Morgan Stanley Small Cap Growth Fund 0.060% of the portion of the daily net assets not exceeding $1.5 billion; and 0.057% of the portion of the daily net assets exceeding $1.5 billion. Morgan Stanley Small-Mid Special 0.070% of the daily net assets. Value Fund Morgan Stanley Special Value Fund 0.075% of the portion of the daily net assets not exceeding $500 million; 0.0725% of the portion of daily net assets exceeding $500 million but not exceeding $1 billion; and 0.070% of the portion of the daily net assets exceeding $1.0 billion. Morgan Stanley Strategist Fund 0.060% of the portion of the daily net assets not exceeding $500 million; 0.055% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.050% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0475% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.045% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.0425% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley 0.040% of the portion of the daily net assets not S&P 500 Index Fund exceeding $1.5 billion; 0.0375% of the portion of daily net assets exceeding $1.5 billion but not exceeding $3 billion; and 0.035% of the portion of daily net assets exceeding $3 billion.
B-7 Morgan Stanley 0.060% of the daily net assets. S&P 500 Select Fund Morgan Stanley Tax-Managed Growth 0.05% of the daily net assets. Fund Morgan Stanley 0.060% of the daily net assets. Technology Fund Morgan Stanley 0.040% of the daily net assets. Total Market Index Fund Morgan Stanley 0.045% of the portion of the daily net assets not Total Return Trust exceeding $500 million; 0.0435% of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.042% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley 0.065% of the portion of the daily net assets not Utilities Fund exceeding $500 million; 0.055% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.0525% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.050% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2.5 billion; 0.0475% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.045% of the portion of the daily net assets exceeding $3.5 but not exceeding $5 billion; and 0.0425% of the daily net assets exceeding $5 billion. Morgan Stanley 0.060% of the portion of the daily net assets not Value Fund exceeding $1.0 billion; and 0.054% of the portion of the daily net assets exceeding $1 billion. Morgan Stanley 0.050% of the portion of the daily net assets not Value-Added Market Series exceeding $500 million; 0.45% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.0425% of the portion of the daily net assets exceeding $1.0 billion but not exceeding $2.0 billion; and 0.040% of the portion of the daily net assets exceeding $2 billion. Morgan Stanley Variable Investment Series-- Aggressive Equity Portfolio 0.075% of the daily net assets. Capital Growth Portfolio 0.065% of the daily net assets. Competitive Edge 0.065% of the daily net assets. "Best Ideas" Portfolio
B-8 Dividend Growth Portfolio 0.0625% of the portion of the daily net assets not exceeding $500 million; 0.050% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; 0.0475% of the portion of the daily net assets exceeding $1.0 billion but not exceeding $2.0 billion; 0.045% of the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.0425% of the portion of the daily net assets exceeding $3 billion. Equity Portfolio 0.050% of the portion of the daily net assets not exceeding $1 billion; 0.0475% of the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; and 0.045% of the portion of the daily net assets exceeding $2 billion. European Growth Portfolio 0.057% of the portion of the daily net assets not exceeding $500 million; and 0.054% of the portion of the daily net assets exceeding $500 million. Global Dividend Growth Portfolio 0.075% of the portion of the daily net assets not exceeding $1 billion; and 0.0725% of the portion of daily net assets exceeding $1 billion. Income Builder Portfolio 0.075% of the daily net assets. Information Portfolio 0.075% of the daily net assets. Pacific Growth Portfolio 0.057% of the daily net assets. S&P 500 Index Portfolio 0.040% of the daily net assets. Strategist Portfolio 0.050% of the portion of the daily net assets not exceeding $1.5 billion; and 0.0475% of the portion of the daily net assets exceeding $1.5 billion. Utilities Portfolio 0.065% of the portion of the daily net assets not exceeding $500 million; 0.055% of the portion of the daily net assets exceeding $500 million but not exceeding $1 billion; and 0.0525% of the portion of the daily net assets exceeding $1 billion.
B-9 MONEY MARKET FUNDS Active Assets Trusts: (1) Active Assets Tax-Free Trust 0.050% of the portion of the daily net assets not exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.025% of the portion of the daily net assets exceeding $3 billion but not exceeding $15 billion; and 0.0249% of the portion of the daily net assets exceeding $15 billion. (2) Active Assets California 0.050% of the portion of the daily net assets not Tax-Free Trust exceeding $500 million; 0.0425% of the portion of the (3) Active Assets Government daily net assets exceeding $500 million but not Securities Trust exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.025% of the portion of the daily net assets exceeding $3 million. (4) Active Assets Money Trust 0.050% of the portion of the daily net assets not exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; 0.025% of the portion of the daily net assets exceeding $3 billion but not exceeding $15 billion; 0.0249% of the portion of the daily net assets exceeding $15 billion but not exceeding $17.5 billion; 0.0248% of the portion of the daily net assets exceeding $17.5 billion but not exceeding $25 billion; 0.0247% of the portion of the daily net assets exceeding $25 billion but not exceeding $30 billion; and 0.0246% of the portion of the daily net assets exceeding $30 billion.
B-10 (5) Active Assets Institutional 0.015% of the daily net assets. Government Securities Trust (6) Active Assets Institutional 0.015% of the daily net assets. Money Trust Morgan Stanley California Tax-Free 0.050% of the portion of the daily net assets not Daily Income Trust exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.025% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley 0.050% of the portion of the daily net assets not Liquid Asset Fund Inc. exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.35 billion; 0.0325% of the portion of the daily net assets exceeding $1.35 billion but not exceeding $1.75 billion; 0.030% of the portion of the daily net assets exceeding $1.75 billion but not exceeding $2.15 billion; 0.0275% of the portion of the daily net assets exceeding $2.15 billion but not exceeding $2.5 billion; 0.025% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $15 billion; 0.0249% of the portion of the daily net assets exceeding $15 billion but not exceeding $17.5 billion; 0.0248% of the portion of the daily net assets exceeding $17.5 billion but not exceeding $25 billion; 0.0247% of the portion of the daily net assets exceeding $25 billion but not exceeding $30 billion; and 0.0246% of the portion of the daily net assets exceeding $30 billion. Morgan Stanley 0.050% of the portion of the daily net assets not New York Municipal Money exceeding $500 million; 0.0425% of the portion of the Market Trust daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.025% of the portion of the daily net assets exceeding $3 billion.
B-11 Morgan Stanley Select Dimensions 0.050% of the daily net assets. Investment Series-- Money Market Portfolio Morgan Stanley 0.050% of the portion of the daily net assets not Tax-Free Daily Income Trust exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.025% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley U.S. Government Money 0.050% of the portion of the daily net assets not Market Trust exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.0375% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.035% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.0325% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.030% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.0275% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.025% of the portion of the daily net assets exceeding $3 billion. Morgan Stanley Variable Investment 0.050% of the portion of the daily net assets not Series--Money Market Portfolio exceeding $500 million; 0.0425% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; and 0.0375% of the portion of the daily net assets exceeding $750 million.
Monthly compensation calculated weekly by applying the following annual rates to a fund's weekly net assets: CLOSED-END FUNDS Morgan Stanley Government Income 0.060% of the average weekly net assets. Trust Morgan Stanley 0.075% of the portion of the average weekly net assets High Income Advantage Trust not exceeding $250 million; 0.060% of the portion of average weekly net assets exceeding $250 million and not exceeding $500 million; 0.050% of the portion of average weekly net assets exceeding $500 million and not exceeding $750 million; 0.040% of the portion of average weekly net assets exceeding $750 million and not exceeding $1 billion; and 0.030% of the portion of average weekly net assets exceeding $1 billion.
B-12 Morgan Stanley 0.075% of the portion of the average weekly net assets High Income Advantage Trust II not exceeding $250 million; 0.060% of the portion of average weekly net assets exceeding $250 million and not exceeding $500 million; 0.050% of the portion of average weekly net assets exceeding $500 million and not exceeding $750 million; 0.040% of the portion of average weekly net assets exceeding $750 million and not exceeding $1 billion; and 0.030% of the portion of average weekly net assets exceeding $1 billion. Morgan Stanley 0.075% of the portion of the average weekly net assets High Income Advantage Trust III not exceeding $250 million; 0.060% of the portion of average weekly net assets exceeding $250 million and not exceeding $500 million; 0.050% of the portion of average weekly net assets exceeding $500 million and not exceeding $750 million; 0.040% of the portion of the average weekly net assets exceeding $750 million and not exceeding $1 billion; and 0.030% of the portion of average weekly net assets exceeding $1 billion. Morgan Stanley Income Securities 0.050% of the average weekly net assets. Inc. Morgan Stanley Insured Municipal 0.035% of the average weekly net assets. Bond Trust Morgan Stanley Insured Municipal 0.035% of the average weekly net assets. Trust Morgan Stanley Insured Municipal 0.035% of the average weekly net assets. Income Trust Morgan Stanley California Insured 0.035% of the average weekly net assets. Municipal Income Trust Morgan Stanley Quality Municipal 0.035% of the average weekly net assets. Investment Trust Morgan Stanley 0.035% of the average weekly net assets. New York Quality Municipal Securities Morgan Stanley Quality Municipal 0.035% of the average weekly net assets. Income Trust Morgan Stanley Quality Municipal 0.035% of the average weekly net assets. Securities Morgan Stanley California Quality 0.035% of the average weekly net assets. Municipal Securities Morgan Stanley Insured Municipal 0.035% of the average weekly net assets. Securities Morgan Stanley Insured California 0.035% of the average weekly net assets. Municipal Securities
B-13