TERMINATION OF CERTAIN SERIES OF SHARES OF
MORGAN STANLEY VARIABLE INVESTMENT SERIES

WHEREAS, the Trustees of Morgan Stanley Variable
Investment Series (the "Trust"), an unincorporated business trust
organized under the laws of the Commonwealth of
Massachusetts, approved the reorganization and subsequent
liquidation of the Strategist Portfolio and the Aggressive Equity
Portfolio (each, a "Series") pursuant to the terms of certain
Agreements and Plans of Reorganization (the "Agreements") on
September 28, 2012; and

WHEREAS, such Agreements were subsequently approved by
the requisite vote of the outstanding beneficial shares of each
Series at a joint meeting held on February 21, 2013;

NOW, THEREFORE:

I.  The Strategist Portfolio and the Aggressive Equity Portfolio
are hereby terminated as of October 3, 2013.

II. The undersigned hereby certify that this instrument has been
duly adopted in accordance with the provisions of the
Declaration.

III. This instrument may be executed in more than one
counterpart, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.
IN WITNESS THEREOF, the undersigned, the Trustees of the
Trust, have executed this instrument this 2nd day of October,
2013.



/s/ Frank L. Bowman
Frank L. Bowman, as Trustee, and
not individually
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036

/s/ Michael Bozic
Michael Bozic, as Trustee, and
not individually
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036


/s/ Kathleen A. Dennis
Kathleen A. Dennis, as Trustee,
and not individually
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036


/s/ Dr. Manuel H. Johnson
Dr. Manuel H. Johnson, as
Trustee, and not individually
c/o Johnson Smick Group, Inc.
888 16th Street, N.W., Suite 740
Washington, D.C. 20006


/s/ James F. Higgins
James F. Higgins, as Trustee, and
not individually
One New York Plaza
New York, NY 10004


/s/ Joseph J. Kearns
Joseph J. Kearns, as Trustee, and
not individually
c/o Kearns & Associates LLC
PMB754, 22631 Pacific Coast
Highway
Malibu, CA 90265



/s/ Michael F. Klein
Michael F. Klein, as Trustee, and
not individually
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036



/s/ Michael E. Nugent
Michael E. Nugent, as Trustee,
and not individually
522 Fifth Avenue
New York, NY 10036



/s/ W. Allen Reed
W. Allen Reed, as Trustee, and
not individually
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036



/s/ Fergus Reid
Fergus Reid, as Trustee, and not
individually
c/o Joe Pietryka, Inc.
85 Charles Colman Blvd.
Pawling, NY 12564




18453320.3