EX-99.77Q1 OTHR EXHB 4 convsec77q1.htm
EXHIBIT 77QI
MORGAN STANLEY CONVERTIBLE SECURITIES TRUST



                                   CERTIFICATE

     The undersigned hereby certifies that she is the Secretary of Morgan
Stanley Convertible Securities Trust (the "Trust"), an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts, that
annexed hereto is an Instrument Establishing and Designating Shares of the Trust
duly adopted by the Trustees of the Trust on March 26, 2008 as provided in
Section 6.9(g) of the Declaration of Trust of the Trust, said Instrument to take
effect on March 31, 2008 and I do hereby further certify that such Instrument
has not been amended and is on the date hereof in full force and effect.

     Dated this 26th day of March, 2008


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



                                    AMENDMENT

Dated:             March 26, 2008
To be Effective:   March 31, 2008

                                       TO

                   MORGAN STANLEY CONVERTIBLE SECURITIES TRUST

                              DECLARATION OF TRUST

                                      DATED

                                  May 21, 1985


                   MORGAN STANLEY CONVERTIBLE SECURITIES TRUST

                     INSTRUMENT ESTABLISHING AND DESIGNATING
                                CLASSES OF SHARES

WHEREAS, Morgan Stanley Convertible Securities Trust (the "Trust") was
established by the Declaration of Trust dated May 21, 1985, as amended from time
to time (the "Declaration"), under the laws of the Commonwealth of
Massachusetts;

WHEREAS, Section 6.9(g) of the Declaration provides that the establishment and
designation of any class of shares shall be effective upon the execution by a
majority of the then Trustees of an instrument setting forth such establishment
and designation and the relative rights, preferences, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of such class, or as otherwise provided in such instrument, which
instrument shall have the status of an amendment to the Declaration;

WHEREAS, the Trustees of the Trust have deemed it advisable to redesignate the
Class D Shares of the Trust as the Class I Shares, such changes to be effective
on March 31, 2008;

NOW, THEREFORE, BE IT RESOLVED:

1. Pursuant to Section 6.9(g) of the Declaration, the Class D Shares of the
Trust are hereby redesignated as "Class I Shares," the relative rights,
preferences, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of such class being otherwise
unchanged.

2. The Trustees of the Trust hereby reaffirm the Declaration, as amended, in all
respects.

3. This amendment 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 26th day of March 2008.


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


/s/ Kathleen A. Dennis                                 /s/ Dr. Manuel H. Johnson
----------------------------------------------------   -------------------------------------------------------
Kathleen A. Dennis, as Trustee, and not individually   Dr. Manuel H. Johnson, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Johnson Smick Group, Inc.
Counsel to the Independent Trustees                    888 16th Street, N.W., Suite 740
1177 Avenue of the Americas                            Washington, D.C. 20006
New York, NY 10036


/s/ James F. Higgins                                   /s/ Joseph J. Kearns
----------------------------------------------------   -------------------------------------------------------
James F. Higgins, as Trustee, and not individually     Joseph J. Kearns, as Trustee, and not individually
c/o Morgan Stanley Trust                               c/o Kearns & Associates LLC
Harborside Financial Center, Plaza Two                 PMB754
Jersey City, NJ 07311                                  23852 Pacific Coast Highway
                                                       Malibu, CA 90265


/s/ Michael F. Klein                                   /s/ Michael E. Nugent
----------------------------------------------------   -------------------------------------------------------
Michael F. Klein, as Trustee, and not individually     Michael E. Nugent, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Triumph Capital, L.P.
Counsel to the Independent Trustees                    445 Park Avenue
1177 Avenue of the Americas                            New York, NY 10022
New York, NY 10036


/s/ W. Allen Reed                                      /s/ Fergus Reid
----------------------------------------------------   -------------------------------------------------------
W. Allen Reed, as Trustee, and not individually        Fergus Reid, as Trustee, and not individually
c/o Kramer Levin Naftalis & Frankel LLP                c/o Lumelite Plastics Corporation
Counsel to the Independent Trustees                    85 Charles Colman Blvd.
1177 Avenue of the Americas                            Pawling, NY 12564
New York, NY 10036


STATE OF NEW YORK    )
                     )ss:
COUNTY OF NEW YORK   )

     On this 26th day of March 2008, FRANK L. BOWMAN, MICHAEL BOZIC, KATHLEEN A.
DENNIS, MANUEL H. JOHNSON, JAMES F. HIGGINS, JOSEPH J. KEARNS, MICHAEL F. KLEIN,
MICHAEL E. NUGENT, W. ALLEN REED AND FERGUS REID, known to me to be the
individuals described in and who executed the foregoing instrument, personally
appeared before me and they severally acknowledged the foregoing instrument to
be their free act and deed.


                                        /s/ Indira Alli
                                        ----------------------------------------
                                        Notary Public

My Commission expires: February 7, 2009