AMENDED AND RESTATED
                          INVESTMENT ADVISORY AGREEMENT

     INVESTMENT ADVISORY AGREEMENT made as of the 1st day of November, 2004 and
supplemented as of April 24, 2008, 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);




                                           W I T N E S S E T H

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

     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. The Investment Adviser shall, as agent for each Fund, maintain the
Fund's records required in connection with the performance of its obligations
under this Agreement and required to be maintained under the Act. All such
records so maintained shall be the property of the Funds and, upon request
therefor, the Investment Adviser shall surrender to each Fund such of the
records so requested.

     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


                                     - 2 -


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 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. In addition, for
purposes of this calculation, an amount up to the aggregate amount of any other
borrowings may be included in the Fund's advisory fee calculation. 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,


                                     - 3 -


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 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


                                     - 4 -


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 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


                                     - 5 -


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 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.





                                     - 6 -


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on April 24, 2008, in CityplaceNew York, StateNew York.

                                       ON BEHALF OF EACH FUND AS SET FORTH IN
                                       SCHEDULE A


                                       By:   /s/ Amy R.Doberman
                                             -----------------------------------
                                                 Amy R. Doberman
                                                 Vice President


Attest:


/s/ Joanne Antico
-----------------
Joanne Antico
                                       MORGAN STANLEY INVESTMENT ADVISORS INC.


                                       By:   /s/ Stefanie V. Chang Yu
                                             -----------------------------------
                                                Stefanie V. Chang Yu
                                                Managing Director




Attest:


/s/ Yvette K. Hayes
-------------------
Yvette K. Hayes






                                                                      SCHEDULE A
                                                          As of January 15, 2009


     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 INTO
FIXED INCOME FUNDS                  PRIOR TO MAY 1, 2004        INVESTMENT ADVISORY FEE
------------------                  --------------------        -----------------------

Morgan Stanley                      05/31/97, as amended on     0.47% of the portion of the daily net assets not exceeding $500
California Tax-Free                 04/30/98                    million; 0.445% of the portion of the daily net assets exceeding
Income Fund                                                     $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          05/31/97                    0.52% of the portion of the daily net assets not exceeding $750
Securities Trust                                                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             05/31/97, as amended on     0.47% of the portion of the daily net assets not exceeding $1
Securities Trust                    04/30/98                    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


                                    Sch.A-1




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

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

Morgan Stanley High Yield           05/31/97                    0.42% of the portion of the daily net assets not exceeding $500
Securities Inc.                                                 million; 0.345% of the portion of the daily net assets exceeding
(Maryland corporation)                                          $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     05/31/97, as amended on     0.52% of the portion of the daily net assets not exceeding $1
Fund                                04/30/98, 05/01/04          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     05/31/97, as amended on     0.27% of the daily net assets not exceeding $1 billion; and 0.25% of
U.S. Government Trust               04/30/98                    the portion of the daily net assets exceeding $1 billion.

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

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



                                    Sch.A-2



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

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 Series Funds

-Morgan CityplaceStanley            March 5, 2008               0.80% of the daily net assets
Commodities Alpha Fund

-Morgan CityplaceStanley            March 5, 2008               None
Commodities Alpha Fund
(Cayman)Ltd.

Morgan Stanley Tax-Exempt           05/31/97, as amended on     0.42% of the portion of the daily net assets not exceeding $500
Securities Trust                    04/30/98, 05/01/02          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.

Morgan Stanley                      05/31/97, as amended on     0.42% of the portion of the daily net assets not exceeding $1
U.S. Government Securities Trust    04/30/98                    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.



                                    Sch.A-3




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

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 exceeding $500
                                    05/01/98, 05/01/99,         million; 0.345% of the portion of the daily net assets exceeding
                                    05/01/00                    $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.

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



                                    Sch.A-4




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

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

Morgan Stanley Capital              06/28/99                    0.67% of the portion of the daily net assets not exceeding $500
Opportunities Trust                                             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 Dividend Growth      05/31/97, as amended on     0.545% of the portion of the daily net assets not exceeding $250
Securities Inc.                     04/30/98                    million; 0.42% of the portion of the daily net assets exceeding $250
                                                                million but not exceeding $1 billion; 0.395% of the portion of the
(Maryland corporation)                                          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     05/31/97, as amended on     0.12% of the portion of the daily net assets not exceeding $2
S&P 500 Fund                        05/01/98                    billion; and 0.10% of the portion of the daily net assets exceeding
                                                                $2 billion.



                                    Sch.A-5




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

Morgan Stanley European Equity      05/31/97, as amended on     0.87% of the portion of the daily net assets not exceeding $500
Fund Inc.                           04/30/98, 12/01/98,         million; 0.82% of the portion of the daily net assets exceeding $500
                                    05/01/00                    million but not exceeding $2 billion; 0.77% of the portion of the
(Maryland corporation)                                          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 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 Fundamental Value    08/19/02                    0.67% of the portion of the daily net assets not exceeding $500
Fund                                                            million; and 0.62% of the portion of the daily net assets exceeding
                                                                $500 million.

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

Morgan Stanley Global Dividend      05/31/97, as amended on     0.67% of the portion of the daily net assets not exceeding $1
Growth Securities                   05/01/98                    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.



                                    Sch.A-6




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

Morgan Stanley Global               05/31/97, as amended on     0.57% of the portion of the daily net assets not exceeding $500
Infrastructure Fund                 04/30/98                    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 Health Sciences      05/31/97, as amended on     0.92% of the portion of the daily net assets not exceeding $500
Trust                               04/30/98, 05/01/01          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 International Fund   05/04/99, as amended on     0.65% of the portion of the daily net assets not exceeding $1
                                    05/01/01                    billion; and 0.60% of the portion of the daily net assets exceeding
                                                                $1 billion.

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

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

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



                                    Sch.A-7




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

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

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

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

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



                                    Sch.A-8




                                    EFFECTIVE DATE OF
EQUITY, BALANCED                    AGREEMENT AND ANY
AND ASSET                           AMENDMENTS ENTERED INTO
ALLOCATION FUNDS                    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 exceeding $250
                                    03/02/98, 05/01/98,         million; 0.42% of the portion of the daily net assets exceeding $250
                                    05/01/00                    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          05/31/97, as amended on     0.12% of the portion of the daily net assets not exceeding $2
Portfolio                           04/30/98                    billion; and 0.10% of the portion of the daily net assets exceeding
                                                                $2 billion.

- Focus Growth Portfolio            05/31/97, as amended on     0.545% of the portion of the daily net assets not exceeding $250
                                    03/02/98, 05/01/98,         million; 0.42% of the portion of the daily net assets exceeding $250
                                    05/01/00                    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.

- 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

- Global Infrastructure Portfolio   05/31/97, as amended on     0.57% of the portion of the daily net assets not exceeding $500
                                    03/02/98, 05/01/98,         million; 0.47% of the portion of the daily net assets exceeding $500
                                    05/01/00                    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.



                                    Sch.A-9





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

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

Morgan Stanley Series Funds

-Morgan Stanley                     06/26/08                    0.78% of the portion of the daily net assets not exceeding $1
U.S. Multi-Cap                                                  billion; 0.750% of the portion of the daily net assets exceeding $1
Alpha Fund                                                      billion but not exceeding $2 billion; and 0.725% of the portion of
                                                                the daily net assets exceeding $2 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 exceeding $2
                                    04/30/98, 05/01/99,         billion; and 0.10% of the portion of the daily net assets exceeding
                                    05/01/04                    $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    04/04/02                    0.67% of the daily net assets.
Value Fund

Morgan Stanley Special Growth Fund  06/28/99, as amended on     0.92% of the portion of the daily net assets not exceeding $1
                                    05/01/00                    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 exceeding $500
                                    04/30/98, 05/01/99          million; 0.645% of the portion of the daily net assets exceeding
                                    05/01/02                    $500 million but not exceeding $1 billion; and 0.62% of the portion
                                                                of the daily net assets exceeding $1 billion.



                                    Sch.A-10



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

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

Morgan Stanley Technology Fund      05/31/97, as amended on     0.67% of the portion of the daily net assets not exceeding $500
                                    04/30/98, 05/01/00          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 Value Fund           07/22/98, as amended on     0.42% of the portion of daily net assets not exceeding $1 billion;
                                    05/01/02, 05/01/04          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 exceeding $500
                                    05/01/98, 05/01/99,         million; 0.645% of the portion of the daily net assets exceeding
                                    05/01/00                    $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.

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

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



                                    Sch.A-11




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

- European Equity Portfolio         05/31/97, as amended on     0.87% of the portion of daily net assets not exceeding $500 million;
                                    05/01/98, 05/01/99,         0.82% of the portion of daily net assets exceeding $500 million but
                                    05/01/00                    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 exceeding $1.5
                                    05/01/98, 05/01/99,         billion; and 0.545% of the portion of the daily net assets exceeding
                                    05/01/00                    $1.5 billion.

- Global Dividend Growth Portfolio  05/31/97, as amended on     0.67% of the portion of the daily net assets not exceeding $1
                                    05/01/98, 05/01/99,         billion; 0.645% of the portion of the daily net assets exceeding $1
                                    05/01/00                    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.

- Global Infrastructure Portfolio   05/31/97, as amended on     0.57% of the portion of the daily net assets not exceeding $500
                                    05/01/98, 05/01/99,         million; 0.47% of the portion of the daily net assets exceeding $500
                                    05/01/00                    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.

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


                                    Sch.A-12





                                    EFFECTIVE DATE OF
EQUITY, BALANCED                    AGREEMENT AND ANY
AND ASSET                           AMENDMENTS ENTERED INTO
ALLOCATION FUNDS                    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 exceeding $2
                                    05/01/98, 05/01/99,         billion; and 0.10% of the portion of the daily net assets exceeding
                                    05/01/00, 05/01/04          $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 exceeding $1.5
                                    05/01/98, 05/01/99,         billion; and 0.395% of the portion of the daily net assets exceeding
                                    05/01/00                    $1.5 billion.



                                    Sch.A-13




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

Active Assets                       05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $500
California Tax-Free                 04/30/98                    million; 0.375% of the portion of the daily net assets exceeding
Trust                                                           $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            05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $500
Securities Trust                    04/30/98                    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         03/08/02                    0.10% of the daily net assets.
Government 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.



                                    Sch.A-14




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

Active Assets Institutional         01/06/00                    0.10% of the daily net assets.
Money 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 Money Trust           05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $250
                                    04/30/98, 05/01/99,         million; 0.375% of the portion of the daily net assets exceeding
                                    05/01/01, 05/01/02          $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 exceeding $500
                                    04/30/98                    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



                                    Sch.A-15




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

                                                                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                      05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $500
California Tax- Free                04/30/98                    million; 0.375% of the portion of the daily net assets exceeding
Daily Income Trust                                              $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 Liquid Asset Fund    05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $250
Inc.                                04/30/98, 05/01/01,         million; 0.375% of the portion of the daily net assets exceeding
(Maryland Corporation)              05/01/02                    $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



                                    Sch.A-16




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

                                                                $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             05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $500
Municipal Money Market Trust        04/30/98                    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 exceeding $250
Investment Series-                  03/02/98, 05/01/98,         million; 0.375% of the portion of the daily net assets exceeding
                                    05/01/00                    $250 million but not exceeding $750 million; 0.325% of the portion
- Money Market Portfolio                                        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.

Morgan Stanley Tax-Free Daily       05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $500
Income Trust                        04/30/98                    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



                                    Sch.A-17




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

                                                                portion of the daily net assets exceeding $15 billion.

Morgan Stanley                      05/31/97, as amended on     0.45% of the portion of the daily net assets not exceeding $500
U.S. Government Money Market Trust  04/30/98                    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            05/31/97, as amended on      0.45% of the portion of the daily net assets not exceeding $250
Investment Series-                 05/01/98, 05/01/99,          million; 0.375% of the portion of the daily net assets exceeding
                                   05/01/00                     $250 million but not exceeding $750 million; 0.325% of the portion
- Money Market Portfolio                                        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.



                                    Sch.A-18




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                    05/31/97       0.27% of the average weekly net assets.
Insured Municipal Income Trust

Morgan Stanley California                    05/31/97       0.27% of the average weekly net assets.
Quality Municipal Securities

Morgan Stanley Income Securities Inc.        05/31/97       0.42% of the portion of average weekly net assets not
(Maryland corporation)                                      exceeding $500 million; and 0.35% of the portion of
                                                            average weekly net assets exceeding $500 million.

Morgan Stanley Insured                       05/31/97       0.27% of the average weekly net assets.
California Municipal
Securities

Morgan Stanley Insured Municipal Bond        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.
Income 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 Municipal Income              05/31/97       0.50% of the average weekly net assets.
Opportunities Trust

Morgan Stanley Municipal Income              05/31/97       0.50% of the average weekly net assets.
Opportunities Trust II

Morgan Stanley Municipal Income              05/31/97       0.50% of the average weekly net assets.
Opportunities Trust III

Morgan Stanley Municipal Premium             05/31/97       0.40% of the average weekly net assets.
Income Trust

Morgan Stanley New York                      05/31/97       0.27% of the average weekly net assets.
Quality Municipal Securities

Morgan Stanley Quality Municipal             05/31/97       0.27% of the average weekly net assets.
Securities

Morgan Stanley Quality Municipal             05/31/97       0.27% of the average weekly net assets.
Income Trust

Morgan Stanley Quality Municipal             05/31/97       0.27% of the average weekly net assets.
Investment Trust





----------
*    In addition, for purposes of this calculation, an amount up to the
     aggregate amount of any other borrowings may be included in the Fund's
     advisory fee calculation.


                                    Sch.A-19


                                     Annex 1

List of Funds for which the Current Investment Management Agreement specifies
Section 2 is applicable:

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 Select Dimensions Investment Series

Morgan Stanley Small-Mid Special Value Fund

Morgan Stanley Special Growth Fund




                                      A-1-1



                                     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 Municipal Premium Income 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





----------
*    In addition, for purposes of this calculation, an amount up to the
     aggregate amount of any other borrowings may be included in the Fund's
     advisory fee calculation.


                                      A-2-1


                                     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 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 Global Infrastructure Fund

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

     (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 Limited Duration Fund

Morgan Stanley Limited Duration U.S. Government Trust


                                      A-3-1



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, Capital Growth Portfolio, Dividend Growth Portfolio,
     Equally-Weighted S&P 500 Portfolio, Flexible Income Portfolio, Focus Growth
     Portfolio, Global Equity Portfolio, Global Infrastructure Portfolio, Mid
     Cap Growth Portfolio and Money Market 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 Variable Investment Series:

     Capital Opportunities Portfolio, Dividend Growth Portfolio, Global
     Infrastructure Portfolio, High Yield Portfolio, Income Plus Portfolio,
     Money Market Portfolio or Strategist 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

                                      A-3-2