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<SEC-DOCUMENT>0001236835-09-000312.txt : 20091230
<SEC-HEADER>0001236835-09-000312.hdr.sgml : 20091230
<ACCEPTANCE-DATETIME>20091230161805
ACCESSION NUMBER:		0001236835-09-000312
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20091031
FILED AS OF DATE:		20091230
DATE AS OF CHANGE:		20091230
EFFECTIVENESS DATE:		20091230

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000885125
		IRS NUMBER:				136993836
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06591
		FILM NUMBER:		091266676

	BUSINESS ADDRESS:	
		STREET 1:		522 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		800-869-6397

	MAIL ADDRESS:	
		STREET 1:		522 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19981221

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19920929

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST II
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
000 B000000 10/31/2009
000 C000000 0000885125
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
001 B000000 811-06591
001 C000000 2122966963
002 A000000 522 FIFTH AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10036
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 MORGAN STANLEY INVESTMENT ADVISORS INC.
008 B000001 A
008 C000001 801-42061
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10036
010 A000001 MORGAN STANLEY SERVICES COMPANY INC.
010 B000001 8-00000
010 C010001 JERSEY CITY
010 C020001 NJ
010 C030001 07311
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 84-00000
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
012 C040001 3078
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10281
014 A000001 ARIGIL MENKUL DEGERLER A.S.
014 B000001 8-00000
014 A000002 BANK MORGAN STANLEY AG
014 B000002 8-00000
014 A000003 BANK OF TOKYO - MITSUBISHI UFJ LTD.
014 B000003 8-00000
014 A000004 BETTER ALTERNATIVE TRADING SYSTEM
<PAGE>      PAGE  2
014 B000004 8-00000
014 A000005 BLOCK INTEREST DISCOVERY SERVICE
014 B000005 8-00000
014 A000006 CHINA INTERNATIONAL CAPITAL CORP. HONG KONG S
014 B000006 8-00000
014 A000007 H.C. SECURITIES AND INVESTMENTS
014 B000007 8-00000
014 A000008 HTI VALORI MOBILIARE S.A.
014 B000008 8-00000
014 A000009 MITSUBISHI UFJ SECURITIES
014 B000009 8-00000
014 A000010 MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
014 B000010 8-00000
014 A000011 MITSUBISHI UFJ TRUST & BANKING CORP.
014 B000011 8-00000
014 A000012 MORGAN STANLEY & CO. INCORPORATED
014 B000012 8-15869
014 A000013 MORGAN STANLEY & CO. INTERNATIONAL PLC
014 B000013 8-00000
014 A000014 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PT
014 B000014 8-00000
014 A000015 MORGAN STANLEY ASIA LIMITED
014 B000015 8-00000
014 A000016 MORGAN STANLEY CANADA LIMITED
014 B000016 8-00000
014 A000017 MORGAN STANLEY DEAN WITTER ASIA (SINGAPORE) P
014 B000017 8-00000
014 A000018 MORGAN STANLEY DEAN WITTER AUSTRALIA LIMITED
014 B000018 8-00000
014 A000019 MORGAN STANLEY DEAN WITTER AUSTRALIA SECURITI
014 B000019 8-00000
014 A000020 MORGAN STANLEY DEAN WITTER C.T.V.M. S.A.
014 B000020 8-00000
014 A000021 MORGAN STANLEY DISTRIBUTION, INC.
014 B000021 8-44766
014 A000022 MORGAN STANLEY DISTRIBUTORS INC.
014 B000022 8-45262
014 A000023 MORGAN STANLEY FUTURES (HONG KONG) LIMITED
014 B000023 8-00000
014 A000024 MORGAN STANLEY HONG KONG SECURITIES LIMITED
014 B000024 8-00000
014 A000025 MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED
014 B000025 8-00000
014 A000026 MORGAN STANLEY JAPAN SECURITIES CO., LTD.
014 B000026 8-00000
014 A000027 MORGAN STANLEY MARKET PRODUCTS INC.
014 B000027 8-37795
014 A000028 MORGAN STANLEY SECURITIES LIMITED
014 B000028 8-00000
014 A000029 MORGAN STANLEY SMITH BARNEY LLC
014 B000029 8-68191
<PAGE>      PAGE  3
014 A000030 MORGAN STANLEY TAIWAN LIMITED
014 B000030 8-00000
014 A000031 MORGAN STANLEY, S.V. S.A.
014 B000031 8-00000
014 A000032 MS SECURITIES SERVICES INC.
014 B000032 8-26804
014 A000033 MUNICENTER
014 B000033 8-00000
014 A000034 OOO MORGAN STANLEY BANK
014 B000034 8-00000
014 A000035 PRIME DEALER SERVICES CORP.
014 B000035 8-47025
014 A000036 RMB MORGAN STANLEY
014 B000036 8-00000
014 A000037 UNION BANC INVESTMENT SERVICES
014 B000037 8-30706
014 A000038 VAN KAMPEN FUNDS INC.
014 B000038 8-19412
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000   89
019 C000000 MORGANSTAN
020 A000001 GOLDMAN, SACHS & CO.
020 B000001 13-5108880
020 C000001     52
021  000000       52
022 A000001 LIQUIDITY FUNDS TA
022 B000001 30-6067219
022 C000001    130098
022 D000001    130262
022 A000002 MORGAN (J.P.) SECURITIES INC.
022 B000002 13-3224016
022 C000002     32967
022 D000002     24774
022 A000003 CITIGROUP GLOBAL MARKETS, INC.
022 B000003 11-2418191
022 C000003     19235
022 D000003     26220
022 A000004 BARCLAYS CAPITAL INC.
022 B000004 13-2518466
022 C000004     16105
022 D000004     14819
022 A000005 MERRILL LYNCH & CO., INC.
022 B000005 13-5674085
022 C000005     11265
<PAGE>      PAGE  4
022 D000005      6364
022 A000006 LOOP CAPITAL MARKETS LLC
022 B000006 36-4164012
022 C000006      1553
022 D000006     13109
022 A000007 GOLDMAN SACHS & CO.
022 B000007 13-5108880
022 C000007      6686
022 D000007      7557
022 A000008 PRAGER, MCCARTH
022 B000008 94-3057440
022 C000008      2129
022 D000008     12022
022 A000009 JEFFERIES & CO., INC.
022 B000009 95-2622900
022 C000009      8222
022 D000009      2939
022 A000010 MESIROW CAPITAL INC
022 B000010 36-3194849
022 C000010      1252
022 D000010      8787
023 C000000     251984
023 D000000     272067
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<PAGE>      PAGE  5
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<PAGE>      PAGE  6
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<PAGE>      PAGE  7
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<PAGE>      PAGE  8
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080 A000000 ICI MUTUAL INSURANCE COMPANY
080 B000000 AXIS Ins., Continental Ins. and Westchester F
080 C000000    75000
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087 A020000 61745P734
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SIGNATURE   LORRAINE CHICO
TITLE       SUPERVISOR

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>2
<FILENAME>subitem77d.txt
<DESCRIPTION>POLICY CHANGES
<TEXT>
<PAGE>

SUB-ITEM 77D: POLICIES WITH RESPECT TO SECURITY INVESTMENT

Effective October 13, 2009, the Board of Trustees of the Trust approved a change
to the Trust's investment practice to permit the Trust to invest, without limit,
in private placement securities in order to enhance portfolio management
flexibility in managing the Trust.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>3
<FILENAME>tenf3.txt
<DESCRIPTION>10F3 TRANSACTIONS
<TEXT>
<PAGE>
<TABLE>
                  MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
                          ITEM 77(O) 10F-3 TRANSACTIONS
                         MAY 1, 2009 - OCTOBER 31, 2009

                                                                   AMOUNT OF     % OF     % OF
                                     OFFERING                       SHARES      OFFERING  FUNDS
    SECURITY      PURCHASE/  SIZE OF PRICE OF    TOTAL AMOUNT      PURCHASED   PURCHASED  TOTAL
   PURCHASED     TRADE DATE OFFERING  SHARES     OF OFFERING        BY FUND     BY FUND  ASSETS       BROKERS        PURCHASED FROM
- ---------------- ---------- -------- -------- ----------------- -------------- --------- ------ ------------------- ----------------
<S>              <C>        <C>      <C>      <C>               <C>            <C>       <C>    <C>                 <C>
Puerto Rico     06/11/09     --    $100.000      $354,925,000      1,375,000   0.39%    0.33%         Citi,       Goldman Sachs
   Sales Tax                                                                                          Goldman,
   Financing                                                                                        Sachs & Co.,
   5.00% due                                                                                        J.P. Morgan,
    8/1/2039                                                                                           Popular
                                                                                                     Securities,
                                                                                                      Santander
                                                                                                     Securities,
                                                                                                       Merrill
                                                                                                    Lynch & Co.,
                                                                                                      Barclays
                                                                                                      Capital,
                                                                                                       Morgan
                                                                                                    Stanley, UBS
                                                                                                      Financial
                                                                                                      Services
                                                                                                    Incorporated
                                                                                                      of Puerto
                                                                                                        Rico

 State of Iowa    07/14/09     --    $105.323      $380,120,000      3,710,000   0.98%    0.88%       Barclays      Barclays
    - ljobs                                                                                           Capital,      Capital
    Program                                                                                            Merrill
   Specialist                                                                                       Lynch & Co.,
   Obligation                                                                                         Williams
  Bonds Series                                                                                         Blair &
      2009                                                                                            Company,
                                                                                                        Citi,
                                                                                                      Goldman,
                                                                                                    Sachs & Co.,
                                                                                                    J.P. Morgan,
                                                                                                       Morgan
                                                                                                    Stanley, RBC
                                                                                                       Capital
                                                                                                       Markets
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>adminagreement.txt
<DESCRIPTION>ADMIN AGREEMENT
<TEXT>

                            ADMINISTRATION AGREEMENT

     AGREEMENT made as of the November 1, 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 Services Company Inc., a Delaware corporation (hereinafter called the
"MS Services"):

     WHEREAS, on the date hereof, the Funds and Morgan Stanley Investment
Advisors Inc. (the "Investment Adviser") are entering into an Amended and
Restated Investment Advisory Agreement (the "Investment Advisory Agreement")
which further amends an Amended and Restated Investment Management Agreement,
dated as of May 1, 2004 between the Funds and the Investment Adviser (the
"Amended and Restated Investment Management Agreement") to remove from the
Amended and Restated Investment Management Agreement administrative and other
management services, with those services to be provided for in a separate
agreement;

     WHEREAS, the Funds desire to retain MS Services to perform the
administrative services as described below; and

     WHEREAS, MS Services desires to be retained by the Funds to perform such
administrative services;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

     1. MS Services agrees to provide administrative services to each Fund as
hereinafter set forth. Without limiting the generality of the foregoing, MS
Services shall (i) administer the Fund's business affairs and supervise the
overall day-to-day operations of the Fund (other than rendering investment
advice); (ii) provide the Fund with full administrative services, including the
maintenance of certain books and records, such as journals, ledger accounts and
other records required under the Investment Company Act of 1940, as amended (the
"Act"), the notification to the Fund of available funds for investment, the
reconciliation of account information and balances among the Fund's custodian,
transfer agent and dividend disbursing agent and the Fund, and the calculation
of the net asset value of the Fund's shares; (iii) provide the Fund with the
services of persons competent to perform such supervisory, administrative and
clerical functions as are necessary to provide effective operation of the Fund;
(iv) oversee the performance of administrative and professional services
rendered to the Fund by others, including its custodian, transfer agent and
dividend disbursing agent, as well as accounting, auditing and other services,
including: (1) maintenance of the books and records and accounting controls for
the Fund's assets, including records of all securities transactions; (2) daily
calculation of the net asset value for each of the Fund's Portfolios; (3)
accounting for dividends and interest received and distributions made by each of
the Fund's Portfolios; (4) preparation and filing of the Fund's U.S. tax returns
and annual and semi-annual reports; (5) the production of transaction data,
financial reports and such other periodic and special reports as the Board of
Directors of the Fund may reasonably request; (6) the preparation of financial
statements for the annual and semi-annual reports and other shareholder
communications; (7) liaison with the Fund's independent registered public
accounting firms; (8) monitoring and administration of arrangements with the
Fund's custodian and depository banks; and (9) maintenance of (but not the
payment for) the Fidelity Bond required to be maintained under Investment
Company Act of 1940 (the "1940 Act") and preparation of the filings required in
connection therewith; (v) provide the Fund with adequate general office space
and facilities; (vi) assist in the preparation and the printing of the periodic
updating of the Fund's registration statement and prospectus (and, in the case
of an open-end Fund, the statement of additional information), tax returns,
proxy statements, and reports to its shareholders and the Securities and
Exchange Commission; and (vii) monitor the compliance of the Fund's investment
policies and restrictions.

     2. MS Services shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from time
to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of MS Services shall be deemed to include
officers of MS Services and persons employed or otherwise retained by MS
Services (including officers and employees of the Funds, with the consent of the
Funds) to furnish services, statistical and other factual data, information with
respect to technical and scientific developments, and such other information,
advice and assistance as MS Services may desire. MS Services shall maintain each
Fund's records and books of account (other than those maintained by the Fund's
transfer agent, registrar, custodian and other agencies). All such books and
records so maintained shall be the property of the Fund and, upon request
therefor, MS Services shall surrender to the Fund such of the books and records
so requested.

     3. The Funds will, from time to time, furnish or otherwise make available
to MS Services such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as MS Services may reasonably
require in order to discharge its duties and obligations to the Fund under this
Agreement or to comply with any applicable law and regulation or request of the
Board of Directors/Trustees of the Fund.

     4. For the services to be rendered, the facilities furnished, and the
expenses assumed by MS Services, the Funds shall pay to MS Services monthly
compensation calculated daily (in the case of an open-end Fund) or weekly (in
the case of a closed-end Fund) by applying the annual rate or rates set forth on
Schedule B to the net assets of each Fund. Except as hereinafter set forth, (i)
in the case of an open-end Fund, compensation under this Agreement shall be
calculated by applying 1/365th of the annual rate or rates to the Fund's or the
Series' daily net assets determined as of the close of business on that day or
the last previous business day and (ii) in the case of a closed-end Fund,
compensation under this Agreement shall be calculated by applying the annual
rate or rates to the Fund's average weekly net assets determined as of the close
of the last business day of each week. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth on Schedule B. For the purposes of calculating the administrative fee for
the closed-end funds referenced on Annex 2 to the Investment Advisory Agreement,
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 administrative fee calculation. Subject to the
provisions of paragraph 5 hereof, payment of MS Services' compensation for the
preceding month shall be made as promptly as possible after completion of the
computations contemplated by paragraph 5 hereof.

     5. In the event the operating expenses of those Funds identified in Annex 3
to the Investment Advisory Agreement, including amounts payable to the
Investment Adviser pursuant to paragraph 7 thereof and the amounts payable
hereunder, for any fiscal year ending on a date on which this Agreement is in
effect, exceed the expense limitations applicable to the Fund and/or any Series
thereof imposed by state securities laws or regulations thereunder, as such
limitations may be raised or lowered from time to time, the fee payable
hereunder shall be reduced on a pro rata basis in the same proportion as the fee
payable by the Fund under the Investment Advisory Agreement is reduced.

     6. MS Services shall bear the cost of rendering the administrative services
to be performed by it under this Agreement, and shall, at its own expense, pay
the compensation of the officers and employees, if any, of the Funds who are
also directors, officers or employees of MS Services, and provide


                                       -2-

such office space and equipment and such clerical and bookkeeping services as
each Fund shall reasonably require in the conduct of its business. MS Services
shall also bear the cost of heat, light, power and other utilities provided to
each Fund and the cost of out-of-pocket expenses incurred in the ordinary course
of providing services under this Agreement, such as telephone, fax, system
usage, internal controls assurance (such as a Statement on Auditing Standards
(SAS) No. 70 report), envelopes, postage and special delivery mail. Each Fund
shall reimburse MS Services for any extraordinary expenses and the expenses of
one or more independent pricing services, approved from time to time by the
Board of Directors of a Fund, to obtain securities prices in connection with
determining the net asset value of the Fund. The Fund will reimburse MS Services
for its share of the cost of such services based upon its actual use of the
services.

     7. MS Services will use its best efforts in the performance of
administrative activities on behalf of each Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, MS Services shall not be liable to the Fund or any of its
investors for any error of judgment or mistake of law or for any act or omission
by MS Services or for any losses sustained by the Fund or its investors.

     8. It is understood that any of the shareholders, Directors/Trustees,
officers and employees of the Fund may be a shareholder, director, officer or
employee of, or be otherwise interested in, MS Services, and in any person
controlling, controlled by or under common control with MS Services, and that MS
Services and any person controlling, controlled by or under common control with
MS Services may have an interest in the Fund. It is also understood that MS
Services and any affiliated persons thereof or any persons controlling,
controlled by or under common control with MS Services have and may have
advisory, management, administration service or other contracts with other
organizations and persons, and may have other interests and businesses, and
further may purchase, sell or trade any securities or commodities for their own
accounts or for the account of others for whom they may be acting.

     9. This Agreement shall continue unless terminated by either party by
written notice delivered to the other party within 30 days. In the event that
the Amended and Restated Investment Advisory Agreement between any Fund and the
Investment Adviser is terminated, this Agreement will automatically terminate
with respect to such Fund.

     10. This Agreement may be amended or modified by the parties in any manner
by written agreement executed by each of the parties hereto.

     11. This Agreement may be assigned by either party with the written consent
of the other party.

     12. This Agreement shall be construed and interpreted in accordance with
the laws of the State of New York.


                                       -3-

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on April 24, 2008 in New York, New 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 SERVICES COMPANY INC.


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


Attest:


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


                                   SCHEDULE A
                              MORGAN STANLEY FUNDS

                               AT JANUARY 15, 2009
                                 OPEN-END FUNDS

1.   Active Assets California Tax-Free Trust

2.   Active Assets Government Securities Trust

3.   Active Assets Institutional Government Securities Trust

4.   Active Assets Institutional Money Trust

5.   Active Assets Money Trust

6.   Active Assets Tax-Free Trust

7.   Morgan Stanley Balanced Fund

8.   Morgan Stanley California Tax-Free Daily Income Trust

9.   Morgan Stanley California Tax-Free Income Fund

10.  Morgan Stanley Capital Opportunities Trust

11.  Morgan Stanley Convertible Securities Trust

12.  Morgan Stanley Series Funds:

     -    Morgan Stanley Alternative Opportunities Fund

     -    Morgan Stanley Commodities Alpha Fund

     -    Morgan Stanley Commodities Alpha Fund (Cayman) Ltd.

     -    Morgan Stanley U.S. Multi-Cap Alpha Fund

13.  Morgan Stanley Dividend Growth Securities Inc.

14.  Morgan Stanley Equally-Weighted S&P Index Fund

15.  Morgan Stanley European Equity Fund Inc.

16.  Morgan Stanley Flexible Income Trust

17.  Morgan Stanley Focus Growth Fund

18.  Morgan Stanley Fundamental Value Fund


                                     Sch.A-1


19.  Morgan Stanley FX Series Fund:

     -    Morgan Stanley FX Alpha Plus Strategy Portfolio

     -    Morgan Stanley FX Alpha Strategy Portfolio

20.  Morgan Stanley Global Advantage Fund

21.  Morgan Stanley Global Dividend Growth Securities

22.  Morgan Stanley Global Infrastructure Fund

23.  Morgan Stanley Health Sciences Trust

24.  Morgan Stanley High Yield Securities Inc.

25.  Morgan Stanley Income Trust

26.  Morgan Stanley International Fund

27.  Morgan Stanley International Value Equity Fund

28.  Morgan Stanley Limited Duration Fund

29.  Morgan Stanley Limited Duration U.S. Government Trust

30.  Morgan Stanley Limited Term Municipal Trust

31.  Morgan Stanley Liquid Asset Fund Inc.

32.  Morgan Stanley Mid Cap Growth Fund

33.  Morgan Stanley Mid-Cap Value Fund

34.  Morgan Stanley Mortgage Securities Trust

35.  Morgan Stanley Natural Resource Development Securities Inc.

36.  Morgan Stanley New York Municipal Money Market Trust

37.  Morgan Stanley New York Tax-Free Income Fund

38.  Morgan Stanley Pacific Growth Fund Inc.

39.  Morgan Stanley Real Estate Fund

40.  Morgan Stanley Select Dimensions Investment Series

     (i)    Balanced Portfolio

     (ii)   Capital Growth Portfolio


                                     Sch.A-2

     (iii)  Capital Opportunities Portfolio

     (iv)   Dividend Growth Portfolio

     (v)    Equally-Weighted S&P 500 Portfolio

     (vi)   Flexible Income Portfolio

     (vii)  Focus Growth Portfolio

     (viii) Global Equity Portfolio

     (ix)   Global Infrastructure Portfolio

     (x)    Mid Cap Growth Portfolio

     (xi)   Money Market Portfolio

41.  Morgan Stanley Small-Mid Special Value Fund

42.  Morgan Stanley Special Growth Fund

43.  Morgan Stanley Special Value Fund

44.  Morgan Stanley Strategist Fund

45.  Morgan Stanley S&P 500 Index Fund

46.  Morgan Stanley Tax-Exempt Securities Trust

47.  Morgan Stanley Tax-Free Daily Income Trust

48.  Morgan Stanley Technology Fund

49.  Morgan Stanley U.S. Government Money Market Trust

50.  Morgan Stanley U.S. Government Securities Trust

51.  Morgan Stanley Value Fund

52.  Morgan Stanley Variable Investment Series

     (i)    Aggressive Equity Portfolio

     (ii)   Capital Opportunities Portfolio

     (iii)  Dividend Growth Portfolio

     (iv)   European Equity Portfolio

     (v)    Global Advantage Portfolio


                                     Sch.A-3


     (vi)   Global Dividend Growth Portfolio

     (vii)  Global Infrastructure Portfolio

     (viii) High Yield Portfolio

     (ix)   Income Builder Portfolio

     (x)    Income Plus Portfolio

     (xi)   Limited Duration Portfolio

     (xii)  Money Market Portfolio

     (xiii) S&P 500 Index Portfolio

     (xiv)  Strategist Portfolio

CLOSED-END FUNDS

53.  Morgan Stanley California Insured Municipal Income Trust

54.  Morgan Stanley California Quality Municipal Securities

55.  Morgan Stanley Income Securities Inc.

56.  Morgan Stanley Insured California Municipal Securities

57.  Morgan Stanley Insured Municipal Bond Trust

58.  Morgan Stanley Insured Municipal Income Trust

59.  Morgan Stanley Insured Municipal Securities

60.  Morgan Stanley Insured Municipal Trust

61.  Morgan Stanley Municipal Income Opportunities Trust

62.  Morgan Stanley Municipal Income Opportunities Trust II

63.  Morgan Stanley Municipal Income Opportunities Trust III

64.  Morgan Stanley Municipal Premium Income Trust

65.  Morgan Stanley New York Quality Municipal Securities

66.  Morgan Stanley Quality Municipal Income Trust

67.  Morgan Stanley Quality Municipal Investment Trust

68.  Morgan Stanley Quality Municipal Securities


                                     Sch.A-4


                                   SCHEDULE B

                      MORGAN STANLEY SERVICES COMPANY INC.

                         SCHEDULE OF ADMINISTRATIVE FEES

     Monthly compensation calculated daily by applying the following annual
rates to a fund's daily net assets. The fees set forth herein are subject to the
waivers and/or limitations for certain of the Funds described in Schedule A of
the Investment Advisory Agreement:

FIXED INCOME FUNDS                         0.080% of the daily net assets.

Morgan Stanley California Tax-Free Income Fund
Morgan Stanley Convertible Securities Trust
Morgan Stanley Flexible Income Trust
Morgan Stanley High Yield Securities Inc.
Morgan Stanley Income Trust
Morgan Stanley Limited Duration Fund
Morgan Stanley Limited Term Municipal Trust
Morgan Stanley Mortgage Securities Trust
Morgan Stanley New York Tax-Free Income Fund

Morgan Stanley Select Dimensions Investment Series:

     -    Flexible Income Portfolio

Morgan Stanley Series Fund:

     -    Morgan Stanley Commodities Alpha Fund

Morgan Stanley Tax-Exempt Securities Trust
Morgan Stanley U.S. Government Securities Trust

Morgan Stanley Variable Investment Series--

     -    High Yield Portfolio

     -    Income Plus Portfolio

     -    Limited Duration Portfolio


                                     Sch.B-1


EQUITY FUNDS                             0.080% of the daily net assets.

Morgan Stanley Balanced Fund

Morgan Stanley Capital Opportunities Trust

Morgan Stanley Dividend Growth Securities Inc.

Morgan Stanley Equally-Weighted S&P 500 Index Fund

Morgan Stanley European Equity Fund Inc.

Morgan Stanley Focus Growth Fund

Morgan Stanley Fundamental Value Fund

Morgan Stanley FX Series Funds:

     -    Morgan Stanley FX Alpha Plus Strategy Portfolio

     -    Morgan Stanley FX Alpha Strategy Portfolio

Morgan Stanley Global Advantage Fund

Morgan Stanley Global Dividend Growth Securities

Morgan Stanley Global Infrastructure Fund

Morgan Stanley Health Sciences Trust

Morgan Stanley International Fund

Morgan Stanley International Value Equity Fund

Morgan Stanley Mid Cap Growth Fund

Morgan Stanley Mid-Cap Value Fund

Morgan Stanley Natural Resource Development Securities Inc.

Morgan Stanley Pacific Growth Fund Inc.

Morgan Stanley Real Estate Fund

Morgan Stanley S&P 500 Index Fund

Morgan Stanley Select Dimensions Investment Series:


                                     Sch.B-2

     -    Balanced Portfolio

     -    Capital Growth Portfolio

     -    Capital Opportunities Portfolio

     -    Dividend Growth Portfolio

     -    Equally-Weighted S&P 500 Index Portfolio

     -    Focus Growth Portfolio

     -    Global Equity Portfolio

     -    Global Infrastructure Portfolio

     -    Mid Cap Growth Portfolio

Morgan Stanley Series Funds:

     -    Morgan Stanley Alternative Opportunities Fund

     -    Morgan Stanley U.S. Multi Cap Alpha Fund

Morgan Stanley Small-Mid Special Value Fund

Morgan Stanley Special Growth Fund

Morgan Stanley Special Value Fund

Morgan Stanley Strategist Fund

Morgan Stanley Technology Fund

Morgan Stanley Value Fund

Morgan Stanley Variable Investment Series--

     -    Aggressive Equity Portfolio

     -    Dividend Growth Portfolio

     -    European Equity Portfolio

     -    Global Advantage Portfolio

     -    Global Dividend Growth Portfolio

     -    Global Infrastructure Portfolio

     -    Income Builder Portfolio


                                     Sch.B-3

     -    S&P 500 Index Portfolio

     -    Strategist Portfolio

MONEY MARKET FUNDS                          0.050% of the daily net assets.

Active Assets Trusts:

     (1)  Active Assets California Tax-Free Trust

     (2)  Active Assets Government Securities Trust

     (3)  Active Assets Institutional Government Securities Trust

     (4)  Active Assets Institutional Money Trust

     (5)  Active Assets Money Trust

     (6)  Active Assets Tax-Free Trust

Morgan Stanley California Tax-Free Daily Income Trust

Morgan Stanley Liquid Asset Fund Inc.

Morgan Stanley New York Municipal Money Market Trust

Morgan Stanley Select Dimensions Investment Series --

     -    Money Market Portfolio

Morgan Stanley Tax-Free Daily Income Trust

Morgan Stanley U.S. Government Money Market Trust

Morgan Stanley Variable Investment Series --

     -    Money Market Portfolio

     Monthly compensation calculated weekly by applying the
following annual rates to a fund's weekly net assets:

CLOSED-END FUNDS                        0.080% of the average weekly net
                                        assets (including an amount up to the
                                        aggregate amount of any other
                                        borrowings).

Morgan Stanley California Insured Municipal Income Trust


                               Sch.B-4

Morgan Stanley California Quality Municipal Securities

Morgan Stanley Income Securities Inc.

Morgan Stanley Insured California Municipal Securities

Morgan Stanley Insured Municipal Bond Trust

Morgan Stanley Insured Municipal Income Trust

Morgan Stanley Insured Municipal Securities

Morgan Stanley Insured Municipal Trust

Morgan Stanley Municipal Income Opportunities Trust

Morgan Stanley Municipal Income Opportunities Trust II

Morgan Stanley Municipal Income Opportunities Trust III

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


                               Sch.B-5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>5
<FILENAME>audit.txt
<DESCRIPTION>AUDITORS LETTERS
<TEXT>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Morgan Stanley Quality Municipal Income Trust:

In planning and performing our audit of the financial
statements of Morgan Stanley Quality Municipal Income
Trust  (the Trust) as of and for the year ended
October 31, 2009, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States), we considered the Trust's internal
control over financial reporting, including controls
over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of
expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR,
but not for the purpose of expressing an opinion on
the effectiveness of the Trust's internal control
over financial reporting.  Accordingly, we express
no such opinion.

The management of the Trust is responsible for
establishing and maintaining effective internal control
over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management
are required to assess the expected benefits and
related costs of controls.  A fund's internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles.  A fund's
internal control over financial reporting includes those
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
fund are being made only in accordance with
authorizations of management and trustees of the fund;
and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized
acquisition, use, or disposition of a fund's assets
that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because of
changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees, in the
normal course of performing their assigned functions,
to prevent or detect misstatements on a timely basis.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility
that a material misstatement of the fund's annual or
interim financial statements will not be prevented
or detected on a timely basis.

Our consideration of the Trust's internal control
over financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that might be material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).  However, we noted
no deficiencies in the Trust's internal control over
financial reporting and its operation, including
controls for safeguarding securities, that we consider
to be a material weakness, as defined above, as of
October 31, 2009.

This report is intended solely for the information
and use of management and the Board of Trustees of
Morgan Stanley Quality Municipal Income Trust and the
Securities and Exchange Commission and is not
intended to be and should not be used by anyone other
than these specified parties.




/s/ Deloitte & Touche LLP
December 24, 2009
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>bylaws.txt
<DESCRIPTION>BY LAWS
<TEXT>
<PAGE>

                                     BY-LAWS

                                       OF

                  MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST

                    AMENDED AND RESTATED AS OF JUNE 19, 2009

                                    ARTICLE I

                                   DEFINITIONS

     The terms "Commission," "Declaration," "Distributor," "Investment Adviser,"
"Majority Shareholder Vote," "1940 Act," "Shareholder," "Shares," "Transfer
Agent," "Trust," "Trust Property," and "Trustees" have the respective meanings
given them in the Declaration of Trust of Morgan Stanley Quality Municipal
Income Trust dated March 12, 1992, as amended from time to time.

                                   ARTICLE II

                                     OFFICES

     Section 2.1. Principal Office. Until changed by the Trustees, the principal
office of the Trust in the Commonwealth of Massachusetts shall be in the City of
Boston, County of Suffolk.

     Section 2.2. Other Offices. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and without
the Commonwealth as the Trustees may from time to time designate or the business
of the Trust may require.

                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

     Section 3.1. Place of Meetings. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees and stated in the notice of such
meeting.

     Section 3.2. Annual Meetings. An annual meeting of Shareholders, at which
the Shareholders shall elect Trustees and transact such other business as may
properly come before the meeting, shall be held on such day of each calendar
year as shall be designated by the Board of Trustees and at the time stated in
the notice of meeting.

     Section 3.3. Special Meetings. Special meetings of Shareholders of the
Trust shall be held whenever called by the Chairman, a majority of the Board of
Trustees or the President of the Trust. Special meetings of Shareholders shall
also be called by the Secretary: (i) with respect to matters not requiring
voting by the Common Shareholders and the Preferred Shareholders voting as
separate classes, upon the written request of the holders of Shares entitled to
vote not less than a majority of all the votes entitled to be cast at such
meeting; (ii) with respect to matters requiring voting by the Common
Shareholders and the Preferred Shareholders voting as separate classes, upon the
written request of not less than a majority of the outstanding Common Shares and
not less than the percentage of the Preferred Shares as set forth in the
designation pursuant to Section 6.1 of the Declaration of Trust each voting as

<PAGE>

separate classes; or (iii) in the case of a meeting for the purpose of voting on
the removal of any Trustee or Trustees, upon written request of the class of
Shareholders entitled to vote on the removal of such Trustee or Trustees holding
in the aggregate not less than 10% of the outstanding shares of such class. Any
written request for a special meeting shall state the purpose or purposes of
such meeting and the matters proposed to be acted on thereat. The Secretary
shall inform such Shareholders of the reasonable estimated cost of preparing and
mailing such notice of the meeting, and, upon payment to the Trust of such
costs, the Secretary shall give notice stating the purpose or purposes of the
meeting to all Shareholders entitled to vote at such meeting and each other
Shareholder entitled to notice of the meeting. No special meeting need be called
upon the request of the holders of Shares entitled to cast less than a majority
of all votes entitled to be cast at such meeting, to consider any matter which
is substantially the same as a matter voted upon at any special meeting of
Shareholders held during the preceding twelve months.

     Section 3.4. Notice of Meetings. Written or printed notice of every
Shareholders' meeting stating the place, date, and purpose or purposes thereof,
shall be given by the Secretary not less than ten (10) nor more than ninety (90)
days before such meeting to each Shareholder entitled to vote at such meeting,
and each other Shareholder entitled to notice of the meeting. Such notice shall
be deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Shareholder at his address as it appears on the records of the
Trust.

     Section 3.5. Quorum and Adjournment of Meetings. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders, the holders of a majority of the Shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum for the transaction of business. In the
absence of a quorum, the chairman of the meeting or the Shareholders present or
represented by proxy and entitled to vote thereat shall have the power to
adjourn the meeting from time to time. The Shareholders present in person or
represented by proxy at any meeting and entitled to vote thereat also shall have
the power to adjourn the meeting from time to time if the vote required to
approve or reject any proposal described in the original notice of such meeting
is not obtained (with proxies being voted for or against adjournment consistent
with the votes for and against the proposal for which the required vote has not
been obtained). The affirmative vote of the holders of a majority of the Shares
then present in person or represented by proxy shall be required to adjourn any
meeting. Any adjourned meeting may be reconvened without further notice or
change in record date. At any reconvened meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally called.

     Section 3.6. Voting Rights, Proxies. At each meeting of Shareholders, each
holder of record of Shares entitled to vote thereat shall be entitled to one
vote in person or by proxy for each Share of beneficial interest of the Trust
and for the fractional portion of one vote for each fractional Share entitled to
vote so registered in his or her name on the records of the Trust on the date
fixed as the record date for the determination of Shareholders entitled to vote
at such meeting. Without limiting the manner in which a Shareholder may
authorize another person or persons to act for such Shareholder as proxy
pursuant hereto, the following shall constitute a valid means by which a
Shareholder may grant such authority:

          (i) A Shareholder may execute a writing authorizing another person or
     persons to act for such Shareholder as proxy. Execution may be accomplished
     by the Shareholder or such Shareholder's authorized officer, director,
     employee, attorney-in-fact or another agent signing such writing or causing
     such person's signature to be affixed to such writing by any reasonable
     means including, but not limited to, by facsimile or telecopy signature. No
     written evidence of authority of a Shareholder's authorized officer,
     director, employee, attorney-in-fact or other agent shall be required; and


                                      -2-
<PAGE>

          (ii) A Shareholder may authorize another person or persons to act for
     such Shareholder as proxy by transmitting or authorizing the transmission
     of a telegram or cablegram or by other means of telephonic, electronic or
     computer transmission to the person who will be the holder of the proxy or
     to a proxy solicitation firm, proxy support service organization or like
     agent duly authorized by the person who will be the holder of the proxy to
     receive such transmission, provided that any such telegram or cablegram or
     other means of telephonic, electronic or computer transmission must either
     set forth or be submitted with information from which it can be determined
     that the telegram, cablegram or other transmission was authorized by the
     Shareholder.

No proxy shall be valid after eleven months from its date, unless otherwise
provided in the proxy. At all meetings of Shareholders, unless the voting is
conducted by inspectors, all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting. In determining whether a telegram,
cablegram or other electronic transmission is valid, the chairman or inspector,
as the case may be, shall specify the information upon which he or she relied.
Pursuant to a resolution of a majority of the Trustees, proxies may be solicited
in the name of one or more Trustees or Officers of the Trust. Proxy
solicitations may be made in writing or by using telephonic or other electronic
solicitation procedures that include appropriate methods of verifying the
identity of the Shareholder and confirming any instructions given thereby.

     Section 3.7. Vote Required. Except as otherwise provided by law, by the
Declaration of Trust, these By-Laws or resolution of the Trustees specifying a
greater or lesser vote required for the transaction of any item of business at
any meeting of Shareholders, at each meeting of Shareholders at which a quorum
is present, all matters shall be decided by the vote of a majority of the Shares
present in person or represented by proxy and entitled to vote, provided,
however, that with respect to any matter required to be voted on separately by
class of Shares the matter shall be decided by the vote of a majority of the
Shares so present or represented and entitled to vote on the subject matter.

     Section 3.8. Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the request
of any Shareholder or his proxy shall, appoint Inspectors of Election of the
meeting. In case any person appointed as Inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Trustees in
advance of the convening of the meeting or at the meeting by the person acting
as chairman. The Inspectors of Election shall determine the number of Shares
outstanding, the Shares represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies, shall receive votes, ballots
or consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all votes
or consents, determine the results, and do such other acts as may be proper to
conduct the election or vote with fairness to all Shareholders. On request of
the chairman of the meeting, or of any Shareholder or his proxy, the Inspectors
of Election shall make a report in writing of any challenge or question or
matter determined by them and shall execute a certificate of any facts found by
them.

     Section 3.9. Inspection of Books and Records. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as are
granted to Shareholders under Section 32 of the Business Corporation Law of the
Commonwealth of Massachusetts.

     Section 3.10. Action by Shareholders Without Meeting. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such


                                      -3-
<PAGE>

consents are filed with the records of the Trust. Such consent shall be treated
for all purposes as a vote taken at a meeting of Shareholders.

     Section 3.11. Presence at Meetings. Presence at meetings of shareholders
requires physical attendance by the shareholder or his or her proxy at the
meeting site and does not encompass attendance by telephonic or other electronic
means.

     Section 3.12. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman, or if he is not present, by
the President, or if he is not present, by a Vice-President, or if none of them
is present, by a chairman to be elected at the meeting. The Secretary of the
Trust, if present, shall act as a Secretary of such meeting, or if he is not
present, an Assistant Secretary shall so act; if neither the Secretary nor the
Assistant Secretary is present, a Secretary shall be elected at the meeting. The
order of business and all other matters of procedure at any meeting of
Shareholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations and procedures and take such
action as, in the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a) restricting admission
to the time set for the commencement of the meeting; (b) limiting attendance at
the meeting to Shareholders of record of the Trust, their duly authorized
proxies and other such individuals as the chairman of the meeting may determine;
(c) limiting participation at the meeting on any matter to Shareholders of
record of the Trust entitled to vote on such matter, their duly authorized
proxies and other such individuals as the chairman of the meeting may determine;
(d) limiting the time allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f) removing any Shareholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting. Unless otherwise determined by the chairman of the meeting, meetings of
Shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

     Section 3.13. Advance Notice of Shareholder Nominees for Trustee and Other
Shareholder Proposals.

     (a) The matters to be considered and brought before any annual or special
meeting of Shareholders of the Trust shall be limited to only such matters,
including the nomination and election of Trustees, as shall be brought properly
before such meeting in compliance with the procedures set forth in this Section
3.13.

     (b) For any matter to be properly before any annual meeting of
Shareholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Trustees; (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Trustees; or
(iii) brought before the annual meeting in the manner specified in this Section
3.13 by a Shareholder of record both at the time of the giving of notice
provided for in this Section 3.13 and at the time of the meeting, or a
Shareholder (a "Nominee Holder") that holds voting securities entitled to vote
at meetings of Shareholders through a nominee or "street name" holder of record
and can demonstrate to the Trust such indirect ownership and such Nominee
Holder's entitlement to vote such securities, and is a Nominee Holder at both
the time of the giving of notice provided for in this Section 3.13 and at the
time of the meeting. In addition to any other requirements under applicable law
and the Declaration and By-Laws of the Trust, persons nominated by Shareholders
for election as Trustees of the Trust and any other proposals by Shareholders
shall be properly brought before the meeting only if notice of any such matter
to be presented by a Shareholder at such meeting of Shareholders (the
"Shareholder Notice") shall be delivered to the Secretary of the Trust at the
principal executive office of the Trust not less than sixty (60) nor more than
ninety (90) days prior to the first anniversary date of the annual meeting for
the preceding


                                      -4-
<PAGE>

year; provided, however, that, if and only if the annual meeting is not
scheduled to be held within a period that commences thirty (30) days before such
anniversary date and ends thirty (30) days after such anniversary date (an
annual meeting date outside such period being referred to herein as an "Other
Annual Meeting Date"), such Shareholder Notice shall be given in the manner
provided herein by the later of the close of business on (i) the date sixty (60)
days prior to such Other Annual Meeting Date or (ii) the tenth (10th) day
following the date such Other Annual Meeting Date is first publicly announced or
disclosed. Any Shareholder desiring to nominate any person or persons (as the
case may be) for election as a Trustee or Trustees of the Trust shall deliver,
as part of such Shareholder Notice: (i) a statement in writing setting forth (A)
the name of the person or persons to be nominated, (B) the number and class of
all shares of each class of Shares of the Trust owned of record and beneficially
by each such person, as reported to such Shareholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
Rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Trust), (D) whether such
Shareholder believes any nominee will be an "interested person" of the Trust (as
defined in the 1940 Act), and, if not an "interested person", information
regarding each nominee that will be sufficient for the Trust to make such
determination, and (E) the number and class of all Shares of each class of
Shares of the Trust owned of record and beneficially by such Shareholder; (ii)
each such person's signed consent to serve as a Trustee of the Trust if elected,
such Shareholder's name and address; and (iii) in the case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of Shareholders. Any Shareholder
who gives a Shareholder Notice of any matter proposed to be brought before the
meeting (not involving nominees for Trustee) shall deliver, as part of such
Shareholder Notice, the text of the proposal to be presented and a brief written
statement of the reasons why such Shareholder favors the proposal and setting
forth such Shareholder's name and address, the number and class of all Shares of
each class of Shares of the Trust owned of record and beneficially by such
Shareholder, if applicable, any material interest of such Shareholder in the
matter proposed (other than as a Shareholder) and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of Shareholders. As used herein,
shares "beneficially owned" shall mean all Shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

     Notwithstanding anything in this Section 3.13 to the contrary, in the event
that the number of Trustees to be elected to the Board of Trustees of the Trust
is increased and either all of the nominees for Trustee or the size of the
increased Board of Trustees are not publicly announced or disclosed by the Trust
at least seventy (70) days prior to the first anniversary of the preceding
year's annual meeting, a Shareholder Notice shall also be considered timely
hereunder, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary of the Trust at the
principal executive office of the Trust not later than the close of business on
the tenth (10th) day following the first date all of such nominees or the size
of the increased Board of Trustees shall have been publicly announced or
disclosed.

     (c) Only such matters shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting. Nominations of individuals for election to the Board
of Trustees may be made at a special meeting of Shareholders at which Trustees
are to be elected (i) pursuant to the Trust's notice of meeting, (ii) by or at
the direction of the Board of Trustees or (iii) provided that the Board of
Trustees has determined that Trustees shall be elected at such special meeting,
by any Shareholder of the Trust who is a Shareholder of record both at the time
of giving of notice provided for in this Section 3.13 and at the time of the
special meeting, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 3.13, or a Nominee Holder that
holds voting securities entitled to vote at meetings of Shareholders through a
nominee or


                                      -5-
<PAGE>

"street name" holder of record and can demonstrate to the Trust such indirect
ownership and such Nominee Holder's entitlement to vote such securities, and is
a Nominee Holder both at the time of giving of notice provided for in this
Section 3.13 and at the time of the Special Meeting, and who is entitled to vote
at the meeting and has complied with the notice procedures set forth in this
Section 3.13. In the event the Trust calls a special meeting of Shareholders for
the purpose of electing one or more Trustees to the Board of Trustees, any
Shareholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Trust's notice of meeting, if the
Shareholder Notice required by clause (b) of this Section 3.13 hereof shall be
delivered to the Secretary of the Trust at the principal executive office of the
Trust not later than the close of business on the tenth (10th) day following the
day on which the date of the special meeting and of the nominees proposed by the
Board of Trustees to be elected at such meeting is publicly announced or
disclosed.

     (d) For purposes of this Section 3.13, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Trust with the
Securities and Exchange Commission.

     (e) In no event shall the adjournment of an annual or special meeting, or
any announcement thereof, commence a new period for the giving of notice as
provided in this Section 3.13. This Section 3.13 shall not apply to Shareholder
proposals made pursuant to Rule 14a-8 under the Exchange Act.

     (f) The person presiding at any meeting of Shareholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 3.13 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.

                                   ARTICLE IV

                                    TRUSTEES

     Section 4.1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or special meetings of the Trustees. Regular meetings of the
Trustees may be held at such time and place as shall be determined from time to
time by the Trustees without further notice. Special meetings of the Trustees
may be called at any time by the President and shall be called by the President
or the Secretary upon the written request of any two (2) Trustees.

     Section 4.2. Notice of Special Meetings. Notice of special meetings of the
Trustees, stating the place, date and time thereof, shall be given not less than
two (2) days before such meeting to each Trustee, personally, by telegram, by
mail, by electronic transmission, by telephone or by leaving such notice at his
place of residence or usual place of business. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Trustee at his address as it appears on the records of the
Trust. Subject to the provisions of the 1940 Act, notice or waiver of notice
need not specify the purpose of any special meeting.

     Section 4.3. Telephone Meetings. Subject to the provisions of the 1940 Act,
any Trustee, or any member or members of any committee designated by the
Trustees, may participate in a meeting of the Trustees, or any such committee,
as the case may be, by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation in a meeting by these means constitutes presence in
person at the meeting.


                                      -6-
<PAGE>

     Section 4.4. Quorum, Voting and Adjournment of Meetings. At all meetings of
the Trustees, one-third of the Trustees then in office shall be requisite to and
shall constitute a quorum for the transaction of business. If a quorum is
present, the affirmative vote of a majority of the Trustees present shall be the
act of the Trustees, unless the concurrence of a greater proportion is expressly
required for such action by law, the Declaration or these By-Laws. If at any
meeting of the Trustees there be less than a quorum present, the Trustees
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall have been obtained.

     Section 4.5. Action by Trustees Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of the Trustees may be taken without a meeting if a unanimous consent
setting forth the action is given in writing or by electronic transmission by
each Trustee and such consent is filed with the minutes of proceedings of the
Trustees.

     Section 4.6. Expenses and Fees. Each Trustee may be allowed expenses, if
any, for attendance at each regular or special meeting of the Trustees, and each
Trustee who is not an officer or employee of the Trust or of its investment
manager or underwriter or of any corporate affiliate of any of said persons
shall receive for services rendered as a Trustee of the Trust such compensation
as may be fixed by the Trustees. Nothing herein contained shall be construed to
preclude any Trustee from serving the Trust in any other capacity and receiving
compensation therefor.

     Section 4.7. Execution of Instruments and Documents and Signing of Checks
and Other Obligations and Transfers. All instruments, documents and other papers
shall be executed in the name and on behalf of the Trust and all checks, notes,
drafts and other obligations for the payment of money by the Trust shall be
signed, and all transfer of securities standing in the name of the Trust shall
be executed, by the Chairman, the President, any Vice President or the Treasurer
or by any one or more officers or agents of the Trust as shall be designated for
that purpose by vote of the Trustees; notwithstanding the above, nothing in this
Section 4.7 shall be deemed to preclude the electronic authorization, by
designated persons, of the Trust's Custodian (as described herein in Section
9.1) to transfer assets of the Trust, as provided for herein in Section 9.1.

     Section 4.8. Indemnification of Trustees, Officers, Employees and Agents.
(a) The Trust shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Trust) by reason of the fact that he is or
was a Trustee, officer, employee, or agent of the Trust. The indemnification
shall be against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by him in
connection with the action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     (b) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or on behalf of the Trust to obtain a judgment or decree in its favor by
reason of the fact that he is or was a Trustee, officer, employee, or agent of
the Trust. The indemnification shall be against expenses, including attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, if he acted


                                      -7-
<PAGE>

in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust; except that no indemnification shall be made in
respect of any claim, issue, or matter as to which the person has been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Trust, except to the extent that the court in which the action or suit was
brought, or a court of equity in the county in which the Trust has its principal
office, determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for those expenses which the court shall deem
proper, provided such Trustee, officer, employee or agent is not adjudged to be
liable by reason of his willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

     (c) To the extent that a Trustee, officer, employee, or agent of the Trust
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsection (a) or (b) or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.

     (d) (1) Unless a court orders otherwise, any indemnification under
subsections (a) or (b) of this section may be made by the Trust only as
authorized in the specific case after a determination that indemnification of
the Trustee, officer, employee, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) or
(b).

          (2) The determination shall be made:

               (i) By the Trustees, by a majority vote of a quorum which
          consists of Trustees who were not parties to the action, suit or
          proceeding; or

               (ii) If the required quorum is not obtainable, or if a quorum of
          disinterested Trustees so directs, by independent legal counsel in a
          written opinion; or

               (iii) By the Shareholders.

          (3) Notwithstanding any provision of this Section 4.8, no person shall
     be entitled to indemnification for any liability, whether or not there is
     an adjudication of liability, arising by reason of willful misfeasance, bad
     faith, gross negligence, or reckless disregard of duties as described in
     Section 17(h) and (i) of the Investment Company Act of 1940 ("disabling
     conduct"). A person shall be deemed not liable by reason of disabling
     conduct if, either:

               (i) a final decision on the merits is made by a court or other
          body before whom the proceeding was brought that the person to be
          indemnified ("indemnitee") was not liable by reason of disabling
          conduct; or

               (ii) in the absence of such a decision, a reasonable
          determination, based upon a review of the facts, that the indemnitee
          was not liable by reason of disabling conduct, is made by either:

                    (A) a majority of a quorum of Trustees who are neither
               "interested persons" of the Trust, as defined in Section 2(a)(19)
               of the Investment Company Act of 1940, nor parties to the action,
               suit or proceeding, or

                    (B) an independent legal counsel in a written opinion.


                                      -8-
<PAGE>

     (e) Expenses, including attorneys' fees, incurred by a Trustee, officer,
employee or agent of the Trust in defending a civil or criminal action, suit or
proceeding may be paid by the Trust in advance of the final disposition thereof
if:

          (1) authorized in the specific case by the Trustees; and

          (2) the Trust receives an undertaking by or on behalf of the Trustee,
     officer, employee or agent of the Trust to repay the advance if it is not
     ultimately determined that such person is entitled to be indemnified by the
     Trust; and

          (3) either:

               (i) such person provides a security for his undertaking, or

               (ii) the Trust is insured against losses by reason of any lawful
          advances, or

               (iii) a determination, based on a review of readily available
          facts, that there is reason to believe that such person ultimately
          will be found entitled to indemnification, is made by either:

                    (A) a majority of a quorum which consists of Trustees who
               are neither "interested persons" of the Trust, as defined in
               Section 2(a)(19) of the 1940 Act, nor parties to the action, suit
               or proceeding, or

                    (B) an independent legal counsel in a written opinion.

     (f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of Shareholders or disinterested Trustees or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding the office, and shall continue as to a person who has ceased to be
a Trustee, officer, employee, or agent and inure to the benefit of the heirs,
executors and administrators of such person; provided that no person may satisfy
any right of indemnity or reimbursement granted herein or to which he may be
otherwise entitled except out of the property of the Trust, and no Shareholder
shall be personally liable with respect to any claim for indemnity or
reimbursement or otherwise.

     (g) The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee, or agent of the Trust, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such. However, in no event will the Trust purchase
insurance to indemnify any officer or Trustee against liability for any act for
which the Trust itself is not permitted to indemnify him.

     (h) Nothing contained in this Section shall be construed to protect any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

     Section 4.9. Selection and Nomination of Non-Interested Trustees. Subject
to approval by a majority of the Trustees of the Trust, the Trustees of the
Trust who are not interested persons of the Trust (as that term is defined in
the 1940 Act) shall select and nominate the Trustees of the Trust who are not
interested persons of the Trust.


                                      -9-
<PAGE>

                                    ARTICLE V

                                   COMMITTEES

     Section 5.1. Executive and Other Committees. The Trustees, by resolution
adopted by a majority of the Trustees, may designate an Executive Committee
and/or committees, each committee to consist of one (1) or more of the Trustees
of the Trust and may delegate to such committees, in the intervals between
meetings of the Trustees, any or all of the powers of the Trustees in the
management of the business and affairs of the Trust. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a Trustee to act in place
of such absent member. Each such committee shall keep a record of its
proceedings.

     The Executive Committee and any other committee shall fix its own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.

     All actions of the Executive Committee shall be reported to the Trustees at
the meeting thereof next succeeding to the taking of such action.

     Section 5.2. Advisory Committee. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investment shall be purchased, sold or otherwise disposed of
by the Trust. The number of persons constituting any such advisory committee
shall be determined from time to time by the Trustees. The members of any such
advisory committee may receive compensation for their services and may be
allowed such fees and expenses for the attendance at meetings as the Trustees
may from time to time determine to be appropriate.

     Section 5.3. Committee Action Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of any Committee of the Trustees appointed pursuant to Section 5.1 of
these By-Laws may be taken without a meeting if a unanimous consent setting
forth the action is given in writing or by electronic transmission by each
member of the Committee and such consent is filed with the records of the
proceedings of the Committee.

                                   ARTICLE VI

                                    OFFICERS

     Section 6.1. Executive Officers. The executive officers of the Trust shall
be a Chairman, a Principal Executive Officer, a President, a Chief Financial
Officer, one or more Vice Presidents, a Secretary and a Treasurer. The Chairman
shall be selected from among the Trustees but none of the other executive
officers need be a Trustee. Two or more offices, except those of President and
any Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity. The
executive officers, and other officers, of the Trust shall be elected annually
by the Trustees and each executive officer so elected shall hold office until
his or her successor is elected and has qualified.

     Section 6.2. Other Officers and Agents. The Trustees may also elect one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers
and may elect, or may delegate to the


                                      -10-
<PAGE>

Chairman the power to appoint, such other officers and agents as the Trustees
shall at any time or from time to time deem advisable.

     Section 6.3. Term and Removal and Vacancies. Each officer of the Trust
shall hold office for a term of one year or until his or her successor is
elected and has qualified. Any officer or agent of the Trust may be removed by
the Trustees whenever, in their judgment, the best interests of the Trust will
be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.

     Section 6.4. Compensation of Officers. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the Chairman to the
extent provided by the Trustees with respect to officers appointed by the
Chairman.

     Section 6.5. Powers and Duties. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to these
By-Laws or, to the extent not so provided, as may be prescribed by the Trustees;
provided that no rights of any third party shall be affected or impaired by any
such By-Law or resolution of the Trustees unless such third party has knowledge
thereof.

     Section 6.6. The Chairman. The Chairman shall preside at all meetings of
the Shareholders and of the Trustees and shall perform such other duties as the
Trustees may from time to time prescribe.

     Section 6.7. The President. The President shall have general and active
management of the business of the Trust. He or she shall see that all orders and
resolutions of the Board of Trustees are carried into effect. He or she shall
have such other duties as may be prescribed from time to time by the Board of
Trustees. The President shall be authorized to delegate to one or more Vice
Presidents such of his or her powers and duties at such times and in such manner
as he or she may deem advisable.

     Section 6.8. The Principal Executive Officer. The Principal Executive
Officer shall be considered the principal executive officer of the Trust for
purposes of Section 6 of the Securities Act of 1933, as amended, and shall have
the responsibility conferred upon the principal executive officer of an issuer
under the Sarbanes-Oxley Act of 2002.

     Section 6.9. The Vice Presidents. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by the
Trustees. The Vice President, or, if there shall be more than one, the Vice
Presidents in such order as may be determined from time to time by the Trustees
or the Chairman, shall, in the absence or disability of the President, exercise
the powers and perform the duties of the President, and shall perform such other
duties as the Trustees or the Chairman may from time to time prescribe.

     Section 6.10. The Assistant Vice Presidents. The Assistant Vice President,
or, if there shall be more than one, the Assistant Vice Presidents in such order
as may be determined from time to time by the Trustees or the Chairman, shall
perform such duties and have such powers as may be assigned them from time to
time by the Trustees or the Chairman.

     Section 6.11. The Secretary. The Secretary shall attend all meetings of the
Trustees and all meetings of the Shareholders and record all the proceedings of
the meetings of the Shareholders and of the Trustees in a book to be kept for
that purpose, and shall perform like duties for the standing committees when
required. He or she shall give, or cause to be given, notice of all meetings of
the Shareholders and special meetings of the Trustees, and shall perform such
other duties and have such powers as the Trustees or the Chairman may from time
to time prescribe. He or she shall keep in safe


                                      -11-
<PAGE>

custody the seal of the Trust and affix or cause the same to be affixed to any
instrument requiring it, and, when so affixed, it shall be attested by his or
her signature or by the signature of an Assistant Secretary.

     Section 6.12. The Assistant Secretaries. The Assistant Secretary, or, if
there shall be more than one, the Assistant Secretaries in such order as may be
determined from time to time by the Trustees or the Chairman, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such duties and have such other powers
as the Trustees or the Chairman may from time to time prescribe.

     Section 6.13. The Treasurer. The Treasurer shall perform such duties as the
Board of Trustees or the President may from time to time prescribe.

     Section 6.14. The Assistant Treasurers. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in such order as may be
determined from time to time by the Trustees or the Chairman, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Trustees or the Chairman may from time to time prescribe.

     Section 6.15. The Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Trust, and he or she shall render to the
Trustees and the President, whenever any of them require it, an account of his
or her transactions as Chief Financial Officer and of the financial condition of
the Trust, and he or she shall perform such other duties as the Trustees or the
President may from time to time prescribe. He or she shall be considered the
principal financial officer of the Trust for purposes of Section 6 of the
Securities Act of 1933, as amended, and shall have the responsibility conferred
upon the principal financial officer of an issuer under the Sarbanes-Oxley Act
of 2002.

     Section 6.16. Delegation of Duties. Whenever an officer is absent or
disabled, or whenever for any reason the Trustees may deem it desirable, the
Trustees may delegate the powers and duties of an officer or officers to any
other officer or officers or to any Trustee or Trustees.

                                   ARTICLE VII

                           DIVIDENDS AND DISTRIBUTIONS

     Subject to any applicable provisions of law and the Declaration, dividends
and distributions upon the Shares may be declared at such intervals as the
Trustees may determine, in cash, in securities or other property, or in Shares,
from any sources permitted by law, all as the Trustees shall from time to time
determine.

     Inasmuch as the computation of net income and net profits from the sales of
securities or other properties for federal income tax purposes may vary from the
computation thereof on the records of the Trust, the Trustees shall have power,
in their discretion, to distribute as income dividends and as capital gain
distributions, respectively, amounts sufficient to enable the Trust to avoid or
reduce liability for federal income taxes.


                                      -12-
<PAGE>

                                  ARTICLE VIII

                             CERTIFICATES OF SHARES

     Section 8.1. Certificates of Shares. Subject to the authority of the Board
of Trustees to cause some or all of the Shares of any series or class of Shares
to be issued without certificates, each Shareholder of the Trust shall be
entitled to a certificate or certificates for the full number of Shares of the
Trust owned by him.

     Certificates for Shares of each series or class of Shares shall be in such
form and of such design as the Trustees shall approve, subject to the right of
the Trustees to change such form and design at any time or from time to time,
and shall be entered in the records of the Trust as they are issued. Each such
certificate shall bear a distinguishing number; shall exhibit the holder's name
and certify the number of full Shares owned by such holder; shall be signed by
or in the name of the Trust by the President, or a Vice President, and
countersigned by the Secretary or an Assistant Secretary or the Treasurer and an
Assistant Treasurer of the Trust; and shall contain such recitals as may be
required by law. Where any certificate is signed by a Transfer Agent or by a
Registrar, the signature of such officers may be facsimile, printed or engraved.
The Trust may, at its option, determine not to issue a certificate or
certificates to evidence Shares owned of record by any Shareholder.

     In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Trust, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Trust, such certificate or certificates shall,
nevertheless, be adopted by the Trust and be issued and delivered as though the
person or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall appear therein had not ceased to be such officer
or officers of the Trust.

     No certificate shall be issued for any share until such share is fully
paid.

     Section 8.2. Lost, Stolen, Destroyed and Mutilated Certificates. The
Trustees may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Trust alleged to have
been lost, stolen or destroyed, upon satisfactory proof of such loss, theft, or
destruction; and the Trustees may, in their discretion, require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give to
the Trust and to such Registrar, Transfer Agent and/or Transfer Clerk as may be
authorized or required to countersign such new certificate or certificates, a
bond in such sum and of such type as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be against
them or any of them on account of or in connection with the alleged loss, theft
or destruction of any such certificate.

                                   ARTICLE IX

                                    CUSTODIAN

     Section 9.1. Appointment and Duties. The Trust shall at times employ a bank
or trust company having capital, surplus and undivided profits of at least five
million dollars ($5,000,000) as custodian with authority as its agent, but
subject to such restrictions, limitations and other requirements, if any, as may
be contained in these By-Laws and the 1940 Act:

          (1) to receive and hold the securities owned by the Trust and deliver
     the same upon written or electronically transmitted order;


                                      -13-
<PAGE>

          (2) to receive and receipt for any moneys due to the Trust and deposit
     the same in its own banking department or elsewhere as the Trustees may
     direct;

          (3) to disburse such funds upon orders or vouchers;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.

     The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees.

     Section 9.2. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust.

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice of the time, place or purpose of any meeting of
Shareholders, Trustees, or of any committee is required to be given in
accordance with law or under the provisions of the Declaration or these By-Laws,
a waiver thereof in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting of Shareholders, Trustees
or committee, as the case may be, in person, shall be deemed equivalent to the
giving of such notice to such person.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.1. Location of Books and Records. The books and records of the
Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.

     Section 11.2. Record Date. The Trustees may fix in advance a date as the
record date for the purpose of determining the Shareholders entitled to (i)
receive notice of, or to vote at, any meeting of Shareholders, or (ii) receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of Shareholders for any other proper purpose. The record date, in
any case, shall not be more than one hundred eighty (180) days, and in the case
of a meeting of Shareholders not less than ten (10) days, prior to the date on
which such meeting is to be held or the date on which such other particular
action requiring determination of Shareholders is to be taken, as the case may
be. In the case of a meeting of Shareholders, the meeting date set forth in the
notice to Shareholders accompanying the proxy statement shall be the date used
for purposes of calculating the 180 day or 10 day period, and any


                                      -14-
<PAGE>

adjourned meeting may be reconvened without a change in record date. In lieu of
fixing a record date, the Trustees may provide that the transfer books shall be
closed for a stated period but not to exceed, in any case, twenty (20) days. If
the transfer books are closed for the purpose of determining Shareholders
entitled to notice of a vote at a meeting of Shareholders, such books shall be
closed for at least ten (10) days immediately preceding the meeting.

     Section 11.3. Seal. The Trustees shall adopt a seal, which shall be in such
form and shall have such inscription thereon as the Trustees may from time to
time provide. The seal of the Trust may be affixed to any document, and the seal
and its attestation may be lithographed, engraved or otherwise printed on any
document with the same force and effect as if it had been imprinted and attested
manually in the same manner and with the same effect as if done by a
Massachusetts business corporation under Massachusetts law.

     Section 11.4. Fiscal Year. The fiscal year of the Trust shall end on such
date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time to
time.

     Section 11.5. Orders for Payment of Money. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer or
officers or such other person or persons as the Trustees may from time to time
designate, or as may be specified in or pursuant to the agreement between the
Trust and the bank or trust company appointed as Custodian of the securities and
funds of the Trust.

                                   ARTICLE XII

                       COMPLIANCE WITH FEDERAL REGULATIONS

     The Trustees are hereby empowered to take such action as they may deem to
be necessary, desirable or appropriate so that the Trust is or shall be in
compliance with any federal or state statute, rule or regulation with which
compliance by the Trust is required.

                                  ARTICLE XIII

                                   AMENDMENTS

     These By-Laws may be amended, altered, or repealed, or new By-Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees; provided,
however, that no By-Law may be amended, adopted or repealed by the Trustees if
such amendment, adoption or repeal requires, pursuant to law, the Declaration,
or these By-Laws, a vote of the Shareholders. The Trustees shall in no event
adopt By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the
Declaration.

                                   ARTICLE XIV

                              DECLARATION OF TRUST

     The Declaration of Trust establishing Morgan Stanley Quality Municipal
Income Trust, dated March 12, 1992, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Morgan Stanley Quality
Municipal Income Trust 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 Morgan Stanley


                                      -15-
<PAGE>

Quality Municipal Income Trust 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 said Morgan
Stanley Quality Municipal Income Trust, but the Trust Estate only shall be
liable.


                                      -16-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>investmentadvisoryagreement.txt
<DESCRIPTION>ADVISORY AGREEMENT
<TEXT>
                              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);

                                   WITNESSETH

     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 New York, New 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:
<TABLE>
<s>					  <c>				  <c>

                                            EFFECTIVE DATE OF AGREEMENT
                                            AND ANY AMENDMENTS ENTERED
           FIXED INCOME FUNDS                INTO PRIOR TO MAY 1, 2004                      INVESTMENT ADVISORY FEE
           ------------------             -------------------------------  ---------------------------------------------------------
Morgan Stanley California Tax- Free       05/31/97, as amended on          0.47% of the portion of the daily net assets not
   Income Fund                            04/30/98                         exceeding $500 million; 0.445% of the portion of the
                                                                           daily net assets exceeding $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 Securities     05/31/97                         0.52% of the portion of the daily net assets not
   Trust                                                                   exceeding $750 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 Securities Trust  05/31/97, as amended on          0.47% of the portion of the daily net assets not
                                          04/30/98                         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 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
           FIXED INCOME FUNDS                INTO 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 Trust      05/31/97, as amended on          0.32% of the daily net assets.
                                          04/30/98

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

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

Morgan Stanley New York Tax- Free         05/31/97, as amended on          0.47% of the portion of the daily net assets not
   Income Fund                            04/30/98                         exceeding $500 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
                                          04/30/98                         exceeding $500 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
           FIXED INCOME FUNDS                INTO 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 Stanley Commodities Alpha Fund    March 5, 2008                    0.80% of the daily net assets

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

Morgan Stanley Tax-Exempt Securities      05/31/97, as amended on          0.42% of the portion of the daily net assets not
   Trust                                  04/30/98, 05/01/02               exceeding $500 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 U.S. Government            05/31/97, as amended on          0.42% of the portion of the daily net assets not
   Securities Trust                       04/30/98                         exceeding $1 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


                                     Sch.A-3
                                            EFFECTIVE DATE OF AGREEMENT
                                            AND ANY AMENDMENTS ENTERED
           FIXED INCOME FUNDS                INTO PRIOR TO MAY 1, 2004                      INVESTMENT ADVISORY FEE
           ------------------             -------------------------------  ---------------------------------------------------------
                                                                           exceeding $12.5 billion.

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
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 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 $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
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 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.

- - 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 AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO 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
                                          04/30/98, 05/01/99               exceeding $500 million; and 0.495% of the portion of the
                                                                           daily net assets exceeding $500 million.

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


                                     Sch.A-5

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  ---------------------------------------------------------
Morgan Stanley European Equity Fund       05/31/97, as amended on          0.87% of the portion of the daily net assets not
   Inc.                                   04/30/98, 12/01/98, 05/01/00     exceeding $500 million; 0.82% of the portion of the
                                                                           daily net assets exceeding $500 million but not
(Maryland corporation)                                                     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.

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 Fund     08/19/02                         0.67% of the portion of the daily net assets not
                                                                           exceeding $500 million; and 0.62% of the portion of the
                                                                           daily net assets exceeding $500 million.

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

Morgan Stanley Global Dividend Growth     05/31/97, as amended on          0.67% of the portion of the daily net assets not
   Securities                             05/01/98                         exceeding $1 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 AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  ---------------------------------------------------------
Morgan Stanley Global Infrastructure      05/31/97, as amended on          0.57% of the portion of the daily net assets not
   Fund                                   04/30/98                         exceeding $500 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 Trust      05/31/97, as amended on          0.92% of the portion of the daily net assets not
                                          04/30/98, 05/01/01               exceeding $500 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
                                          05/01/01                         exceeding $1 billion; and 0.60% of the portion of the
                                                                           daily net assets exceeding $1 billion.

Morgan Stanley International Value        02/14/01                         0.80% of the daily net assets.
   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
                                          04/30/98                         exceeding $500 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
   Development Securities Inc.            04/30/98                         exceeding $250 million; and 0.42% of the portion of the
                                                                           daily net assets exceeding $250 million.


                                     Sch.A-7

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO PRIOR TO MAY 1, 2004                    INVESTMENT ADVISORY FEE
         ----------------------           -------------------------------  ---------------------------------------------------------
Morgan Stanley Pacific Growth Fund Inc.   05/31/97, as amended on          0.87% of the portion of the daily net assets not
                                          04/30/98, 11/01/98               exceeding $1 billion; 0.82% of the portion of the daily
(Maryland corporation)                                                     net assets exceeding $1 billion but not exceeding
                                                                           $2 billion; and 0.77% of the 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
                                          03/02/98, 05/01/98, 05/10/00     exceeding $500 million; and 0.495% of the portion of the
                                                                           daily net assets exceeding $500 million.

- - Capital Growth Portfolio                05/31/97, as amended on          0.50% of the portion of the daily net assets not
                                          03/02/98, 05/01/98, 05/01/00     exceeding $1 billion; 0.45% of the portion of the daily
                                                                           net assets exceeding $1 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
                                          03/02/98, 05/01/98, 05/01/00     exceeding $500 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.


                                     Sch.A-8

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO 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
                                          03/02/98, 05/01/98, 05/01/00     exceeding $250 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 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 Portfolio      05/31/97, as amended on          0.12% of the portion of the daily net assets not
                                          04/30/98                         exceeding $2 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
                                          03/02/98, 05/01/98, 05/01/00     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 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
                                          03/02/98, 05/01/98, 05/01/00     exceeding $500 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.


                                     Sch.A-9

                                            EFFECTIVE DATE OF AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO 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
                                          03/02/98, 05/01/98, 05/01/00     exceeding $500 million; and 0.395% of the portion of the
                                                                           daily net assets exceeding $500 million.

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

Morgan Stanley Special Growth Fund        06/28/99, as amended on          0.92% of the portion of the daily net assets not
                                          05/01/00                         exceeding $1 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
                                          04/30/98, 05/01/99 05/01/02      exceeding $500 million; 0.645% of the portion of the
                                                                           daily net assets exceeding $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 AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO 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
                                          05/01/98, 05/01/00               exceeding $1.5 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
                                          04/30/98, 05/01/00               exceeding $500 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
                                          05/01/02, 05/01/04               $1 billion; 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
                                          05/01/98, 05/01/99, 05/01/00     exceeding $500 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.

- - Capital Opportunities Portfolio         05/31/97, as amended on          0.42% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     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.

- - Dividend Growth Portfolio               05/31/97, as amended on          0.545% of the portion of the daily net assets not
                                          05/01/98, 05/01/99, 05/01/00     exceeding $250 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 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 AGREEMENT
          EQUITY, BALANCED AND               AND ANY AMENDMENTS ENTERED
         ASSET ALLOCATION FUNDS              INTO 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
                                          05/01/98, 05/01/99, 05/01/00     $500 million; 0.82% of the portion of daily net assets
                                                                           exceeding $500 million but 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
                                          05/01/98, 05/01/99, 05/01/00     exceeding $1.5 billion; and 0.545% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.

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

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

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


                                    Sch.A-12

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


                                    Sch.A-13

           MONEY MARKET FUNDS
           ------------------
Active Assets California Tax-Free Trust   05/31/97, as amended on          0.45% of the portion of the daily net assets not
                                          04/30/98                         exceeding $500 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 Government Securities       05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Trust                                  04/30/98                         exceeding $500 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 Government    03/08/02                         0.10% of the daily net assets.
   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 Money Trust   01/06/00                         0.10% of the daily net assets.

                                                                           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
                                          04/30/98, 05/01/99, 05/01/01,    exceeding $250 million; 0.375% of the portion of the
                                          05/01/02                         daily net assets exceeding $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
                                          04/30/98                         exceeding $500 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 California Tax- Free       05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Daily Income Trust                     04/30/98                         exceeding $500 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 Liquid Asset Fund Inc.     05/31/97, as amended on          0.45% of the portion of the daily net assets not
(Maryland Corporation)                    04/30/98, 05/01/01, 05/01/02     exceeding $250 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $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 Municipal         05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Money Market Trust                     04/30/98                         exceeding $500 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
   Investment Series-                     03/02/98, 05/01/98, 05/01/00     exceeding $250 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $250 million but not
- - Money Market Portfolio                                                   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; and 0.275% of the portion of the
                                                                           daily net assets exceeding $1.5 billion.

Morgan Stanley Tax-Free Daily Income      05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Trust                                  04/30/98                         exceeding $500 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 U.S. Government Money      05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Market Trust                           04/30/98                         exceeding $500 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 Investment        05/31/97, as amended on          0.45% of the portion of the daily net assets not
   Series-                                05/01/98, 05/01/99, 05/01/00     exceeding $250 million; 0.375% of the portion of the
                                                                           daily net assets exceeding $250 million but not
- - Money Market Portfolio                                                   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; 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 Insured Municipal     05/31/97   0.27% of the average weekly net assets.
Income Trust

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                    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-3-1

                                     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
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
