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Morgan Stanley's Bill of Rights for Mutual Fund Investors will help you understand mutual funds, their costs, how your Financial Advisor is compensated when you buy mutual funds and how Morgan Stanley receives additional compensation from fund families for offering their funds to Morgan Stanley clients and providing services related to their mutual funds.

Mutual funds are securities that are offered for sale through a prospectus. You should read the prospectus carefully. You should also discuss your investment goals and objectives with your Financial Advisor. You can also visit the Web sites sponsored by the Securities and Exchange Commission (www.SEC.gov), Financial Industry Regulatory Authority (www.FINRA.org), the Securities Industry and Financial Markets Association (www.sifma.org) and the Investment Company Institute (www.ICI.org) to obtain additional educational information about mutual funds.
 
THE COSTS ASSOCIATED WITH INVESTING IN MUTUAL FUNDS
All mutual funds have fees and expenses. These costs, like all investing costs, are important to understand because they affect the return on your investment. All funds charge management fees and ongoing expenses for operating the fund that you will pay as long as you are invested. Many funds also require that you pay a sales charge when you buy the fund or a deferred sales charge when you sell the fund. The costs of buying or selling shares of a fund, plus the annual costs you pay that are associated with operating the fund and managing the fund’s investments, affect the return on your investment.

Mutual fund fees generally fall into two categories: loads (sometimes called sales charges) and annual fund operating expenses. These are disclosed in the fee table in the fund's prospectus and are incurred when you buy a fund, while you own a fund or when you sell a fund.
 
 
"Loads" or Sales Charges
Mutual funds offer different pricing arrangements to meet the needs of different investors. Many mutual funds make this possible by offering investors various "classes" of shares. Share classes represent ownership in the same mutual fund but offer investors a choice in how and when to pay for some of the fund's distribution costs. Share class names vary depending on the fund. For example, a fund may offer various classes, including but not limited to, Class A, Class B, Class C, Retirement Shares. ”No load" shares classes – typically offered with no front-end or back-end sales charges - may also be offered for sale but these are generally only available in certain fee-based accounts at Morgan Stanley.

Depending on your investment time horizon and the amount that you or a related family member currently have invested or intend to invest now or in the future in a fund family, the decision about which share class is most cost-efficient can be determined using various calculation tools. Morgan Stanley has developed and expects to launch a share class identifier in the fourth quarter of 2007 that will help your Financial Advisor determine the most appropriate share class for our client's mutual fund purchases taking into account existing mutual fund holdings, underlying fund fees and charges, investment time horizon and the amount of the current and expected investments.
 
Class A shares generally have a front-end sales charge (or "sales load") and lower annual expenses. A portion of the sales load is paid to your Financial Advisor to provide compensation for helping you select a fund to meet your investment goals. If, for example, you invest $10,000 in a fund and the front-end load is 5 percent, you would be charged $500, and the remaining $9,500 would be invested in the chosen fund.

Sales loads decrease for larger investments. Each Class A share of a fund family has a "breakpoint" schedule that determines the front-end sales load based on the investment amount. For example, a fund might charge a load of 5.75 percent for purchases under $50,000, reduce the load to 4.50 percent for purchases at or above that amount but less than $100,000, and further reduce or eliminate the load with higher levels. Class A shares may also be offered with the front-end load waived if purchased through fee-based advisory accounts offered by Morgan Stanley.

You may be able to qualify for a breakpoint on the basis of a single purchase or by aggregating the amounts of more than one purchase by using a "letter of intent" or "right of accumulation." When you establish a "letter of intent" you inform the fund family that you intend to invest a certain dollar amount over a particular period of time (generally 13 months) to qualify for a higher breakpoint on the current purchase and each subsequent purchase toward satisfying the letter of intent. A right of accumulation allows you to qualify for a breakpoint with respect to a current purchase, based upon the total amount of your previous purchases in a fund family. In either case, purchases may qualify for a breakpoint if they are made in your account or in accounts that are related or linked to your account (including accounts of your family members). You may also qualify based upon purchases that are made in the same fund or in different funds that are within the same fund family. Please refer to the fund prospectus for details as rules may vary from fund family to fund family.
 

Class B shares do not have a front-end sales load and therefore do not have breakpoints. Class B shares do have a back-end load (a charge you pay when you sell fund shares) that declines over time until it disappears. The back-end load allows the fund’s distributor to recover its costs of distributing the fund (including compensation payable to Morgan Stanley’s Financial Advisor). Class B shares generally have higher annual expenses than Class A shares because the fund charges higher amounts for distribution and shareholder services (also called 12b-1 fees) than Class A shares. After a specified number of years, generally Class B shares convert to Class A shares, and from then on you benefit from the ongoing annual expense structure of Class A shares.
 
 
Class C shares, like Class B shares, have no front-end sales load or breakpoints and have higher annual expenses than Class A shares because the fund charges higher amounts for distribution and shareholder services (also called 12b-1 fees) similar to Class B shares. There generally is no back-end load unless the shares are sold within the first 12 months. Unlike Class B shares, Class C shares typically do not convert to Class A shares and therefore may be more expensive than Class B shares over the long term.
 
While there can be benefits to owning Class B or C shares, Class A shares tend to be more appropriate for longer-term investments due to their lower annual expenses and those investors that can benefit from breakpoint discounts.
 
Morgan Stanley is committed to helping your Financial Advisor recommend the most cost efficient share classes. Effective January 17, 2006, Morgan Stanley made changes to its policy regarding the maximum allowable purchase amount for Class B and Class C mutual fund shares. The firm will not accept aggregate purchases of $25,000 or more in Class B shares (or similarly priced shares with back-end loads) of funds in the same fund family. Further, the firm generally will not accept aggregate purchases of $250,000 or more in Class C shares (or similarly priced shares with level loads) of funds in the same fund family. For the purposes of this policy, the firm will aggregate holdings attributed to the same Social Security or tax identification number. For purchases in a joint account, the firm will relate holdings in accounts with the Social Security or tax identification numbers of each joint owner. For purchases in an individual, IRA or other account, the firm will relate holdings in a joint account for which the individual is a joint owner.

Furthermore, also effective January 17, 2006, the firm will not accept additional Class B share purchases within a fund family once a client's aggregate holdings in all share classes in funds in that fund family reach $100,000. Lastly, the firm will not accept additional Class C share purchases within a fund family once a client's aggregate holdings in all share classes in funds within that fund family reach $500,000. For the purposes of this policy, the firm will relate holdings based on the fund's terms concerning relatable accounts in connection with rights of accumulation.

These policy changes do not affect client accounts that may already exceed the above limits; however, if you wish to make additional Class B or Class C mutual fund purchases that would exceed one or more of the maximums stated above, the firm generally will not accept the order. (Please speak with your Financial Advisor about the availability of other mutual fund share classes.)
 
At the time that Morgan Stanley launches the share class identifier in its mutual fund processing system, the firm will eliminate the above Class B and Class C purchase limits. The mutual fund share class identifier will determine the appropriate share class based on a client's proposed and current mutual fund positions, subject to the Class B and Class C share purchase limits enforced by each mutual fund family if those limits are more restrictive. Morgan Stanley may limit Class B and Class C purchases to amounts less than that allowed by a mutual fund family if we determine it to be more cost efficient based on the results of the share class identifier.

The FINRA Mutual Fund Expense Analyzer is available on FINRA's website at www.FINRA.org. It allows you to evaluate the fees and expenses of funds by classes of shares.
 
Retirement Shares – Many mutual fund families offer one or more share classes specifically for use by employer-sponsored retirement plans as investment options for plan participants (“Retirement Shares”). Some fund companies offer Class A shares with the front-end sales load waived, while others offer a share class that is dedicated solely to employer-sponsored retirement plans and does not charge a front-end or back-end sales load (e.g., “R shares”). In either case, the mutual fund families generally have specific eligibility criteria and/or plan asset size or participant number requirements for purchasing the shares. Some fund families may offer both an A share and R share option. Further, some fund families may offer more than one version of the R share with different expense levels that relate, in part, to the level of service to be provided by the Financial Advisor and the compensation that the retirement plan has agreed to pay the Financial Advisor for servicing the plan.
 
The annual fund operating expenses charged under the different classes of Retirement Shares may vary significantly, and will have a direct impact on the performance of the funds that are offered to plan participants. R share options may have annual fund operating expenses that may be more or less expensive than other available A share options. Plan sponsors should note that they are responsible for deciding which Retirement Share class to make available to plan participants, and should carefully review the annual fund operating expense levels of such funds to determine which share class is appropriate for their plan depending upon the level of service required in connection with servicing their retirement plan.
 
 
No-load shares do not have front-end or back-end sales charges, and their expenses are typically the lowest of any share class. Morgan Stanley may offer these shares in its fee-based advisory programs, which currently include Morgan Stanley Funds Portfolio ArchitectSM, Morgan Stanley Fund SolutionSM, Morgan Stanley Advisory and Morgan Stanley Custom PortfolioSM accounts. These accounts charge fees for the advice and services provided to clients based upon a percentage of billable assets held in the account.
 
Operating Expenses
Annual fund operating expenses include management fees, 12b-1 (distribution or service) fees, the cost of shareholder mailings, and other expenses. The fund's expense ratio, shown in the fee table in the fund's prospectus, helps you compare annual expenses of different funds. Operating expenses are charged against the fund's total assets and the fund’s daily prices are reflected net of these fees.
 
Reducing or eliminating sales charges when selling funds to purchase another
You may be able to reduce or eliminate sales charges when you sell one fund within a fund family to purchase another within the same fund family. Your Financial Advisor can provide you with the information you need. You can also refer to a fund's prospectus and statement of additional information, and fund families' websites for additional information. The availability of these features, and the terms and conditions, including time periods, vary among funds.
 
Exchanges between funds within the same fund family typically may be made without sales charges. Funds often limit the number and frequency of transfers that can be made during a certain period of time. Certain funds may impose short-term exchange or redemption fees based on your holding period. Because these time parameters and the amount of any fees vary among mutual fund companies, please check the mutual fund prospectus for more information. Note, however, that with Retirement Shares there may be limitations on the ability to exchange or purchase other share classes, as described in each fund’s prospectus.
 
Reinstatement privileges offered by some fund families allow you to sell shares in a fund and reinvest some or all of the proceeds, without paying a load, in the same share class of that fund or fund family. Funds that offer this feature typically limit the period in which reinstatement is available.
 
HOW MORGAN STANLEY AND YOUR FINANCIAL ADVISOR ARE COMPENSATED WHEN YOU BUY MUTUAL FUNDS
Morgan Stanley and our Financial Advisors are paid in different ways for helping clients choose mutual funds, depending on the type of fund (e.g., equity or fixed income) and fund family, the amount invested, and the share class purchased. First, the fund families pay Morgan Stanley compensation when we sell their funds based on the sales loads you pay (described above). We pay a portion of that compensation to our Financial Advisors.

The compensation formula we use to determine the amount of payment for our Financial Advisors is the same regardless of which mutual fund you purchase. In certain types of accounts, Financial Advisors' compensation is determined by applying the formula to (1) the loads described in the fund's prospectus (for Class A shares) or (2) a selling fee or sales concession (for Class B and C shares) set and paid by the fund family. In certain cases, when either the minimum purchase requirements stated in the fund's prospectus are met and the load is eliminated OR when Institutional shares are purchased outside an asset-based-fee account, your Financial Advisor may receive compensation from the fund company or an affiliate.

In addition, ongoing payments (known as "residuals") are set by the fund family and generally paid to Financial Advisors based upon the ongoing value of mutual fund shares that remain invested. These payments are generally paid by the fund families from 12b-1 (distribution or service) fee revenues. In fee-based advisory accounts (currently Morgan Stanley Funds Portfolio ArchitectSM, Morgan Stanley Fund SolutionSM, Morgan Stanley Advisory and Morgan Stanley Custom PortfolioSM), Financial Advisors' compensation is based on a percentage of the billable assets held in the account payable by the client pursuant to an investment advisory agreement. In these fee-based advisory accounts, Morgan Stanley receives ongoing payments for shareholder servicing. Moreover, Morgan Stanley receives other payments from fund families under the agreements discussed below.

A processing fee of $5.25 per transaction may be applied to certain mutual fund transactions. For more information on this fee, please see footnote 1.

For a more detailed discussion of how Morgan Stanley and your Financial Advisor are compensated for investments and services, please ask your Morgan Stanley Financial Advisor for a copy of our annual FYI brochure. Clients are encouraged to ask their Financial Advisor how he or she will be compensated for any mutual fund transaction.
 
Compensation Related to Mutual Fund/Retirement Shares and Retirement Platforms
Morgan Stanley has entered into various distribution and service arrangements with insurance companies, mutual fund complexes and other financial services companies and their affiliated retirement plan service and recordkeeping providers in order to offer “bundled” retirement programs to plan sponsor clients.
 
Under these “bundled” retirement programs, Morgan Stanley Financial Advisors can offer different recordkeeping platform retirement programs with varying investment vehicles for, among other types of plan arrangements: (a) qualified retirement plans under Section 401(a) and 501(a) of the Internal Revenue Code (the “Code”), (b) deferred compensation plans for governmental and non-profit organizations described under Section 457 of the Code, and (c) deferred compensation programs for highly-compensated employees that may be subject to Section 409A of the Code. Services provided under these “bundled” retirement programs include plan/participant-level recordkeeping, plan documentation, trust services and employee education.
 
In offering the various mutual fund platforms, or in assisting the plan sponsor with the selection of various fund options under the platforms, Morgan Stanley is not acting as a fiduciary with respect to the plan under either the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or other applicable law. The selection of any particular retirement plan program by the plan sponsor is not done at the recommendation of, or at the discretion of, either Morgan Stanley or the Financial Advisor. In addition, neither Morgan Stanley nor the Financial Advisor will be a fiduciary under ERISA, the Code, or any other law with respect to services provided to the plan, including, but not limited to, investment selection and asset allocation.
 
Compensation to Morgan Stanley and the Financial Advisor
Morgan Stanley receives payments of up to 0.20% (20 basis points) on mutual fund assets attributable to your plan. These payments may be referred to as marketing allowances, production bonuses or “revenue sharing” under some circumstances. The payments are generally made by an affiliate of the retirement program sponsor to Morgan Stanley for marketing and sales support (not out of the mutual fund assets). In addition, Morgan Stanley or one of its affiliates may receive record keeping and administrative services fees from affiliates of certain mutual funds, usually payable from the assets of such funds. The specific amount of such fees is disclosed in the fund prospectus. Morgan Stanley’s Financial Advisors are not paid any amounts received by Morgan Stanley from these arrangements.
 
Morgan Stanley receives compensation for providing services related to your plan. We pay a portion of that compensation to our Financial Advisors. The amount that is paid to Morgan Stanley will depend on the respective commission schedule associated with the applicable program. The total amount payable varies depending on the fund family, the share class purchased for your plan, the asset class of fund purchased (e.g., equity or fixed income) and the plan program. Your Financial Advisor will generally be paid compensation on contributions to the plan invested in fund, referred to as either an initial production credit, initial sales credit, or a selling fee or “sales concession.” The amount payable may be up to 1.00% (100 basis points) of purchases. Your Financial Advisor will also generally be paid additional ongoing compensation, known as “residuals,” based on the plan’s assets that are invested in the mutual fund. The amount payable may be up to 1.00% (100 basis points) for residuals. These amounts are established and paid by the fund family.
 
Morgan Stanley provides disclosure to the plan sponsor about the actual fees it will receive as part of platform specific “point of sale” disclosures.
 
Disclosure of Fee Arrangements; Other Information
Morgan Stanley offers various retirement plan programs that may pay more, or less, compensation to Morgan Stanley and the Financial Advisor than the program selected. Differences in compensation between programs may affect the Financial Advisor’s recommendation and represent a conflict of interest. Clients are encouraged to ask their Financial Advisor how he or she will be compensated for any mutual fund transactions.
 
Morgan Stanley has entered into agreements with most or all of the fund families that offer a retirement platform, and Financial Advisors may also offer funds offered by these fund families to retail clients. Mutual fund purchases and assets through retirement plans do not effect the amounts that Morgan Stanley receives from these fund companies for purchases by retail clients, and are not included for purposes of any revenue sharing arrangements that Morgan Stanley has entered into under the Mutual Fund Network.
 

MORGAN STANLEY'S AGREEMENTS WITH FUND FAMILIES
 
Financial Arrangements with Load Fund Families
Morgan Stanley & Co. Incorporated offers investors a broad spectrum of mutual fund products (collectively referred to as the "Morgan Stanley Mutual Fund Network"), including some of the largest and most well known mutual fund families.2 In order to participate in the Morgan Stanley Mutual Fund Network, fund families or their affiliates are required to enter into a financial arrangement involving, among other things, payment of additional amounts to Morgan Stanley. The legal entities from which these payments are made are the fund's distributor, its investment advisor or other related entity. Payments by such entities may be derived from profits on management fees, 12b-1 fees, and/or other corporate resources. Fund families make these payments (sometimes referred to as "revenue-sharing payments") in order to receive the opportunity to distribute their funds through Morgan Stanley's branch system, including inclusion on the firm’s order entry platform and the opportunity for fund personnel to visit Morgan Stanley branch offices where they may, among other things, market the fund family and educate Financial Advisors about the funds. Morgan Stanley does not provide greater or lesser access to branch personnel or grant special privileges based on the amount of payments made by fund families. Except as specifically indicated below, Morgan Stanley’s Financial Advisors and branch personnel are not paid any amounts received by Morgan Stanley from these revenue sharing arrangements.

Morgan Stanley negotiates the revenue sharing arrangements separately with each fund family and not all fund families pay the same amount or pay according to the same formula. The amount payable by a fund family and/or the formula used to determine the amount paid is subject to change on an ongoing basis. Morgan Stanley has entered into revenue sharing arrangements that provide for payment based on mutual fund assets, a combination of mutual fund sales and assets or an agreed upon annual, fixed amount that is payable regardless of actual sales or assets. In certain circumstances, Morgan Stanley may receive payment based on a combination of sales and assets subject to a minimum fixed amount that will be paid if the amount that would have been paid according to the formula would be less than the fixed amount. As outlined below, revenue sharing payments are limited or excluded for mutual fund sales and assets attributable to certain advisory accounts.
 
For those fund families that have agreed to make revenue sharing payments based on mutual fund assets, such payments may be up to 20 basis points (0.20%) on the total value of shares of fund family assets based on the value at the close of each quarter. For those fund families that have agreed to make revenue sharing payments based on a combination of mutual fund sales and assets, such payments may be up 20 basis points (0.20%) on mutual fund sales and up to 5 basis points (0.05%) on the total value of shares of fund family assets based on the value at the close of each quarter. For those fund families that have agreed to make an agreed upon annual, fixed payment, such payments are negotiated in advance and made regardless of actual sales or assets during the specified period. As such, these payments are not based on a specific formula that can be expressed as a number of basis points based on sales or assets. Except as noted below, Morgan Stanley will retrospectively calculate the amount that it would have received based on actual sales and assets and return any amounts that would exceed 20 basis points (0.20%) based on sales and 20 basis points (0.20%) based on assets. For certain fund families that make a fixed minimum revenue sharing payment and have limited actual sales and assets, the basis point amount calculated retrospectively based on actual sales and assets may exceed the amounts described above.
 
Morgan Stanley excludes mutual fund sales and assets attributable to its fee-based investment advisory programs from the arrangements described above. Morgan Stanley does not accept revenue sharing payments with respect to mutual fund sales or assets in fee-based advisory programs offered to non-taxable accounts (e.g., accounts held by pension and profit-sharing plans subject to ERISA, IRAs, public employer pension accounts). However, with respect to fee-based advisory programs offered to taxable accounts, Morgan Stanley receives up to 3 basis points (0.03%) based on the mutual fund assets attributable to such accounts. For those fund families that make a fixed, annual payment regardless of actual mutual fund sales or assets, Morgan Stanley attributes 3 basis points on actual assets in non-taxable fee-based advisory accounts when allocating the fixed amount paid by those fund families.
 
The following fund families participate in the Mutual Fund Network.
 
AIG SunAmerica Capital Services, Inc., The Alger Funds, Allegiant Funds, AllianceBernstein, American Century Investments, American Funds, Aquila Group of Funds, BlackRock Funds, Calvert, Calamos Family of Funds, Cohen & Steers, Columbia Management, Credit Suisse Funds, Davis Funds, Delaware Investments Family of Funds, Diamond Hill Funds, Dreyfus, DWS Funds, Eaton Vance, Enterprise Funds, Evergreen Investments, Federated Investors, Inc., Fidelity Advisor, Fifth Third Asset Management, First American Funds, First Eagle Funds, Forward Emerald Funds, Franklin Templeton Investments, GAMCO Investors, Inc., Goldman Sachs Asset Management, The Hartford Mutual Funds, Henderson Global Funds, Heritage Family of Funds, Highland Funds, Hotchkis and Wiley Funds, ING Funds, Integrity Mutual Funds, Invesco Aim Investments, Ivy Funds, Janus Funds, JennisonDryden and Strategic Partners Mutual Funds, John Hancock Funds, LLC, JPMorgan Funds, Keeley Family of Funds, Kinetics Mutual Funds, Inc., Legg Mason Partners Funds, Lord Abbett, MainStay Funds, Managers Investment Group, MFS Investments, Morgan Stanley Funds, The Munder Funds, Nationwide Mutual Funds, NATIXIS Funds, Nuveen Investments, Old Mutual Investment Partners, The Olstein Funds, OppenheimerFunds, The Phoenix Funds, PIMCO Funds & Allianz Funds, Pioneer Investments, Principal Funds Distributors, Inc., Putnam Investments, RiverSource Investments, LLC, RS Investments, Rydex Funds Services Inc., Seligman Advisors, Inc., The Sentinel Funds, Thornburg Investment Management, Touchstone Investments, Transamerica Funds, Van Eck Global, Van Kampen Investments, Victory Funds and Wells Fargo Advantage Funds.
 
In addition to the amounts described above, Morgan Stanley may invite these fund families to participate in certain internal Morgan Stanley events, such as seminars, conferences and meetings at which Financial Advisors, Branch Office Managers and other sales personnel are present. The fund families may make additional payments to participate in these events.

Morgan Stanley has also entered into financial agreements with fund families in the Mutual Fund Network pursuant to which Morgan Stanley and/or an affiliate receives additional amounts for the provision of recordkeeping and administrative services. The following fund families have entered into agreements whereby Morgan Stanley has agreed to provide client sub-accounting services with respect to Morgan Stanley clients holdings in the fund family and to transact business on an omnibus account basis: AIM/INVESCO, AllianceBernstein, Allianz/PIMCO, American Funds, BlackRock, Calamos. Columbia, Davis, Dreyfus, Eaton Vance, Enterprise, Federated, Franklin Templeton, Goldman Sachs, Janus, JP Morgan, Legg Mason, Lord Abbett, Morgan Stanley, Managers, Nuveen, Oppenheimer, Prudential. Scudder, Seligman, and Van Kampen. For providing those services to those fund families, Morgan Stanley receives up to a maximum amount of $20 per fund per non-advisory account and advisory non-ERISA account per year and up to 10 basis points annually on assets held in ERISA advisory accounts. The remaining fund families within the Mutual Fund Network have entered into agreements whereby Morgan Stanley receives up to a maximum of $13 per fund position for providing recordkeeping under Level 3 networking arrangements and up to 5 basis points annually on assets held in ERISA advisory accounts.

Financial Arrangements with Affiliated Funds
Morgan Stanley & Co. Incorporated has entered into an arrangement with Morgan Stanley Funds with respect to money market funds whereby the Funds' investment manager pays to Morgan Stanley & Co. Incorporated an amount up to 0.18 percent (18 basis points) annually of the value of the shares of the following money market funds held in Morgan Stanley & Co. Incorporated accounts: New York Municipal Money Market Trust, Tax-Free Daily Income Trust, U.S. Government Money Market Trust, Liquid Asset Fund, Active Assets California Tax Free Trust, Active Assets Government Securities Trust, Active Assets Tax Free Trust, Active Assets Money Trust, and California Tax-Free Daily Income Trust. Morgan Stanley Funds' investment manager pays Morgan Stanley & Co. Incorporated 0.03 percent (three basis points) annually of the value of shares held in Morgan Stanley & Co. Incorporated accounts of the Active Assets Institutional Government Securities Trust and the Active Assets Institutional Money Trust. All of these payments are reflected by an allocation for financial reporting purposes to the Morgan Stanley business unit that includes Morgan Stanley & Co. Incorporated. A portion of the three-basis-point payment made with respect to the Active Asset Institutional Government Securities Trust and the Active Assets Institutional Money Trust is paid to financial advisors based upon the Financial Advisors' payout rates.

Morgan Stanley & Co. Incorporated has entered into an arrangement with Morgan Stanley Liquidity Money Market Funds whereby the Funds’ investment manager pays to Morgan Stanley & Co. Incorporated an amount equal to 0.03 percent (three basis points) annually of the value of shares invested on behalf of institutional customers which are eligible to purchase the funds. These payments are made via cash transfer between affiliates. A portion of the three-basis-point payment made with respect to the Liquidity Money Market Funds is paid to Financial Advisors based upon the Financial Advisors' payout rates.

Morgan Stanley & Co. Incorporated has entered into an arrangement with Morgan Stanley Institutional Fund, Inc. and Morgan Stanley Institutional Fund Trust (the “Institutional Funds”) whereby the Funds’ investment manager pays to Morgan Stanley & Co. Incorporated an amount up to either (i) 0.25 percent (25 basis points) on the value of shares of the funds or (ii) 35% of the management fee received by the fund's investment advisor. A portion of the payment made with respect to the Institutional Funds is paid to Financial Advisors based upon the Financial Advisors' payout rates. The payment is also credited to the gross production of branches and therefore also positively affects branch managers' incentive compensation.

Money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although these funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in money market funds.

Financial Arrangements with No-Load Fund Families
The following fund families are available for purchase in Morgan Stanley's fee-based advisory accounts. The fund families pay 0.25 percent (25 basis points) per year of the value of the assets of the funds held in your account for recordkeeping and administrative services: Alpine Funds, American Century Advisors, Ameristock, Ariel Funds, Aston Funds, Baron Asset Management, Cohen & Steers, Credit Suisse (select funds), Davis Selected Funds, Dreyfus Funds (select funds), Excelsior, The FBR Funds, Firsthand Funds, Forward Funds, GAMCO Investors, Inc., Harbor Fund, Harding Loevner Funds, Inc., Heartland, ICON Distributors, Inc., Invesco Aim Distributors (select funds), Janus, Jensen, Julius Baer Funds, Kinetics Asset Management, Inc., Laudus, Lazard Funds, Loomis Sayles Funds, Madison Mosaic Funds, Managers Funds, Marsico, Metropolitan West Asset Management, Navellier, Needham, Neuberger Berman Funds, Nicholas Funds, Northern Trust Investments, Olstein, Parnassus, PAX World, Permanent Portfolio Family of Funds, Inc., ProFunds, Prudent Bear Funds, Robeco Funds, Royce Funds, Rydex Funds Services Inc., Schroder Funds, SIT Funds, SSGA, T. Rowe Price Advisors, TCW Galileo Funds, Third Avenue, Thompson Plumb, Turner Funds, U.S. Global Investors, Van Wagoner, Vintage Funds, Wasatch Funds, Wells Fargo Advantage Funds, William Blair Funds, Wilshire Target and Western Asset Funds, Inc.

With respect to certain pooled investment vehicles offered outside of the United States or privately placed in the United States, Morgan Stanley & Co. Incorporated may receive from Morgan Stanley Investment Management Limited payment of up to 0.25 percent (25 basis points) annually of the value of assets invested in the funds. In some circumstances, a portion of this payment is paid to Financial Advisors based upon the Financial Advisors' payout rates.

Morgan Stanley & Co. Incorporated has entered into an arrangement whereby MBSC Securities Corp. (a subsidiary of The Dreyfus Corporation) pays to Morgan Stanley & Co. Incorporated from its own assets an amount equal to .35% (35 basis points) of the value of the average daily balance of the shares of certain state specific money market funds maintained in the accounts of Morgan Stanley customers and up to .10% (10 basis points) of the average daily balance of the shares of certain institutional money market funds maintained in the accounts of Morgan Stanley customers.  A portion of this payment is paid to Financial Advisors based upon the Financial Advisors' payout rates. The payment is also credited to the gross production of branches and therefore positively affects branch managers' incentive compensation.
 
Morgan Stanley Financial Advisors may offer clients the opportunity to participate in the initial public offering of closed-end funds where Morgan Stanley also acts as the fund's underwriter. In addition to the applicable portion of the gross spread, Morgan Stanley may be paid a marketing and structuring fee. Such payments are made by the fund's investment advisor or an affiliate and not by the fund.


Mutual Fund Conferences
Financial Advisors may qualify to attend conferences on the basis of their sale of all mutual funds offered through Morgan Stanley. At such conferences, Financial Advisors participate in programs and receive information with respect to the sponsoring fund companies. Sponsoring fund companies, which may include Morgan Stanley Funds and other fund families that participate in Morgan Stanley's Mutual Fund Network, pay for all or a portion of the costs associated with such conferences, including the qualifying Financial Advisors' expenses for travel and accommodations.

Any fees shown above are subject to change.

1 The processing fee supersedes the order-handling fee and will be applied to certain executed orders including, but not limited to, equities, fixed-income products, exchange-traded funds, mutual funds and unit-investment-trust transactions. This fee does not apply to managed-account programs, including Morgan Stanley Funds Portfolio ArchitectSM and Morgan Stanley Fund SolutionSM.

2 Morgan Stanley Financial Advisors can assist you in evaluating our mutual fund offerings and selecting the fund that meets your needs.

Morgan Stanley Funds Portfolio ArchitectSM, Morgan Stanley Fund SolutionSM and Morgan Stanley Custom PortfolioSM are service marks of Morgan Stanley and/or its affiliates. Investments and services are offered through Morgan Stanley & Co. Incorporated, member SIPC.

Investors should consider the investment objectives, risks, charges and expenses of mutual funds carefully before investing. Investors should receive a prospectus that contains this and other information about the fund, and should read it carefully before investing. Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees. Bond mutual funds are subject generally to interest rate, credit liquidity and market risks to varying degrees. These risks are more fully described in the fund's prospectus. Investors should consult with their tax advisors before making any tax-related investment decisions, as Morgan Stanley and its Financial Advisors do not provide tax advice.
 
The information in this Bill of Rights is as of April 15, 2008.

© 2008 Morgan Stanley
 


 
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