ADMINISTRATION AGREEMENT



     AGREEMENT made as of the November 1, 2004, 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



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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

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