0000950123-10-090495 Sample Contracts

DISTRIBUTION AGREEMENT MORGAN STANLEY FUNDS and MORGAN STANLEY DISTRIBUTORS INC.
Distribution Agreement • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust • New York

AGREEMENT made as of the 28th day of July, 1997, as amended June 22, 1998, July 31, 2006 and November 9, 2007, by and among each open-end investment company, on behalf of itself and any series or classes of shares thereof, for which Morgan Stanley Investment Advisors Inc. acts as investment manager, as listed on Schedule A attached hereto, as may be amended from time to time (each, a “Fund” and collectively, the “Funds”), and Morgan Stanley Distributors Inc., a Delaware corporation (the “Distributor”).

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ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust • New York

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”):

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust • New York

THIS AGREEMENT made as of June 1, 2010, by and between the MORGAN STANLEY RETAIL FUNDS listed on Appendix A hereto (each, a “Fund” and collectively, the “Funds”) , and MORGAN STANLEY SERVICES COMPANY INC. (“MSSCI”).

DATA ACCESS SERVICES AGREEMENT
Data Access Services Agreement • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust • New York

Reference is made to that certain Custodian Contract, dated as of March 7, 2008 (the “Agreement”) between each fund or series of a fund listed on Appendix A which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such fund is individually hereinafter referred to as, the “Customer”) and STATE STREET BANK AND TRUST COMPANY, including its subsidiaries and affiliates (“State Street”). This Data Access Services Agreement (“DAS Agreement”) is entered into by the Customer and State Street to be effective as of the dates on Appendix A.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust • New York

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”):

CUSTODIAN CONTRACT
Custodian Contract • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust • New York

This Contract dated as of March 7, 2008, between each fund or series of a fund listed on Appendix A, severally and not jointly, which evidences its agreement to be bound hereby by executing a copy of this Contract (each such Fund is individually hereinafter referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111 (hereinafter called the “Custodian”), to be effective as of the dates on Appendix A,

AMENDMENT TO THE TRANSFER AGENCY AGREEMENT BETWEEN MORGAN STANLEY RETAIL FUNDS AND MORGAN STANLEY SERVICES COMPANY INC. DATED JUNE 1, 2010 (the “Agreement”)
Transfer Agency Agreement • September 30th, 2010 • Morgan Stanley LTD Duration Us Government Trust

WHEREAS, the Morgan Stanley Retail Funds listed on Appendix A hereto (collectively, “the Funds”) are mutual funds subject to certain requirements under the Bank Secrecy Act, as amended by the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“the USA PATRIOT Act”), and under the implementing regulations of the Bank Secrecy Act (collectively, “the BSA”).

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