Morgan Stanley Investment Management Inc

Item 5 Fees and Compensation

Management Fees
Our fees and minimum initial investments for a client could vary from the applicable schedules, attached as Appendix A,
due to the particular circumstances of the client or as otherwise negotiated with particular clients, including clients in
certain funds and pooled investment vehicles. In certain instances, we provide investment advisory or research services
to clients for negotiated fixed fees based on the value of the services rendered and, from time to time, receive
performance-based fees from clients in accordance with the particular client’s agreement, except in those jurisdictions
that do not allow fees based on performance. Depending upon the account’s investment objectives, strategies and
restrictions, holdings in a client’s account could include real estate investment trusts (“REITS”), investment companies
(including exchange traded funds or “ETFs”), collateralized loan obligations (“CLOs”) and other pooled vehicles for which
a separate management fee is charged, including investment companies and other pooled vehicles advised by us or a
related person.
Fees are generally billed quarterly in arrears based on current or quarter-average market values. Certain accounts,
however, are billed quarterly in advance. The timing of fee payments and method of calculation for particular clients can
vary in accordance with client preferences. Typically, our services are terminable by either party upon written notification
in accordance with the applicable contractual notice provision. Upon termination the fees described above (including
performance fees, if any) generally will be prorated to take account of contributions and withdrawals during a quarter
and where MSIM does not manage the account for the entire calendar quarter.
The fees described herein are only the advisory fees charged by us and do not reflect custodial or other fees that could
be applicable to your account. Further discussion of such expenses appears below under “Other Expenses Charged to
Clients/Fee Discounts”.

Separately Managed Accounts
The fees we charge for separate account management services vary based on the particular circumstances of the client
or as otherwise negotiated. Our services are terminable by either party in accordance with the applicable contractual
notice provision. Generally, fees on separately managed accounts (“SMAs”) are billed quarterly in arrears, however, in
some cases they are billed quarterly in advance. The timing of fee payments will vary in accordance with clients’
preferences. In addition to being subject to the fees we charge, the portion of each client account that is invested in a
fund will also bear a proportionate share of the advisory fees and other expenses of the fund; however, such fees and
expenses can be waived and/or rebated at our discretion. In the case of certain SMAs, additional fees are charged by
us for additional reporting or consulting services requested by the client. In certain circumstances, SMAs are invested in
products sponsored or advised by our affiliates that carry product-level management fees and other expenses.

Wrap Fee Programs
The fees described herein do not include information about fees for advisory services we provide through Wrap Fee
Programs, and we would direct the client to the documents specific to their Wrap Fee Program. The terms of each client’s
separately managed account in a Wrap Fee Program are governed by the client’s agreement with the Sponsor and
disclosure document for each Wrap Fee Program. Wrap Fee Program clients are urged to refer to the appropriate
disclosure document and client agreement for more information about the Wrap Fee Program and advisory services.
Similarly, dual-contract clients should refer to their agreement with their program Sponsor, as applicable, the disclosure
document for the applicable program, and the client's agreement with us, which will vary depending on the strategy
selected. The fees for a Wrap Fee Program can result in higher costs than a client would otherwise realize by paying
standard fees and negotiating separate arrangements for trade execution, custodial and consulting services. Our
advisory services are offered through Wrap Fee Programs that are sponsored by an MSIM affiliate, as well as through
unaffiliated Wrap Fee Programs. MSIM and its affiliates will generally earn more compensation for advisory services

FORM ADV, PART 2A BROCHURE                                                MORGAN STANLEY INVESTMENT MANAGEMENT INC.        7

offered through an affiliated Wrap Fee Program than offering the same services through a Wrap Fee Program with an
unaffiliated Sponsor.

Item 7 Types of Clients
MSIM provides advice to: corporate entities; corporate pension and profit-sharing plans; individual investors (including
high net worth and other retail investors); intermediaries; insurance companies; state, local and foreign government
entities and pension plans (including foreign pension funds); central banks; sovereign wealth funds; supra-national
organizations; educational institutions; endowments, foundations and charitable institutions; consultant partners; funds
of one; and registered mutual funds, unregistered funds, collective investment trusts, closed-end funds and foreign
regulated funds such as SICAVs and SIFs.
Certain advisory accounts and funds impose minimum investment requirements, which are generally described in the
relevant governing or disclosure documents or, with respect to advisory accounts, in Appendix A. We (or with respect
to funds, the general partner or managing member) generally will have discretion to waive or reduce such minimums for
certain clients or investors. We generally will not, unless required by agreement with a client or investor or by applicable
law, disclose any particular waiver or reduction that is offered to a client or investor, or offer comparable waivers or
reductions, to other clients or investors.

FORM ADV, PART 2A BROCHURE                                                MORGAN STANLEY INVESTMENT MANAGEMENT INC.       12