EXHIBIT 1
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
DECLARATIONS
--------------------------------------------------------------------------------
ITEM 1. Name of Insured (the "Insured") Bond Number
MORGAN STANLEY INVESTMENT ADVISORS, INC. 87123106B
Principal Address: 1221 Avenue of the Americas, 31st Floor
New York, NY 10020
--------------------------------------------------------------------------------
ITEM 2. Bond Period: from 12:01 a.m. on March 1, 2006, to 12:01 a.m. on March 1,
2007, or the earlier effective date of the termination of this Bond,
standard time at the Principal Address as to each of said dates.
--------------------------------------------------------------------------------
ITEM 3. Limit of Liability--
Subject to Sections 9, 10 and 12 hereof:
LIMIT OF DEDUCTIBLE
LIABILITY AMOUNT
----------- ----------
Insuring Agreement A- FIDELITY $15,000,000 $150,000
Insuring Agreement B- AUDIT EXPENSE $ 50,000 $ 10,000
Insuring Agreement C- ON PREMISES $15,000,000 $150,000
Insuring Agreement D- IN TRANSIT $15,000,000 $150,000
Insuring Agreement E- FORGERY OR ALTERATION $15,000,000 $150,000
Insuring Agreement F- SECURITIES $15,000,000 $150,000
Insuring Agreement G- COUNTERFEIT CURRENCY $15,000,000 $150,000
Insuring Agreement H- UNCOLLECTIBLE ITEMS OF DEPOSIT $ 1,000,000 $150,000
Insuring Agreement I- PHONE/ELECTRONIC TRANSACTIONS $15,000,000 $150,000
If "Not Covered" is inserted opposite any Insuring Agreement above, such
Insuring Agreement and any reference thereto shall be deemed to be deleted
from this Bond.
OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
Insuring Agreement J- COMPUTER SECURITY $15,000,000 $150,000
--------------------------------------------------------------------------------
ITEM 4. Offices or Premises Covered--All the Insured's offices or other premises
in existence at the time this Bond becomes effective are covered under
this Bond, except the offices or other premises excluded by Rider.
Offices or other premises acquired or established after the effective
date of this Bond are covered subject to the terms of General Agreement
A.
--------------------------------------------------------------------------------
ITEM 5. The liability of ICI Mutual Insurance Company (the "Underwriter") is
subject to the terms of the following Riders attached hereto:
Riders: 1-2-3-4-5-6-7-8-9-10-11-12-13
and of all Riders applicable to this Bond issued during the Bond Period.
--------------------------------------------------------------------------------
By: /S/ Maggie Sullivan
-------------------------
Authorized Representative
INVESTMENT COMPANY BLANKET BOND
ICI Mutual Insurance Company (the "Underwriter"), in consideration of an agreed
premium, and in reliance upon the Application and all other information
furnished to the Underwriter by the Insured, and subject to and in accordance
with the Declarations, General Agreements, Provisions, Conditions and
Limitations and other terms of this bond (including all riders hereto) ("Bond"),
to the extent of the Limit of Liability and subject to the Deductible Amount,
agrees to indemnify the Insured for the loss, as described in the Insuring
Agreements, sustained by the Insured at any time but discovered during the Bond
Period.
INSURING AGREEMENTS
A. FIDELITY
Loss (including loss of Property) caused by any Dishonest or Fraudulent Act
or Theft committed by an Employee anywhere, alone or in collusion with
other persons (whether or not Employees), during the time such Employee has
the status of an Employee as defined herein, and even if such loss is not
discovered until after he or she ceases to be an Employee, EXCLUDING loss
covered under Insuring Agreement B.
B. AUDIT EXPENSE
Expense incurred by the Insured for that part of audits or examinations
required by any governmental regulatory authority or Self Regulatory
Organization to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery of loss
sustained by the Insured and covered by this Bond.
C. ON PREMISES
Loss of Property (including damage thereto or destruction thereof) located
or reasonably believed by the Insured to be located within the Insured's
offices or premises, caused by Theft or by any Dishonest or Fraudulent Act
or through Mysterious Disappearance, EXCLUDING loss covered under Insuring
Agreement A.
D. IN TRANSIT
Loss of Property (including damage thereto or destruction thereof) while
the Property is in transit in the custody of any person authorized by an
Insured to act as a messenger, except while in the mail or with a carrier
for hire (other than a Security Company), EXCLUDING loss covered under
Insuring Agreement A. Property is "in transit" beginning immediately upon
receipt of such Property by the transporting person and ending immediately
upon delivery at the specified destination.
E. FORGERY OR ALTERATION
Loss caused by the Forgery or Alteration of or on (1) any bills of
exchange, checks, drafts, or other written orders or directions to pay
certain sums in money, acceptances, certificates of deposit, due bills,
money orders, or letters of credit; or (2) other written instructions,
requests or applications to the Insured, authorizing or acknowledging the
transfer, payment, redemption, delivery or receipt of
Property, or giving notice of any bank account, which instructions or
requests or applications purport to have been signed or endorsed by (a) any
customer of the Insured, or (b) any shareholder of or subscriber to shares
issued by any Investment Company, or (c) any financial or banking
institution or stockbroker; or (3) withdrawal orders or receipts for the
withdrawal of Property, or receipts or certificates of deposit for Property
and bearing the name of the Insured as issuer or of another Investment
Company for which the Insured acts as agent.
This Insuring Agreement E does not cover loss caused by Forgery or
Alteration of Securities or loss covered under Insuring Agreement A.
F. SECURITIES
Loss resulting from the Insured, in good faith, in the ordinary course of
business, and in any capacity whatsoever, whether for its own account or
for the account of others, having acquired, accepted or received, or sold
or delivered, or given any value, extended any credit or assumed any
liability on the faith of any Securities, where such loss results from the
fact that such Securities (1) were Counterfeit, or (2) were lost or stolen,
or (3) contain a Forgery or Alteration, and notwithstanding whether or not
the act of the Insured causing such loss violated the constitution,
by-laws, rules or regulations of any Self Regulatory Organization, whether
or not the Insured was a member thereof, EXCLUDING loss covered under
Insuring Agreement A.
G. COUNTERFEIT CURRENCY
Loss caused by the Insured in good faith having received or accepted (1)
any money orders which prove to be Counterfeit or to contain an Alteration
or (2) paper currencies or coin of the United States of America or Canada
which prove to be Counterfeit.
This Insuring Agreement G does not cover loss covered under Insuring
Agreement A.
H. UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from the payment of dividends, issuance of Fund shares or
redemptions or exchanges permitted from an account with the Fund as a
consequence of
(1) uncollectible Items of Deposit of a Fund's customer, shareholder or
subscriber credited by the Insured or its agent to such person's Fund
account, or
(2) any Item of Deposit processed through an automated clearing house
which is reversed by a Fund's customer, shareholder or subscriber and
is deemed uncollectible by the Insured;
PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible until
the Insured's collection procedures have failed, (b) exchanges of shares
between Funds with exchange privileges shall be covered hereunder only if
all such Funds are insured by the Underwriter for uncollectible Items of
Deposit, and (c) the Insured Fund shall have implemented and maintained a
policy to hold Items of Deposit for the minimum number of days stated in
its Application (as amended from time to time) before paying any dividend
or permitting any withdrawal with respect to such Items of Deposit (other
than exchanges between Funds). Regardless of the number of transactions
between Funds in an exchange program, the minimum number of days an Item of
Deposit must be held shall begin from the date the Item of Deposit was
first credited to any Insured Fund.
This Insuring Agreement H does not cover loss covered under Insuring
Agreement A.
I. PHONE/ELECTRONIC TRANSACTIONS
Loss caused by a Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
(1) is transmitted to the Insured or its agents by voice over the
telephone or by Electronic Transmission; and
(2) is made by an individual purporting to be a Fund shareholder or
subscriber or an authorized agent of a Fund shareholder or subscriber;
and
(3) is unauthorized or fraudulent and is made with the manifest intent to
deceive;
PROVIDED, that the entity receiving such request generally maintains and
follows during the Bond Period all Phone/Electronic Transaction Security
Procedures with respect to all Phone/Electronic Transactions; and
EXCLUDING loss resulting from:
(1) the failure to pay for shares attempted to be purchased; or
(2) any redemption of Investment Company shares which had been improperly
credited to a shareholder's account where such shareholder (a) did not
cause, directly or indirectly, such shares to be credited to such
account, and (b) directly or indirectly received any proceeds or other
benefit from such redemption; or
(3) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be paid or made payable
to other than (a) the Shareholder of Record, or (b) any other person
or bank account designated to receive redemption proceeds (i) in the
initial account application, or (ii) in writing (not to include
Electronic Transmission) accompanied by a signature guarantee; or
(4) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be sent to other than
any address for such account which was designated (a) in the initial
account application, or (b) in writing (not to include Electronic
Transmission), where such writing is received at least one (1) day
prior to such redemption request, or (c) by voice over the telephone
or by Electronic Transmission at least fifteen (15) days prior to such
redemption; or
(5) the intentional failure to adhere to one or more Phone/Electronic
Transaction Security Procedures; or
(6) a Phone/Electronic Transaction request transmitted by electronic mail
or transmitted by any method not subject to the Phone/Electronic
Transaction Security Procedures; or
(7) the failure or circumvention of any physical or electronic protection
device, including any firewall, that imposes restrictions on the flow
of electronic traffic in or out of any Computer System.
This Insuring Agreement I does not cover loss covered under Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE
1. Except as provided in paragraph 2 below, this Bond shall apply to any
additional office(s) established by the Insured during the Bond Period
and to all Employees during the Bond Period, without the need to give
notice thereof or pay additional premiums to the Underwriter for the
Bond Period.
2. If during the Bond Period an Insured Investment Company shall merge or
consolidate with an institution in which such Insured is the surviving
entity, or purchase substantially all the assets or capital stock of
another institution, or acquire or create a separate investment
portfolio, and shall within sixty (60) days notify the Underwriter
thereof, then this Bond shall automatically apply to the Property and
Employees resulting from such merger, consolidation, acquisition or
creation from the date thereof; provided, that the Underwriter may
make such coverage contingent upon the payment of an additional
premium.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but
only a warranty that such statement is true to the best of the knowledge of
the person responsible for such statement.
C. COURT COSTS AND ATTORNEYS' FEES
The Underwriter will indemnify the Insured against court costs and
reasonable attorneys' fees incurred and paid by the Insured in defense of
any legal proceeding brought against the Insured claiming that the Insured
is liable for any loss, claim or damage which, if established against the
Insured, would constitute a loss sustained by the Insured covered under the
terms of this Bond; provided, however, that with respect to Insuring
Agreement A this indemnity shall apply only in the event that
1. an Employee admits to having committed or is adjudicated to have
committed a Dishonest or Fraudulent Act or Theft which caused the
loss; or
2. in the absence of such an admission or adjudication, an arbitrator or
arbitrators acceptable to the Insured and the Underwriter concludes,
after a review of an agreed statement of facts, that an Employee has
committed a Dishonest or Fraudulent Act or Theft which caused the
loss.
The Insured shall promptly give notice to the Underwriter of any such legal
proceeding and upon request shall furnish the Underwriter with copies of
all pleadings and other papers therein. At the Underwriter's election the
Insured shall permit the Underwriter to conduct the defense of such legal
proceeding in the Insured's name, through attorneys of the Underwriter's
selection. In such event, the Insured shall give all reasonable information
and assistance which the Underwriter shall deem necessary to the proper
defense of such legal proceeding.
If the amount of the Insured's liability or alleged liability in any such
legal proceeding is greater than the amount which the Insured would be
entitled to recover under this Bond (other than pursuant to this General
Agreement C), or if a Deductible Amount is applicable, or both, the
indemnity liability of the Underwriter under this General Agreement C is
limited to the proportion of court costs and attorneys' fees incurred and
paid by the Insured or by the Underwriter that the amount which the Insured
would be
entitled to recover under this Bond (other than pursuant to this General
Agreement C) bears to the sum of such amount plus the amount which the
Insured is not entitled to recover. Such indemnity shall be in addition to
the Limit of Liability for the applicable Insuring Agreement.
THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms used in this Bond shall have the meanings stated in this
Section:
A. "ALTERATION" means the marking, changing or altering in a material way
of the terms, meaning or legal effect of a document with the intent to
deceive.
B. "APPLICATION" means the Insured's application (and any attachments and
materials submitted in connection therewith) furnished to the
Underwriter for this Bond.
C. "COMPUTER SYSTEM" means (1) computers with related peripheral
components, including storage components, (2) systems and applications
software, (3) terminal devices, (4) related communications networks or
customer communication systems, and (5) related electronic funds
transfer systems; by which data or monies are electronically
collected, transmitted, processed, stored or retrieved.
D. "COUNTERFEIT" means, with respect to any item, one which is false but
is intended to deceive and to be taken for the original authentic
item.
E. "DEDUCTIBLE AMOUNT" means, with respect to any Insuring Agreement, the
amount set forth under the heading "Deductible Amount" in Item 3 of
the Declarations or in any Rider for such Insuring Agreement,
applicable to each Single Loss covered by such Insuring Agreement.
F. "DEPOSITORY" means any "securities depository" (other than any foreign
securities depository) in which an Investment Company may deposit its
Securities in accordance with Rule 17f-4 under the Investment Company
Act of 1940.
G. "DISHONEST OR FRAUDULENT ACT" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious manifest
intent (1) to cause the Insured to sustain a loss and (2) to obtain
financial benefit for the perpetrator or any other person (other than
salaries, commissions, fees, bonuses, awards, profit sharing, pensions
or other employee benefits). A Dishonest or Fraudulent Act does not
mean or include a reckless act, a negligent act, or a grossly
negligent act.
H. "ELECTRONIC TRANSMISSION" means any transmission effected by
electronic means, including but not limited to a transmission effected
by telephone tones, Telefacsimile, wireless device, or over the
Internet.
I. "EMPLOYEE" means:
(1) each officer, director, trustee, partner or employee of the
Insured, and
(2) each officer, director, trustee, partner or employee of any
predecessor of the Insured whose principal assets are acquired by
the Insured by consolidation or merger with, or purchase of
assets or capital stock of, such predecessor, and
(3) each attorney performing legal services for the Insured and each
employee of such attorney or of the law firm of such attorney
while performing services for the Insured, and
(4) each student who is an authorized intern of the Insured, while in
any of the Insured's offices, and
(5) each officer, director, trustee, partner or employee of
(a) an investment adviser,
(b) an underwriter (distributor),
(c) a transfer agent or shareholder accounting recordkeeper, or
(d) an administrator authorized by written agreement to keep
financial and/or other required records,
for an Investment Company named as an Insured, but only while (i)
such officer, partner or employee is performing acts coming
within the scope of the usual duties of an officer or employee of
an Insured, or (ii) such officer, director, trustee, partner or
employee is acting as a member of any committee duly elected or
appointed to examine or audit or have custody of or access to the
Property of the Insured, or (iii) such director or trustee (or
anyone acting in a similar capacity) is acting outside the scope
of the usual duties of a director or trustee; provided, that the
term "Employee" shall not include any officer, director, trustee,
partner or employee of a transfer agent, shareholder accounting
recordkeeper or administrator (x) which is not an "affiliated
person" (as defined in Section 2(a) of the Investment Company Act
of 1940) of an Investment Company named as Insured or of the
adviser or underwriter of such Investment Company, or (y) which
is a "Bank" (as defined in Section 2(a) of the Investment Company
Act of 1940), and
(6) each individual assigned, by contract or by any agency furnishing
temporary personnel, in either case on a contingent or part-time
basis, to perform the usual duties of an employee in any office
of the Insured, and
(7) each individual assigned to perform the usual duties of an
employee or officer of any entity authorized by written agreement
with the Insured to perform services as electronic data processor
of checks or other accounting records of the Insured, but
excluding a processor which acts as transfer agent or in any
other agency capacity for the Insured in issuing checks, drafts
or securities, unless included under subsection (5) hereof, and
(8) each officer, partner or employee of
(a) any Depository or Exchange,
(b) any nominee in whose name is registered any Security
included in the systems for the central handling of
securities established and maintained by any Depository, and
(c) any recognized service company which provides clerks or
other personnel to any Depository or Exchange on a contract
basis,
while such officer, partner or employee is performing services
for any Depository in the operation of systems for the central
handling of securities, and
(9) in the case of an Insured which is an "employee benefit plan" (as
defined in Section 3 of the Employee Retirement Income Security
Act of 1974 ("ERISA")) for officers, directors or employees of
another Insured ("In-House Plan"), any "fiduciary" or other "plan
official" (within the meaning of Section 412 of ERISA) of such
In-House Plan, provided that such fiduciary or other plan
official is a director, partner, officer, trustee or employee of
an Insured (other than an In-House Plan).
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and
employees shall collectively be deemed to be one person for all the
purposes of this Bond.
Brokers, agents, independent contractors, or representatives of the same
general character shall not be considered Employees, except as provided in
subsections (3), (6), and (7).
J. "EXCHANGE" means any national securities exchange registered under the
Securities Exchange Act of 1934.
K. "FORGERY" means the physical signing on a document of the name of
another person (whether real or fictitious) with the intent to
deceive. A Forgery may be by means of mechanically reproduced
facsimile signatures as well as handwritten signatures. Forgery does
not include the signing of an individual's own name, regardless of
such individual's authority, capacity or purpose.
L. "ITEMS OF DEPOSIT" means one or more checks or drafts.
M. "INVESTMENT COMPANY" or "FUND" means an investment company registered
under the Investment Company Act of 1940.
N. "LIMIT OF LIABILITY" means, with respect to any Insuring Agreement,
the limit of liability of the Underwriter for any Single Loss covered
by such Insuring Agreement as set forth under the heading "Limit of
Liability" in Item 3 of the Declarations or in any Rider for such
Insuring Agreement.
O. "MYSTERIOUS DISAPPEARANCE" means any disappearance of Property which,
after a reasonable investigation has been conducted, cannot be
explained.
P. "NON-FUND" means any corporation, business trust, partnership, trust
or other entity which is not an Investment Company.
Q. "PHONE/ELECTRONIC TRANSACTION SECURITY PROCEDURES" means security
procedures for Phone/Electronic Transactions as provided in writing to
the Underwriter.
R. "PHONE/ELECTRONIC TRANSACTION" means any (1) redemption of shares
issued by an Investment Company, (2) election concerning dividend
options available to Fund shareholders, (3) exchange of shares in a
registered account of one Fund into shares in an identically
registered account of another Fund in the same complex pursuant to
exchange privileges of the two Funds, or (4) purchase of shares issued
by an Investment Company, which redemption, election, exchange or
purchase is requested by voice over the telephone or through an
Electronic Transmission.
S. "PROPERTY" means the following tangible items: money, postage and
revenue stamps, precious metals, Securities, bills of exchange,
acceptances, checks, drafts, or other written orders or directions to
pay sums certain in money, certificates of deposit, due bills, money
orders, letters of credit, financial futures contracts, conditional
sales contracts, abstracts of title, insurance policies, deeds,
mortgages, and assignments of any of the foregoing, and other valuable
papers, including books of account and other records used by the
Insured in the conduct of its business, and all other instruments
similar to or in the nature of the foregoing (but excluding all data
processing records), in which the Insured has an interest or in which
the Insured acquired or should have acquired an interest by reason of
a predecessor's declared financial condition at the time of the
Insured's
consolidation or merger with, or purchase of the principal assets of,
such predecessor or which are held by the Insured for any purpose or
in any capacity.
T. "SECURITIES" means original negotiable or non-negotiable agreements or
instruments which represent an equitable or legal interest, ownership
or debt (including stock certificates, bonds, promissory notes, and
assignments thereof), which are in the ordinary course of business and
transferable by physical delivery with appropriate endorsement or
assignment. "Securities" does not include bills of exchange,
acceptances, certificates of deposit, checks, drafts, or other written
orders or directions to pay sums certain in money, due bills, money
orders, or letters of credit.
U. "SECURITY COMPANY" means an entity which provides or purports to
provide the transport of Property by secure means, including, without
limitation, by use of armored vehicles or guards.
V. "SELF REGULATORY ORGANIZATION" means any association of investment
advisers or securities dealers registered under the federal securities
laws, or any Exchange.
W. "SHAREHOLDER OF RECORD" means the record owner of shares issued by an
Investment Company or, in the case of joint ownership of such shares,
all record owners, as designated (1) in the initial account
application, or (2) in writing accompanied by a signature guarantee,
or (3) pursuant to procedures as set forth in the Application.
X. "SINGLE LOSS" means:
(1) all loss resulting from any one actual or attempted Theft
committed by one person, or
(2) all loss caused by any one act (other than a Theft or a Dishonest
or Fraudulent Act) committed by one person, or
(3) all loss caused by Dishonest or Fraudulent Acts committed by one
person, or
(4) all expenses incurred with respect to any one audit or
examination, or
(5) all loss caused by any one occurrence or event other than those
specified in subsections (1) through (4) above.
All acts or omissions of one or more persons which directly or
indirectly aid or, by failure to report or otherwise, permit the
continuation of an act referred to in subsections (1) through (3)
above of any other person shall be deemed to be the acts of such other
person for purposes of this subsection.
All acts or occurrences or events which have as a common nexus any
fact, circumstance, situation, transaction or series of facts,
circumstances, situations, or transactions shall be deemed to be one
act, one occurrence, or one event.
Y. "TELEFACSIMILE" means a system of transmitting and reproducing fixed
graphic material (as, for example, printing) by means of signals
transmitted over telephone lines or over the Internet.
Z. "THEFT" means robbery, burglary or hold-up, occurring with or without
violence or the threat of violence.
SECTION 2. EXCLUSIONS
THIS BOND DOES NOT COVER:
A. Loss resulting from (1) riot or civil commotion outside the United
States of America and Canada, or (2) war, revolution, insurrection,
action by armed forces, or usurped power, wherever occurring; except
if such loss occurs in transit, is otherwise covered under Insuring
Agreement D, and when such transit was initiated, the Insured or any
person initiating such transit on the Insured's behalf had no
knowledge of such riot, civil commotion, war, revolution,
insurrection, action by armed forces, or usurped power.
B. Loss in time of peace or war resulting from nuclear fission or fusion
or radioactivity, or biological or chemical agents or hazards, or
fire, smoke, or explosion, or the effects of any of the foregoing.
C. Loss resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of
Directors or any equivalent body of the Insured or of any other
entity.
D. Loss resulting from any nonpayment or other default of any loan or
similar transaction made by the Insured or any of its partners,
directors, officers or employees, whether or not authorized and
whether procured in good faith or through a Dishonest or Fraudulent
Act, unless such loss is otherwise covered under Insuring Agreement A,
E or F.
E. Loss resulting from any violation by the Insured or by any Employee of
any law, or any rule or regulation pursuant thereto or adopted by a
Self Regulatory Organization, regulating the issuance, purchase or
sale of securities, securities transactions upon security exchanges or
over the counter markets, Investment Companies, or investment
advisers, unless such loss, in the absence of such law, rule or
regulation, would be covered under Insuring Agreement A, E or F.
F. Loss of Property while in the custody of any Security Company, unless
such loss is covered under this Bond and is in excess of the amount
recovered or received by the Insured under (1) the Insured's contract
with such Security Company, and (2) insurance or indemnity of any kind
carried by such Security Company for the benefit of, or otherwise
available to, users of its service, in which case this Bond shall
cover only such excess, subject to the applicable Limit of Liability
and Deductible Amount.
G. Potential income, including but not limited to interest and dividends,
not realized by the Insured because of a loss covered under this Bond,
except when covered under Insuring Agreement H.
H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes,
fines, or penalties, including without limitation two-thirds of treble
damage awards pursuant to judgments under any statute or regulation.
I. Loss resulting from the surrender of Property away from an office of
the Insured as a result of a threat
(1) to do bodily harm to any person, except loss of Property in
transit in the custody of any person acting as messenger as a
result of a threat to do bodily harm to such person, if the
Insured had no knowledge of such threat at the time such transit
was initiated, or
(2) to do damage to the premises or Property of the Insured, unless
such loss is otherwise covered under Insuring Agreement A.
J. All costs, fees and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under this
Bond, except to the extent certain audit expenses are covered under
Insuring Agreement B.
K. Loss resulting from payments made to or withdrawals from any account,
involving funds erroneously credited to such account, unless such loss
is otherwise covered under Insuring Agreement A.
L. Loss resulting from uncollectible Items of Deposit which are drawn
upon a financial institution outside the United States of America, its
territories and possessions, or Canada.
M. Loss resulting from the Dishonest or Fraudulent Acts, Theft, or other
acts or omissions of an Employee primarily engaged in the sale of
shares issued by an Investment Company to persons other than (1) a
person registered as a broker under the Securities Exchange Act of
1934 or (2) an "accredited investor" as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, which is not an
individual.
N. Loss resulting from the use of credit, debit, charge, access,
convenience, identification, cash management or other cards, whether
such cards were issued or purport to have been issued by the Insured
or by anyone else, unless such loss is otherwise covered under
Insuring Agreement A.
O. Loss resulting from any purchase, redemption or exchange of securities
issued by an Investment Company or other Insured, or any other
instruction, request, acknowledgement, notice or transaction involving
securities issued by an Investment Company or other Insured or the
dividends in respect thereof, when any of the foregoing is requested,
authorized or directed or purported to be requested, authorized or
directed by voice over the telephone or by Electronic Transmission,
unless such loss is otherwise covered under Insuring Agreement A or
Insuring Agreement I.
P. Loss resulting from any Dishonest or Fraudulent Act or Theft committed
by an Employee as defined in Section 1.I(2), unless such loss (1)
could not have been reasonably discovered by the due diligence of the
Insured at or prior to the time of acquisition by the Insured of the
assets acquired from a predecessor, and (2) arose out of a lawsuit or
valid claim brought against the Insured by a person unaffiliated with
the Insured or with any person affiliated with the Insured.
Q. Loss resulting from the unauthorized entry of data into, or the
deletion or destruction of data in, or the change of data elements or
programs within, any Computer System, unless such loss is otherwise
covered under Insuring Agreement A.
SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter shall
be subrogated to the extent of such payment to all of the Insured's rights
and claims in connection with such loss; provided, however, that the
Underwriter shall not be subrogated to any such rights or claims one named
Insured under this Bond may have against another named Insured under this
Bond. At the request of the Underwriter, the Insured shall execute all
assignments or other documents and take such action as the Underwriter may
deem necessary or desirable to secure and perfect such rights and claims,
including the execution of documents necessary to enable the Underwriter to
bring suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the
Underwriter without the Underwriter's written consent.
SECTION 4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the
Underwriter shall not be liable hereunder for loss sustained by anyone
other than the Insured, except that if the Insured includes such other loss
in the Insured's proof of loss, the Underwriter shall consider its
liability therefor. As soon as practicable and not more than sixty (60)
days after discovery of any loss covered hereunder, the Insured shall give
the Underwriter written notice thereof and, as soon as practicable and
within one year after such discovery, shall also furnish to the Underwriter
affirmative proof of loss with full particulars. The Underwriter may extend
the sixty day notice period or the one year proof of loss period if the
Insured requests an extension and shows good cause therefor.
See also General Agreement C (Court Costs and Attorneys' Fees).
The Underwriter shall not be liable hereunder for loss of Securities unless
each of the Securities is identified in such proof of loss by a certificate
or bond number or by such identification means as the Underwriter may
require. The Underwriter shall have a reasonable period after receipt of a
proper affirmative proof of loss within which to investigate the claim, but
where the loss is of Securities and is clear and undisputed, settlement
shall be made within forty-eight (48) hours even if the loss involves
Securities of which duplicates may be obtained.
The Insured shall not bring legal proceedings against the Underwriter to
recover any loss hereunder prior to sixty (60) days after filing such proof
of loss or subsequent to twenty-four (24) months after the discovery of
such loss or, in the case of a legal proceeding to recover hereunder on
account of any judgment against the Insured in or settlement of any suit
mentioned in General Agreement C or to recover court costs or attorneys'
fees paid in any such suit, twenty-four (24) months after the date of the
final judgment in or settlement of such suit. If any limitation in this
Bond is prohibited by any applicable law, such limitation shall be deemed
to be amended to be equal to the minimum period of limitation permitted by
such law.
Notice hereunder shall be given to Manager, Professional Liability Claims,
ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402-0730.
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery of a
loss occurs, when the Insured
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third party which
alleges that the Insured is liable under circumstances,
which would cause a reasonable person to assume that loss covered by this
Bond has been or is likely to be incurred even though the exact amount or
details of loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the value
of any Property shall be the market value of such Property at the close of
business on the first business day before the discovery of such loss;
except that
(1) the value of any Property replaced by the Insured prior to the payment
of a claim therefor shall be the actual market value of such Property
at the time of replacement, but not in excess of the market value of
such Property on the first business day before the discovery of the
loss of such Property;
(2) the value of Securities which must be produced to exercise
subscription, conversion, redemption or deposit privileges shall be
the market value of such privileges immediately preceding the
expiration thereof if the loss of such Securities is not discovered
until after such expiration, but if there is no quoted or other
ascertainable market price for such Property or privileges referred to
in clauses (1) and (2), their value shall be fixed by agreement
between the parties or by arbitration before an arbitrator or
arbitrators acceptable to the parties; and
(3) the value of books of accounts or other records used by the Insured in
the conduct of its business shall be limited to the actual cost of
blank books, blank pages or other materials if the books or records
are reproduced plus the cost of labor for the transcription or copying
of data furnished by the Insured for reproduction.
SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities
shall be the payment for, or replacement of, such Securities having an
aggregate value not to exceed the applicable Limit of Liability. If the
Underwriter shall make payment to the Insured for any loss of securities,
the Insured shall assign to the Underwriter all of the Insured's right,
title and interest in and to such Securities. In lieu of such payment, the
Underwriter may, at its option, replace such lost Securities, and in such
case the Insured shall cooperate to effect such replacement. To effect the
replacement of lost Securities, the Underwriter may issue or arrange for
the issuance of a lost instrument bond. If the value of such Securities
does not exceed the applicable Deductible Amount (at the time of the
discovery of the loss), the Insured will pay the usual premium charged for
the lost instrument bond and will indemnify the issuer of such bond against
all loss and expense that it may sustain because of the issuance of such
bond.
If the value of such Securities exceeds the applicable Deductible Amount
(at the time of discovery of the loss), the Insured will pay a proportion
of the usual premium charged for the lost instrument bond, equal to the
percentage that the applicable Deductible Amount bears to the value of such
Securities upon discovery of the loss, and will indemnify the issuer of
such bond against all loss and expense that is not recovered from the
Underwriter under the terms and conditions of this Bond, subject to the
applicable Limit of Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss within the applicable Limit of Liability hereunder, the
Underwriter shall be entitled to the full amount of such recovery to
reimburse the Underwriter for all amounts paid hereunder with respect to
such loss. If any recovery is made, whether by the Insured or the
Underwriter, on account of any loss in excess of the applicable Limit of
Liability hereunder plus the Deductible Amount applicable to such loss from
any source other than suretyship, insurance, reinsurance, security or
indemnity taken by or for the benefit of the Underwriter, the amount of
such recovery, net of the actual costs and expenses of recovery, shall be
applied to reimburse the Insured in full for the portion of such loss in
excess of such Limit of Liability, and the remainder, if any, shall be paid
first to reimburse the Underwriter for all amounts paid hereunder with
respect to such loss and then to the Insured to the extent of the portion
of such loss within the Deductible Amount. The Insured shall execute all
documents which the Underwriter deems necessary or desirable to secure to
the Underwriter the rights provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
Prior to its termination, this Bond shall continue in force up to the Limit
of Liability for each Insuring Agreement for each Single Loss,
notwithstanding any previous loss (other than such Single Loss) for which
the Underwriter may have paid or be liable to pay hereunder; PROVIDED,
however, that regardless of the number of years this Bond shall continue in
force and the number of premiums which shall be payable or paid, the
liability of the Underwriter under this Bond with respect to any Single
Loss shall be limited to the applicable Limit of Liability irrespective of
the total amount of such Single Loss and shall not be cumulative in amounts
from year to year or from period to period.
SECTION 10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
The maximum liability of the Underwriter for any Single Loss covered by any
Insuring Agreement under this Bond shall be the Limit of Liability
applicable to such Insuring Agreement, subject to the applicable Deductible
Amount and the other provisions of this Bond. Recovery for any Single Loss
may not be made under more than one Insuring Agreement. If any Single Loss
covered under this Bond is recoverable or recovered in whole or in part
because of an unexpired discovery period under any other bonds or policies
issued by the Underwriter to the Insured or to any predecessor in interest
of the Insured, the maximum liability of the Underwriter shall be the
greater of either (1) the applicable Limit of Liability under this Bond, or
(2) the maximum liability of the Underwriter under such other bonds or
policies.
SECTION 11. OTHER INSURANCE
Notwithstanding anything to the contrary herein, if any loss covered by
this Bond shall also be covered by other insurance or suretyship for the
benefit of the Insured, the Underwriter shall be liable hereunder only for
the portion of such loss in excess of the amount recoverable under such
other insurance or suretyship, but not exceeding the applicable Limit of
Liability of this Bond.
SECTION 12. DEDUCTIBLE AMOUNT
The Underwriter shall not be liable under any Insuring Agreement unless the
amount of the loss covered thereunder, after deducting the net amount of
all reimbursement and/or recovery received by the Insured with respect to
such loss (other than from any other bond, suretyship or insurance policy
or as an
advance by the Underwriter hereunder) shall exceed the applicable
Deductible Amount; in such case the Underwriter shall be liable only for
such excess, subject to the applicable Limit of Liability and the other
terms of this Bond.
No Deductible Amount shall apply to any loss covered under Insuring
Agreement A sustained by any Investment Company named as an Insured.
SECTION 13. TERMINATION
The Underwriter may terminate this Bond as to any Insured or all Insureds
only by written notice to such Insured or Insureds and, if this Bond is
terminated as to any Investment Company, to each such Investment Company
terminated thereby and to the Securities and Exchange Commission,
Washington, D.C., in all cases not less than sixty (60) days prior to the
effective date of termination specified in such notice.
The Insured may terminate this Bond only by written notice to the
Underwriter not less than sixty (60) days prior to the effective date of
the termination specified in such notice. Notwithstanding the foregoing,
when the Insured terminates this Bond as to any Investment Company, the
effective date of termination shall be not less than sixty (60) days from
the date the Underwriter provides written notice of the termination to each
such Investment Company terminated thereby and to the Securities and
Exchange Commission, Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund immediately
and without notice upon (1) the takeover of such Insured's business by any
State or Federal official or agency, or by any receiver or liquidator, or
(2) the filing of a petition under any State or Federal statute relative to
bankruptcy or reorganization of the Insured, or assignment for the benefit
of creditors of the Insured.
Premiums are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short rates in
accordance with the Underwriter's standard short rate cancellation tables
if this Bond is terminated by the Insured or pro rata if this Bond is
terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed any
Dishonest or Fraudulent Act(s) or Theft, the Insured shall immediately
remove such Employee from a position that may enable such Employee to cause
the Insured to suffer a loss by any subsequent Dishonest or Fraudulent
Act(s) or Theft. The Insured, within two (2) business days of such
detection, shall notify the Underwriter with full and complete particulars
of the detected Dishonest or Fraudulent Act(s) or Theft.
For purposes of this section, detection occurs when any partner, officer,
or supervisory employee of any Insured, who is not in collusion with such
Employee, becomes aware that the Employee has committed any Dishonest or
Fraudulent Act(s) or Theft.
This Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission, in
all cases not less than sixty (60) days prior to the effective date of
termination specified in such notice.
SECTION 14. RIGHTS AFTER TERMINATION
At any time prior to the effective date of termination of this Bond as to
any Insured, such Insured may, by written notice to the Underwriter, elect
to purchase the right under this Bond to an additional period
of twelve (12) months within which to discover loss sustained by such
Insured prior to the effective date of such termination and shall pay an
additional premium therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and without
notice upon the takeover of such Insured's business by any State or Federal
official or agency, or by any receiver or liquidator. Promptly after such
termination the Underwriter shall refund to the Insured any unearned
premium.
The right to purchase such additional discovery period may not be exercised
by any State or Federal official or agency, or by any receiver or
liquidator, acting or appointed to take over the Insured's business.
SECTION 15. CENTRAL HANDLING OF SECURITIES
The Underwriter shall not be liable for loss in connection with the central
handling of securities within the systems established and maintained by any
Depository ("Systems"), unless the amount of such loss exceeds the amount
recoverable or recovered under any bond or policy or participants' fund
insuring the Depository against such loss (the "Depository's Recovery"); in
such case the Underwriter shall be liable hereunder only for the Insured's
share of such excess loss, subject to the applicable Limit of Liability,
the Deductible Amount and the other terms of this Bond.
For determining the Insured's share of such excess loss, (1) the Insured
shall be deemed to have an interest in any certificate representing any
security included within the Systems equivalent to the interest the Insured
then has in all certificates representing the same security included within
the Systems; (2) the Depository shall have reasonably and fairly
apportioned the Depository's Recovery among all those having an interest as
recorded by appropriate entries in the books and records of the Depository
in Property involved in such loss, so that each such interest shall share
in the Depository's Recovery in the ratio that the value of each such
interest bears to the total value of all such interests; and (3) the
Insured's share of such excess loss shall be the amount of the Insured's
interest in such Property in excess of the amount(s) so apportioned to the
Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or Exchange
or any nominee in whose name is registered any security included within the
Systems.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one entity is named as the Insured:
A. the total liability of the Underwriter hereunder for each Single Loss
shall not exceed the Limit of Liability which would be applicable if
there were only one named Insured, regardless of the number of Insured
entities which sustain loss as a result of such Single Loss,
B. the Insured first named in Item 1 of the Declarations shall be deemed
authorized to make, adjust, and settle, and receive and enforce
payment of, all claims hereunder as the agent of each other Insured
for such purposes and for the giving or receiving of any notice
required or permitted to be given hereunder; provided, that the
Underwriter shall promptly furnish each named Insured Investment
Company with (1) a copy of this Bond and any amendments thereto, (2) a
copy of each formal filing of a claim hereunder by any other Insured,
and (3) notification of the terms of the settlement of each such claim
prior to the execution of such settlement,
C. the Underwriter shall not be responsible or have any liability for the
proper application by the Insured first named in Item 1 of the
Declarations of any payment made hereunder to the first named Insured,
D. for the purposes of Sections 4 and 13, knowledge possessed or
discovery made by any partner, officer or supervisory Employee of any
Insured shall constitute knowledge or discovery by every named
Insured,
E. if the first named Insured ceases for any reason to be covered under
this Bond, then the Insured next named shall thereafter be considered
as the first named Insured for the purposes of this Bond, and
F. each named Insured shall constitute "the Insured" for all purposes of
this Bond.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Within thirty (30) days after learning that there has been a change in
control of an Insured by transfer of its outstanding voting securities the
Insured shall give written notice to the Underwriter of:
A. the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name), and
B. the total number of voting securities owned by the transferors and the
transferees (or the beneficial owners), both immediately before and
after the transfer, and
C. the total number of outstanding voting securities.
As used in this Section, "control" means the power to exercise a
controlling influence over the management or policies of the Insured.
SECTION 18. CHANGE OR MODIFICATION
This Bond may only be modified by written Rider forming a part hereof over
the signature of the Underwriter's authorized representative. Any Rider
which modifies the coverage provided by Insuring Agreement A, Fidelity, in
a manner which adversely affects the rights of an Insured Investment
Company shall not become effective until at least sixty (60) days after the
Underwriter has given written notice thereof to the Securities and Exchange
Commission, Washington, D.C., and to each Insured Investment Company
affected thereby.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the
Declarations Page.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
Morgan Stanley Distributors, Inc.
Morgan Stanley Services Company, Inc.
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust
Active Assets Institutional Government Securities Trust
Active Assets Institutional Money Trust
Active Assets Money Trust
Active Assets Tax-Free Trust
Morgan Stanley Aggressive Equity Fund
Morgan Stanley Allocator Fund
Morgan Stanley American Opportunities Fund
Morgan Stanley Balanced Growth Fund
Morgan Stanley Balanced Income Fund
Morgan Stanley Biotechnology Fund
Morgan Stanley California Insured Municipal Income Trust
Morgan Stanley California Quality Municipal Securities
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 Developing Growth Securities Trust
Morgan Stanley Dividend Growth Securities Trust
Morgan Stanley Equally Weighed S&P 500 Fund
Morgan Stanley European Equity Fund Inc.
Morgan Stanley Federal Securities Trust
Morgan Stanley Financial Services Trust
Morgan Stanley Flexible Income Trust
Morgan Stanley Fundamental Value Fund
Morgan Stanley Global Advantage Fund
Morgan Stanley Global Dividend Growth Securities
Morgan Stanley Global Utilities Fund
Morgan Stanley Growth Fund
Morgan Stanley Health Sciences Trust
Morgan Stanley High Yield Securities Inc.
Morgan Stanley Income Builder Fund
Morgan Stanley Income Trust
Morgan Stanley Information Fund
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 International Fund
Morgan Stanley International SmallCap Fund
Morgan Stanley International Value Equity Fund
Morgan Stanley Japan Fund
Morgan Stanley KLD Social Index Fund
Morgan Stanley Limited Duration Fund
Morgan Stanley Limited Duration US Treasury Trust
Morgan Stanley Limited Term Municipal Trust
Morgan Stanley Liquid Asset Fund Inc.
Morgan Stanley Mid Cap Value Fund
Morgan Stanley Mortgage Securities Trust
Morgan Stanley Multi-Asset Class Fund
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 NASDAQ 100 Index Fund
Morgan Stanley Natural Resource Development Securities Inc.
Morgan Stanley New York Municipal Money Market Trust
Morgan Stanley New York Quality Municipal Securities
Morgan Stanley New York Tax-Free Income Fund
Morgan Stanley Pacific Growth Fund, Inc.
Morgan Stanley Prime Income Trust
Morgan Stanley Quality Municipal Income Trust
Morgan Stanley Quality Municipal Investment Trust
Morgan Stanley Quality Municipal Securities
Morgan Stanley Real Estate Fund
Morgan Stanley Select Dimensions Investment Series, a series fund
consisting of:
o The American Opportunities Securities Portfolio
o The Balanced Growth Portfolio
o The Capital Opportunities Portfolio
o The Developing Growth Portfolio
o The Dividend Growth Portfolio
o The Equally Weighed S&P Portfolio
o The Flexible Income Portfolio
o The Global Equity Portfolio
o The Growth Portfolio
o The Money Market Portfolio
o The Utilities Portfolio
Morgan Stanley Small-Mid Special Value Fund
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 Total Market Index Fund
Morgan Stanley Total Return Trust
Morgan Stanley U.S. Government Money Market Trust
Morgan Stanley U.S. Government Securities Trust
Morgan Stanley Utilities Fund
Morgan Stanley Value Fund
Morgan Stanley Variable Investment Series, a series fund consisting
of:
o The Aggressive Equity Portfolio
o The Income Builder Portfolio
o The Global Advantage Portfolio
o The Money Market Portfolio
o The Income Plus Portfolio
o The High Yield Portfolio
o The European Growth Portfolio
o The Equity Portfolio
o The Dividend Growth Portfolio
o The Utilities Portfolio
o The Global Dividend Growth Portfolio
o The S&P 500 Index Portfolio
o The Strategist Portfolio
o The Information Portfolio
o The Limited Duration Portfolio
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond (other than Insuring Agreements C and D) does not
cover loss resulting from or in connection with any business, activities, or
acts or omissions of (including services rendered by) any Insured which is not
an Insured Fund ("Non-Fund") or any Employee of a Non-Fund, except loss,
otherwise covered by the terms of this Bond, resulting from or in connection
with
(1) services rendered by a Non-Fund to an Insured Fund, or to shareholders
of such Fund in connection with the issuance, transfer, or redemption
of their Fund shares; or
(2) Investment Advisory Services rendered by a Non-Fund to an investment
advisory client of such Non-Fund; or
(3) in the case of a Non-Fund substantially all of whose business is
rendering the services described in (1) or (2) above, the general
business, activities or operations of such Non-Fund, excluding (a) the
rendering of services (other than those described in (1) or (2) above)
to any person, or (b) the sale of goods or property of any kind.
It is further understood and agreed that with respect to any Non-Fund, Insuring
Agreements C and D only cover loss of Property which a Non-Fund uses or holds,
or in which a Non-Fund has an interest, in each case wholly or partially in
connection with the rendering of services described in (1) or (2) above.
As used herein, "Investment Advisory Services" means (a) advice with respect to
the desirability of investing in, purchasing or selling securities or other
property, including the power to determine what securities or other property
shall be purchased or sold, but not including furnishing only statistical and
other factual information (such as economic factors and trends); and (b) the
provision of financial, economic or investment management services, but only if
ancillary and related to the advice referred to in clause (a) above.
For purposes of this Rider, Investment Advisory Services shall not include
Personal Financial Planning Services.
It is further understood and agreed that as used herein, "Personal Financial
Planning Services" means the provision of financial plans to individuals for
compensation and the provision of services related thereto, and may include
specific recommendations for the implementation of such plans and advice with
respect to tax planning, retirement planning, estate planning, insurance
planning, budgeting and cash management, or similar types of financial advice,
but not including solely Investment Advisory Services.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond, this Bond
shall not cover loss resulting from or in connection with the discretionary
voting by any Insured of securities owned or held by any client of such Insured,
where such securities are issued by (1) such Insured, or (2) any entity
controlling, controlled by, or under common control with such Insured,
("Affiliated Entity"), or (3) any Fund to which such Insured or any Affiliated
Entity provides any services.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding Section 2.Q of this Bond, this Bond is amended
by adding an additional Insuring Agreement J as follows:
J. COMPUTER SECURITY
Loss (including loss of Property) resulting directly from Computer Fraud;
provided, that the Insured has adopted in writing and generally maintains and
follows during the Bond Period all Computer Security Procedures. The isolated
failure of the Insured to maintain and follow a particular Computer Security
Procedure in a particular instance will not preclude coverage under this
Insuring Agreement, subject to the specific exclusions herein and in the Bond.
1. Definitions. The following terms used in this Insuring Agreement shall
have the following meanings:
a. "Authorized User" means any person or entity designated by the
Insured (through contract, assignment of User Identification, or
otherwise) as authorized to use a Covered Computer System, or any
part thereof. An individual who invests in an Insured Fund shall
not be considered to be an Authorized User solely by virtue of
being an investor.
b. "Computer Fraud" means the unauthorized entry of data into, or
the deletion or destruction of data in, or change of data
elements or programs within, a Covered Computer System which:
(1) is committed by any Unauthorized Third Party anywhere, alone
or in collusion with other Unauthorized Third Parties; and
(2) is committed with the conscious manifest intent (a) to cause
the Insured to sustain a loss, and (b) to obtain financial
benefit for the perpetrator or any other person; and
(3) causes (x) Property to be transferred, paid or delivered; or
(y) an account of the Insured, or of its customer, to be
added, deleted, debited or credited; or (z) an unauthorized
or fictitious account to be debited or credited.
c. "Computer Security Procedures" means procedures for prevention of
unauthorized computer access and use and administration of
computer access and use as provided in writing to the
Underwriter.
d. "Covered Computer System" means any Computer System as to which
the Insured has possession, custody and control.
e. "Unauthorized Third Party" means any person or entity that, at
the time of the Computer Fraud, is not an Authorized User.
f. "User Identification" means any unique user name (i.e., a series
of characters) that is assigned to a person or entity by the
Insured.
2. Exclusions. It is further understood and agreed that this Insuring
Agreement J shall not cover:
a. Any loss covered under Insuring Agreement A, "Fidelity," of this
Bond; and
b. Any loss resulting directly or indirectly from Theft or
misappropriation of confidential or proprietary information,
material or data (including but not limited to trade secrets,
computer programs or customer information); and
c. Any loss resulting from the intentional failure to adhere to one
or more Computer Security Procedures; and
d. Any loss resulting from a Computer Fraud committed by or in
collusion with:
(1) any Authorized User (whether a natural person or an entity);
or
(2) in the case of any Authorized User which is an entity, (a)
any director, officer, partner, employee or agent of such
Authorized User, or (b) any entity which controls, is
controlled by, or is under common control with such
Authorized User ("Related Entity"), or (c) any director,
officer, partner, employee or agent of such Related Entity;
or
(3) in the case of any Authorized User who is a natural person,
(a) any entity for which such Authorized User is a director,
officer, partner, employee or agent ("Employer Entity"), or
(b) any director, officer, partner, employee or agent of
such Employer Entity, or (c) any entity which controls, is
controlled by, or is under common control with such Employer
Entity ("Employer-Related Entity"), or (d) any director,
officer, partner, employee or agent of such Employer-Related
Entity;
and
e. Any loss resulting from physical damage to or destruction of any
Covered Computer System, or any part thereof, or any data, data
elements or media associated therewith; and
f. Any loss resulting from Computer Fraud committed by means of
wireless access to any Covered Computer System, or any part
thereof, or any data, data elements or media associated
therewith; and
g. Any loss not directly and proximately caused by Computer Fraud
(including, without limitation, disruption of business and extra
expense); and
h. Payments made to any person(s) who has threatened to deny or has
denied authorized access to a Covered Computer System or
otherwise has threatened to disrupt the business of the Insured.
For purposes of this Insuring Agreement, "Single Loss," as defined in Section
1.X of this Bond, shall also include all loss caused by Computer Fraud(s)
committed by one person, or in which one person is implicated, whether or not
that person is specifically identified. A series of losses involving
unidentified individuals, but arising from the same method of operation, may be
deemed by the Underwriter to involve the same individual and in that event shall
be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider shall affect the
exclusion set forth in Section 2.0 of this Bond.
Coverage under this Insuring Agreement shall terminate upon termination of this
Bond. Coverage under this Insuring Agreement may also be terminated without
terminating this Bond as an entirety:
(a) by written notice from the Underwriter not less than sixty (60) days
prior to the effective date of termination specified in such notice;
or
(b) immediately by written notice from the Insured to the Underwriter.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that not withstanding Section 9, Non-Reduction and Non Accumulation
of Liability and Total Liability, or any other provision of this Bond, the
liability of the Underwriter under this Bond with respect to any and all loss or
losses, under Insuring Agreement H, Uncollectible Items of Deposit, shall be
limited to an aggregate of One Million Dollars ($1,000,000) for the Bond Period,
irrespective of the total amount of any such loss or losses.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the Deductible Amount for Insuring Agreement E, Forgery or
Alteration, and Insuring Agreement F, Securities, shall not apply with respect
to loss through Forgery of a signature on the following documents:
(1) letter requesting redemption of $50,000 or less payable by check to
the shareholder of record and addressed to the address of record; or,
(2) letter requesting redemption of $50,000 or less by wire transfer to
the record shareholder's bank account of record; or
(3) written request to a trustee or custodian for a Designated Retirement
Account ("DRA") which holds shares of an Insured Fund, where such
request (a) purports to be from or at the instruction of the Owner of
such DRA, and (b) directs such trustee or custodian to transfer
$50,000 or less from such DRA to a trustee or custodian for another
DRA established for the benefit of such Owner;
provided, that the Limit of Liability for a Single Loss as described above shall
be $50,000 and that the Insured shall bear 20% of each such loss. This Rider
shall not apply in the case of any such Single Loss which exceeds $50,000; in
such case the Deductible Amounts and Limits of Liability set forth in Item 3 of
the Declarations shall control.
For purposes of this Rider:
(A) "Designated Retirement Account" means any retirement plan or
account described or qualified under the Internal Revenue Code of
1986, as amended, or a subaccount thereof.
(B) "Owner" means the individual for whose benefit the DRA, or a
subaccount thereof, is established.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond does not cover any loss resulting from or in
connection with the acceptance of any Third Party Check, unless
(1) such Third Party Check is used to open or increase an account which is
registered in the name of one or more of the payees on such Third
Party Check, and
(2) reasonable efforts are made by the Insured, or by the entity receiving
Third Party Checks on behalf of the Insured, to verify all
endorsements on all Third Party Checks made payable in amounts greater
than $100,000 (provided, however, that the isolated failure to make
such efforts in a particular instance will not preclude coverage,
subject to the exclusions herein and in the Bond),
and then only to the extent such loss is otherwise covered under this Bond.
For purposes of this Rider, "Third Party Check" means a check made payable to
one or more parties and offered as payment to one or more other parties.
It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in the Bond, this Bond does not cover any loss
resulting from or in connection with the acceptance of a Third Party Check
where:
(1) any payee on such Third Party Check reasonably appears to be a
corporation or other entity; or
(2) such Third Party Check is made payable in an amount greater than
$100,000 and does not include the purported endorsements of all payees
on such Third Party Check.
It is further understood and agreed that this Rider shall not apply with respect
to any coverage that may be available under Insuring Agreement A, "Fidelity."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that, notwithstanding anything to the contrary in General Agreement A
of this Bond, Item 1 of the Declarations shall include any Newly Created
Investment Company or portfolio, provided that the Insured shall submit to the
Underwriter, at least annually, a list of all Newly Created Investment Companies
or portfolios, the estimated annual assets of each Newly Created Investment
Company or portfolio, and copies of any prospectuses and statements of
additional information relating to such Newly Created Investment Companies or
portfolios, unless said prospectuses and statements of additional information
have been previously submitted.
For purposes of this Rider, Newly Created Investment Company or portfolio shall
mean any Investment Company or portfolio declared effective by the SEC after the
inception date of this Bond which is advised, distributed or administered by
Morgan Stanley Investment Advisors, Inc. and for which it has the responsibility
of placing fidelity bond coverage.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that, with respect to Insuring Agreement I only, the Deductible
Amount set forth in Item 3 of the Declarations ("Phone/Electronic Deductible")
shall not apply with respect to a Single Loss, otherwise covered by Insuring
Agreement I, caused by:
(1) a Phone/Electronic Redemption requested to be paid or made payable by
check to the Shareholder of Record at the address of record; or
(2) a Phone/Electronic Redemption requested to be paid or made payable by
wire transfer to the Shareholder of Record's bank account of record,
provided, that the Limit of Liability for a Single Loss as described in (1) or
(2) above shall be the lesser of 80% of such loss or $40,000 and that the
Insured shall bear the remainder of each such Loss. This Rider shall not apply
if the application of the Phone/Electronic Deductible to the Single Loss would
result in coverage of greater than $40,000 or more; in such case the
Phone-initiated Deductible and Limit of Liability set forth in Item 3 of the
Declarations shall control.
For purposes of this Rider, "Phone/Electronic Redemption" means any redemption
of shares issued by an Investment Company, which redemption is requested (a) by
voice over the telephone, (b) by Telefacsimile.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover loss caused by a
Phone/Electronic Transaction requested:
o by use of an automated telephone tone or voice response system; or
o by computer-to-computer transmissions over the Internet (including any
connected or associated intranet or extranet) or utilizing modem or
similar connections; or
o by wireless device transmissions over the Internet (including any
connected or associated intranet or extranet),
except insofar as such loss is covered under Insuring Agreement A "Fidelity" of
this Bond.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 11
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
Most property and casualty insurers, including ICI Mutual Insurance Company
("ICI Mutual"), are subject to the requirements of the Terrorism Risk Insurance
Act of 2002 (the "Act"). The Act establishes a Federal insurance backstop under
which ICI Mutual and these other insurers will be partially reimbursed for
future "INSURED LOSSES" resulting from certified "ACTS OF TERRORISM." (Each of
these BOLDED TERMS is defined by the Act.) The Act also places certain
disclosure and other obligations on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified "ACTS
OF TERRORISM" will be partially reimbursed by the United States government under
a formula established by the Act. Under this formula, the United States
government will reimburse ICI Mutual for 90% of ICI Mutual's "INSURED LOSSES" in
excess of a statutorily established deductible until total insured losses of all
participating insurers reach $100 billion. If total "insured losses" of all
property and casualty insurers reach $100 billion during any applicable period,
the Act provides that the insurers will not be liable under their policies for
their portions of such losses that exceed such amount. Amounts otherwise payable
under this bond may be reduced as a result.
This bond has no express exclusion for "ACTS OF TERRORISM." However, coverage
under this bond remains subject to all applicable terms, conditions and
limitations of the bond (including exclusions) that are permissible under the
Act. The portion of the premium that is attributable to any coverage potentially
available under the bond for "ACTS OF TERRORISM" is one percent (1%).
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 12
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Section 1.G shall be amended to read as follows:
"Dishonest or Fraudulent Act" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious manifest
intent (1) to cause the Insured to sustain a loss or (2) to obtain
financial benefit for the perpetrator or any other person (other than
salaries, commissions, fees, bonuses, awards, profit sharing, pensions or
other employee benefits). A Dishonest or Fraudulent Act does not mean or
include a reckless act, a negligent act, or a grossly negligent act.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 13
--------------------------------------------------------------------------------
INSURED BOND NUMBER
MORGAN STANLEY INVESTMENT ADVISORS, INC 87123106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 1, 2006 MARCH 1, 2006 TO MARCH 1, 2007 /S/ MAGGIE SULLIVAN
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Section 5 of this Bond is amended to read as follows:
"For all purposes under this Bond, a loss is discovered, and discovery of a loss
occurs, when the Legal Department or Chief Compliance Officer of Morgan Stanley
Investment Advisors, Inc., the Chief Compliance Officer of the Funds, or the
Risk and Insurance Department of Morgan Stanley:
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third party which
alleges that the Insured is liable under circumstances,
which would cause a reasonable person to assume that loss covered by this Bond
has been or is likely to be incurred even though the exact amount or details of
loss may not be known."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
EXHIBIT 2
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS/TRUSTEES OF EACH MORGAN STANLEY
RETAIL FUND-FEBRUARY 27, 2006
Thereafter upon motion duly made, seconded and unanimously
carried by the Board of each Retail Fund and separately by a majority of
the independent Directors/Trustees of each Retail Fund, it was
RESOLVED, That, having due consideration for the aggregate
value of the funds and securities of the Fund to which each
officer or employee of the Fund may, singly or jointly with
others, have access, including, but not limited to,
subscription payments for shares, either directly or through
authority to draw upon such funds or to direct generally the
disposition of such assets, this Board, including a majority
of the members of this Board who are not interested persons
of the Fund, hereby ratifies and approves the type and form
of (1) Investment Company Blanket Bond, obtained from ICI
Mutual Insurance Company, and (2) Brokers Blanket Bond
amended to conform with the requirements of Rule 17g-1 under
the Investment Company Act of 1940 for a Fidelity Bond for
Registered Management Investment Companies utilizing Form
14, as so amended, to be maintained by this Fund jointly
with Morgan Stanley Investment Advisors, the other
investment companies managed or advised by Morgan Stanley
Investment Advisors Inc. or Morgan Stanley Services Company
Inc. (a wholly-owned subsidiary of Morgan Stanley Investment
Advisors Inc.) now or in the future (referred to
collectively herein as the "Participating Funds"), Morgan
Stanley Distributors Inc., and Morgan Stanley Services
Company Inc. in accordance with the Investment Company Act
of 1940 and Rule 17g-1 thereunder, and hereby further
determines that said Fidelity Bond shall be in an amount at
least equal to the sum of the total amount of coverage which
each Participating Fund would have been required to provide
and maintain individually pursuant to the schedule contained
in Rule 17g-1(d)(1), such amount to be monitored and
determined on a continuous basis for each Participating Fund
by Morgan Stanley Investment Advisors Inc., and this Board
approves all increases in the amount of said Fidelity Bond
so determined; and further
RESOLVED, That this Board hereby ratifies and approves the
payment by this Fund of a portion of ninety percent (90%) of
the total premium allocable to the Participating Funds for
the coverage of said Fidelity Bond, the amount of such
portion to be in the proportion that the net assets of this
Fund bear to the total net assets of all Participating
Funds, as of a date to be selected by Management; and
further
EXHIBIT 2
RESOLVED, That the proper officers of the Fund be and they
hereby are authorized to prepare and enter into agreements
meeting the requirements of Rule 17g-1(f) under the
Investment Company Act relating to joint insured bonds
covering investment companies, in substantially the same
form as the present agreement among the Participating Funds;
and further
RESOLVED, That this Board hereby ratifies the designation of
Mary E. Mullin, Secretary of the Fund or such other duly
authorized officer of the Fund, as the officer who shall
make all filings with the Securities and Exchange Commission
and give all notices to the members of the Board of the Fund
which shall at any time be required by Rule 17g-1(g) under
the Investment Company Act of 1940; and further
RESOLVED, That the Fund shall participate in the said
Fidelity Bond only so long as this Board, upon consideration
of the matter no less frequently than annually, shall
approve the form and amount of the Bond, and the portion of
the premium for said Bond to be paid by the Fund.
EXHIBIT 3
JOINT FIDELITY BOND AGREEMENT
WHEREAS, each Morgan Stanley Retail Fund attached hereto on Appendix A (each a
"Fund" and collectively, the "Funds") are each management investment companies
registered under the Investment Company Act of 1940 (the "1940");
WHEREAS, each Fund, Morgan Stanley Investment Advisors Inc. ("MSIA"), Morgan
Stanley Services Company Inc. ("Services Company") and Morgan Stanley
Distributors Inc. ("Distributors") (collectively "Morgan Stanley Affiliate") are
named in a joint fidelity blanket bond (the "Bond") issued by the ICI Mutual
Insurance Company; and whereas, the Funds and entities which are so named in
such Bond are required to ender into a Joint Fidelity Bond Agreement pursuant to
Rule 17g-1(f) under the 1940 Act;
NOW, THEREFORE, it is agreed that in the event a recovery is awarded under the
Bond as a result of a loss sustained by MSIA, Services Company, Distributors or
one or more of the Funds named in such Bond, each Fund and/or Morgan Stanley
Affiliate shall receive an equitable and proportionate share of the recovery,
such amount being at least equal to the minimum amount as set forth a single
insured bond pursuant to Rule 17g-1(d)(1) of the 1940 Act.
Dated: July 11, 2006
By: /s/ Ronald E. Robison
--------------------------------------
Ronald E. Robison,
President and Principal Executive Officer of each Fund,
Managing Director of Morgan Stanley Investment Advisors Inc.,
Morgan Stanley Services Company Inc. and Morgan Stanley Distributors Inc.
EXHIBIT 3
APPENDIX A
MORGAN STANLEY RETAIL FUNDS
AT
JULY 11, 2006
RETAIL FUNDS
OPEN-END RETAIL FUNDS
TAXABLE MONEY MARKET FUNDS
1. Active Assets Government Securities Trust
2. Active Assets Institutional Government Securities Trust
3. Active Assets Institutional Money Trust
4. Active Assets Money Trust
5. Morgan Stanley Liquid Asset Fund Inc.
6. Morgan Stanley U.S. Government Money Market Trust
TAX-EXEMPT MONEY MARKET FUNDS
7. Active Assets California Tax-Free Trust
8. Active Assets Tax-Free Trust
9. Morgan Stanley California Tax-Free Daily Income Trust
10. Morgan Stanley New York Municipal Money Market Trust
11. Morgan Stanley Tax-Free Daily Income Trust
EQUITY FUNDS
12. Morgan Stanley Aggressive Equity Fund
13. Morgan Stanley Allocator Fund
14. Morgan Stanley American Opportunities Fund
15. Morgan Stanley Capital Opportunities Trust
16. Morgan Stanley Developing Growth Securities Trust
17. Morgan Stanley Dividend Growth Securities Inc.
18. Morgan Stanley Equally-Weighted S&P 500 Fund
19. Morgan Stanley European Equity Fund Inc.
20. Morgan Stanley Financial Services Trust
21. Morgan Stanley Fundamental Value Fund
22. Morgan Stanley Global Advantage Fund
23. Morgan Stanley Global Dividend Growth Securities
24. Morgan Stanley Global Utilities Fund
25. Morgan Stanley Growth Fund
26. Morgan Stanley Health Sciences Trust
27. Morgan Stanley Income Builder Fund
28. Morgan Stanley Information Fund
EXHIBIT 3
29. Morgan Stanley International Fund
30. Morgan Stanley International SmallCap Fund
31. Morgan Stanley International Value Equity Fund
32. Morgan Stanley Japan Fund
33. Morgan Stanley Mid-Cap Value Fund
34. Morgan Stanley Multi-Asset Class Fund
35. Morgan Stanley Nasdaq-100 Index Fund
36. Morgan Stanley Natural Resource Development Securities Inc
37. Morgan Stanley Pacific Growth Fund Inc.
38. Morgan Stanley Real Estate Fund
39. Morgan Stanley Small-Mid Special Value Fund
40. Morgan Stanley S&P 500 Index Fund
41. Morgan Stanley Special Growth Fund
42. Morgan Stanley Special Value Fund
43. Morgan Stanley Total Market Index Fund
44. Morgan Stanley Total Return Trust
45. Morgan Stanley Utilities Fund
46. Morgan Stanley Value Fund
BALANCED FUNDS
47. Morgan Stanley Balanced Growth Fund
48. Morgan Stanley Balanced Income Fund
ASSET ALLOCATION FUND
49. Morgan Stanley Strategist Fund
TAXABLE FIXED-INCOME FUNDS
50. Morgan Stanley Convertible Securities Trust
51. Morgan Stanley Flexible Income Trust
52. Morgan Stanley Income Trust
53. Morgan Stanley High Yield Securities Inc.
54. Morgan Stanley Limited Duration Fund
55. Morgan Stanley Mortgage Securities Trust
56. Morgan Stanley Limited Duration U.S. Treasury Trust
57. Morgan Stanley U.S. Government Securities Trust
TAX-EXEMPT FIXED-INCOME FUNDS
58. Morgan Stanley California Tax-Free Income Fund
59. Morgan Stanley Limited Term Municipal Trust
60. Morgan Stanley New York Tax-Free Income Fund
61. Morgan Stanley Tax-Exempt Securities Trust
EXHIBIT 3
SPECIAL PURPOSE FUNDS
62. Morgan Stanley Select Dimensions Investment Series
63. Morgan Stanley Variable Investment Series
CLOSED-END RETAIL FUNDS
TAXABLE FIXED-INCOME CLOSED-END FUNDS
1. Morgan Stanley Government Income Trust
2. Morgan Stanley Income Securities Inc.
3. Morgan Stanley Prime Income Trust
TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS
4. Morgan Stanley California Insured Municipal Income Trust
5. Morgan Stanley California Quality Municipal Securities
6. Morgan Stanley Insured California Municipal Securities
7. Morgan Stanley Insured Municipal Bond Trust
8. Morgan Stanley Insured Municipal Income Trust
9. Morgan Stanley Insured Municipal Securities
10. Morgan Stanley Insured Municipal Trust
11. Morgan Stanley Municipal Income Opportunities Trust
12. Morgan Stanley Municipal Income Opportunities Trust II
13. Morgan Stanley Municipal Income Opportunities Trust III
14. Morgan Stanley Municipal Premium Income Trust
15. Morgan Stanley New York Quality Municipal Securities
16. Morgan Stanley Quality Municipal Income Trust
17. Morgan Stanley Quality Municipal Investment Trust
18. Morgan Stanley Quality Municipal Securities
IN REGISTRATION
1. Morgan Stanley American Franchise Fund
2. Morgan Stanley Total Return Income Securities Fund
3. Morgan Stanley Opportunistic Municipal High Income Fund
4. Morgan Stanley Institutional Strategies Fund
EXHIBIT 4
REVIEW OF FIDELITY BOND COVERAGE
MARCH 31, 2006
GROSS MINIMUM
ASSETS COVERAGE
MORGAN STANLEY RETAIL FUNDS (IN MILLIONS) REQUIRED
----------------------------------- ------------- ----------
ACTIVE ASSETS CALIF TAX-FREE 1,583 1,500,000
ACTIVE ASSETS GOVERNMENT TRUST 719 900,000
ACTIVE ASSETS INSTITUTIONAL 1,462 1,250,000
ACTIVE ASSETS INSTL GOV'T SEC 886 1,000,000
ACTIVE ASSETS MONEY TRUST 12,586 2,500,000
ACTIVE ASSETS TAX FREE TRUST 4,730 2,500,000
AGGRESSIVE EQUITY FUND 326 750,000
ALLOCATOR FUND 104 525,000
AMERICAN OPPORTUNITIES FND 3,330 2,100,000
BALANCED GROWTH FD 210 600,000
BALANCED INCOME FUND 172 600,000
BIOTECHNOLOGY FUND 12 200,000
CAL QUALITY MUNI 193 600,000
CALIF INSD MUNI 232 600,000
CALIF TAX FREE DAILY INC 185 600,000
CALIFORNIA TAX-FREE INCOME 553 900,000
CAPITAL OPPORTUNITIES TRUST 386 750,000
CONVERTIBLE SEC. TRUST 198 600,000
DEVELOPING GROWTH 531 900,000
DIVIDEND GROWTH 5,361 2,500,000
EQUALLY WEIGHTED S&P 2,274 1,700,000
EUROPEAN EQUITY FD 652 900,000
FINANCIAL SERVICES TRUST 197 600,000
FLEXIBLE INCOME FUND 296 750,000
FUNDAMENTAL VALUE FUND 117 525,000
GLOBAL ADVANTAGE FUND 332 750,000
GLOBAL DIVIDEND GROWTH SEC 1,438 1,250,000
GLOBAL UTILITIES FUND 261 750,000
GOVERNMENT INCOME TRUST 373 750,000
EXHIBIT 4
GROWTH FUND 671 900,000
HEALTH SCIENCES TR 410 750,000
HIGH YIELD SECURITIES 341 750,000
INCOME BUILDER FD 150 600,000
INCOME SEC INC 185 600,000
INCOME TRUST 72 400,000
INFORMATION FUND 402 750,000
INSRD MUNI INC TR 496 750,000
INSURED CAL MUNI 53 400,000
INSURED MUNI BOND 94 450,000
INSURED MUNI SEC 105 525,000
INSURED MUNI TR 406 750,000
INTERNATIONAL FUND 375 750,000
INTERNATIONAL SMALLCAP FD 82 450,000
INTERNATIONAL VALUE EQUITY 877 1,000,000
JAPAN FUND 85 450,000
KLD SOCIAL INDEX FUND 19 225,000
LIMITED DURATION FUND 171 600,000
LIMITED DURATION US TREASURY 560 900,000
LIMITED TERM MUNICIPAL TR 192 600,000
LIQUID ASSET FUND 17,765 2,500,000
MID-CAP VALUE FUND 348 750,000
MORTGAGE SECURITIES TRUST 445 750,000
FUND OF FUNDS-DOMESTIC 40 350,000
MUNICIPAL INC OPPORTUNITIES 158 600,000
MUNICIPAL INC OPPORTUNITIES 2 149 525,000
MUNICIPAL INC OPPORTUNITIES 3 85 450,000
MUNICIPAL PREMIUM INCOME TRUST 281 750,000
N Y MUNI MONEY MARKET TRUST 58 400,000
N Y QUAL MUNI 88 450,000
REVIEW OF FIDELITY BOND COVERAGE
NASDAQ-100 INDEX FUND 50 400,000
NATURAL RESOURCE 280 750,000
NEW YORK TAX-FREE INCOME 101 525,000
PACIFIC GROWTH FUND 216 600,000
PRIME INCOME TRUST 1,101 1,250,000
EXHIBIT 4
QUALITY MUNI INC 579 900,000
QUALITY MUNI SEC 320 750,000
QUALITY MUNICIPAL 324 750,000
REAL ESTATE FUND 162 600,000
S & P 500 INDEX FD 1,454 1,250,000
SELECT DIMENSIONS INVESTMENT SERIES 1,320 1,250,000
SMALL-MID SPECIAL VALUE FUND 234 600,000
SPECIAL GROWTH FUND 147 525,000
SPECIAL VALUE FUND 713 900,000
STRATEGIST FUND 1,077 1,250,000
TAX-EXEMPT SEC TR 1,145 1,250,000
TAX-FREE DAILY INC. 373 750,000
TOTAL MARKET INDEX FUND 210 600,000
TOTAL RETURN TRUST 130 525,000
U.S. GOVERNMENT SEC TR 2,927 1,900,000
U.S.GOV'T MONEY MKT 1,094 1,250,000
UTILITIES FUND 837 1,000,000
VALUE FUND 340 750,000
VARIABLE INVESTMENT SERIES 3,859 2,300,000
COMBINED TOTAL 83,855 72,600,000
(CURRENT AMOUNT OF FIDELITY BOND IN EFFECT IS $100 MILLION)