Charter of the Audit Committee of the Morgan Stanley Retail and Institutional Funds

CHARTER OF THE AUDIT COMMITTEE OF THE MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS ADOPTED ON JULY 31, 2003 AND AS AMENDED AND RESTATED ON FEBRUARY 20, 2007 AND AS FURTHER AMENDED ON FEBRUARY 24, 2009 The Boards of Directors/Trustees (collectively, the “Board”) of the investment companies (each a “Fund” and collectively, the “Funds”) advised or managed by Morgan Stanley Investment Advisors Inc., Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (collectively the “Adviser”) listed on the attached Exhibit A has adopted and approved this charter for the audit committee 1of the Board (the “Audit Committee”). 1. Structure And Membership of the Audit Committee 1.01. Independent Directors and Trustees Each member of the Audit Committee shall be an independent director or trustee. A person shall be considered to be independent if he or she: (a) is independent as defined in New York Stock Exchange Listed Company Standard 303.01 (2) and (3); (b) is not an “interested person” as defined in Section 2(a)(19) of the Investment Company Act of 1940; and (c) does not accept, directly or indirectly, any consulting, advisory or other compensatory fee from any of the Funds or their investment advisor or any affiliated person of the advisor, other than fees from the Funds for serving as a member of the Board or Committees of the Board. The Audit Committee shall consist of not less than two members of the Board. have a Chairperson. The ...