INVESTMENT MANAGEMENT ALIGNMENT PLAN

This plan document sets forth the terms and conditions of the Morgan Stanley Investment Management Alignment Plan (“ IMAP ” or the “ Plan ”).  The Plan is intended to increase the alignment of the interests of professional employees of Morgan Stanley’s Investment Management division (“ MSIM ”) and other designated employees of the Firm with the interests of MSIM clients and shareholders in MSIM funds.  The Plan provides for the establishment of Accounts for Participants, for administration purposes only, which Accounts shall at all times represent unfunded and unsecured contractual obligations of Morgan Stanley.

At the time of implementation, IMAP consists of three separate programs: (1) the “ VK Program ” for designated Van Kampen commission-based Regional Directors, Regional Vice Presidents and Associate Regional Vice Presidents who are part of the mutual fund non-affiliated sales group (generally, professionals who market Van Kampen funds to entities unaffiliated with the Firm), (2) the “ Private Markets Program ” for designated MSIM investment professionals dedicated to the Private Markets investment team in the Alternative Investments Partners Department (“ AIP ”) of the Alternative Investments Division (formerly the Strategic Investment Division) and other designated senior professional employees and senior management employees in the Alternative Investments Division, and (3) the “ IM Program ” for designated MSIM employees, including without limitation investment professionals dedicated to both the Private Markets and Liquid Markets investment teams in AIP, investment professionals dedicated to the Liquid Markets investment team in AIP, and other investment professionals working in the Alternative Investments Division.  As described herein, the Administrator may delete or limit programs under the Plan with respect to certain groups of employees and add or expand programs under the Plan for other groups of employees from time to time.  The Private Markets Program and other programs under the Plan may, if the Administrator so determines, be structured and maintained to qualify as a Top Hat Plan.  Unless otherwise noted, references herein to IMAP or the Plan include the VK Program, the Private Markets Program, the IM Program and any other program created under the Plan from time to time.

Capitalized terms used herein without definition have the meanings set forth in Section 21 or the applicable Award Certificate.  The terms and conditions set forth in this plan document shall govern all incentive awards under the Plan, unless otherwise determined by the Administrator and set forth in the applicable Award Certificate.

IMAP is a long-term incentive plan.  Its primary purpose is to align the interests of Eligible Employees with those of MSIM clients and shareholders in MSIM funds by providing for long-term incentive awards that are notionally invested in referenced MSIM funds as provided herein.  Subject to the terms and conditions of the Plan set forth herein and of the applicable Award Certificate, Eligible Employees in certain programs under the Plan may be able to express a preference as to how they would like their Account Value to be notionally allocated among the Notional Investments available under the Plan for purposes of measuring the increase or decrease in the value of their Account.

(i)            Morgan Stanley is the sponsor of IMAP.  The Compensation Committee is responsible for administering IMAP, including, without limitation, adopting rules and procedures for determining the Notional Investments offered, determining the terms and conditions of a Participant’s Award or Account Value and interpreting the Plan provisions, Award Certificates and any Descriptive Materials.  The Compensation Committee may, in its sole discretion, delegate some or all of its authority and responsibilities pursuant to IMAP to a committee of the Firm or to one or more senior officers of the Firm, such as Morgan Stanley’s Chief Administrative Officer, and may provide that any committee of the Firm to which, or any senior officer of the Firm to whom, it delegates authority to administer the Plan may further delegate such authority to one or more officers of the Firm.

(ii)           The Compensation Committee and any committee of the Firm to which, or any officer of the Firm to whom, authority to administer the Plan is delegated pursuant to Section 2(a)(i), and all members of any such committee are referred to herein, insofar as they are acting pursuant to authority granted or delegated pursuant to the Plan, as the “ Administrator ”.  Each interpretation, determination or other action made or taken pursuant to the Plan by the Administrator from time to time shall be made or taken in its sole discretion and shall be final, binding and conclusive on all persons.

(b)            No Liability .  The Administrator shall not be liable for anything whatsoever in connection with the administration of IMAP, including, without limitation, any interpretation, determination or other action taken or not taken in administering IMAP, except the Administrator’s own willful misconduct.  In the performance of its functions with respect to IMAP, the Administrator shall be entitled to rely upon information and advice furnished by the Firm’s officers, the Firm’s accountants, the Firm’s counsel and any other party the Administrator deems necessary, and the Administrator shall not be liable for any interpretation, determination or other action taken or not taken in reliance upon any such advice.

The Administrator will determine the eligibility criteria applicable for each Award granted under the Plan and Awards granted under any program under the Plan.  In the case of any program that is intended to qualify as a Top Hat Plan, the Administrator may establish or adjust eligibility criteria that in its judgment are appropriate to maintain such qualification.

The Administrator will determine the type and quantum of each Award. Each such determination may, in the sole discretion of the Administrator, apply with respect to an individual Participant, certain categories of Participants or Participants in certain programs under the Plan.

The Administrator will determine the vesting schedule, as well as any other restrictions, applicable to a Participant’s Account Value (which may include, without limitation, the effects of termination of employment and cancellation of the Account Value under specified circumstances).  The Administrator may also establish other terms and conditions applicable to a Participant’s Account Value, including, without limitation, the consequences of a Participant’s death.  The vesting schedule and any such other restrictions or terms and conditions will be set forth in the applicable Award Certificate.

(a)           Credits and Charges to a Participant’s Account .  A Participant’s Award shall be credited to the Participant’s Account as of a date determined by the Administrator.  A Participant’s Account shall also be credited (or debited) with returns on the Participant’s Notional Investments following the date on which the Participant’s Awards are credited.  A Participant’s Account Value shall be reduced to reflect any distributions to the Participant or any of the Participant’s Beneficiaries.

(i)           The Administrator will establish rules for how a Participant’s Account Value shall be notionally allocated among the available Notional Investments.  It is expected that these rules will vary based on job function and investment discipline differences.  The Administrator may determine that, for certain categories of Participants or Participants in certain programs under the Plan, the entire Account Value will be notionally allocated to a single Notional Investment or notionally allocated in fixed percentages among two or more referenced Notional Investments.  The Administrator may also determine for certain categories of Participants, or Participants in certain programs under the Plan, minimum and/or maximum percentages of their Account Value that must be notionally allocated to referenced Notional Investments (for example, Referenced

Funds that they manage or directly support).  The notional allocation requirements applicable to a Participant will be communicated to the Participant by means of the applicable Award Certificate or the Descriptive Materials or through such other means of communication as the Administrator may select.

(ii)           To the extent that the notional allocation rules established by the Administrator permit a Participant to request changes to the notional allocation of all or a portion of the Participant’s Account Value among the Notional Investments then available under IMAP, any such request shall be made in accordance with procedures and at such times as established by the Administrator from time to time.  In this regard, it is noted specifically that the Administrator may determine, and may change from time to time, (i) the frequency of permitted notional reallocations and (ii) the minimum percentage of the Account Value that is required, and the maximum percentage of the Account Value that is permitted, to be notionally allocated to one or more Notional Investments, and, in each case, such changes may apply to existing as well as future notional allocations to Notional Investments.  Without limiting the generality of the preceding sentence, the Administrator may make changes in order, among other things, to reflect limitations or restrictions that would apply to actual investors in the Referenced Funds.  No notional reallocation that a Participant requests shall be honored to the extent that it would conflict with the minimum and/or maximum notional allocation requirements that the Administrator may establish from time to time.

(c)            Notional Allocations Generally .  The notional allocation of a Participant’s Account Value will remain at the ultimate discretion of the Firm and will be made exclusively for the purpose of determining the Participant’s Account Value from time to time in accordance with IMAP.  Participant Accounts will not be invested in the Referenced Funds, and Participants will not become direct investors in any of the Referenced Funds by virtue of their participation in IMAP.

(d)            Determination of Account Value .  The Administrator shall from time to time calculate each Participant’s Account Value based on the Participant’s Awards and the deemed notional allocation of the Participant’s Account among the Notional Investments available to the Participant.  Such calculation will be based on the best information available to the Administrator as of the date of determination, which information may include estimates.  Subject to the terms and conditions of IMAP, the rate of return of any Notional Investment over the relevant measurement period will track the performance of the relevant Referenced Fund.  Following the commencement of distribution of a Participant’s Account Value to the Participant, the Administrator shall continue to calculate the Participant’s Account Value from time to time in the manner described above, taking into account distributions from the Participant’s Account.  The Firm’s valuation of a Participant’s Account Value shall be conclusive and binding.

(i)          The Administrator shall choose the Notional Investments available under IMAP.  The Notional Investments available from time to time will be

indicated on the Executive Compensation Department website or through other means that the Administrator shall determine and communicate to Participants from time to time.  The Firm may provide a Participant with a description of the Referenced Funds and their historical returns; however , the Firm is not responsible for actions, statements or performance of the Referenced Funds.

(ii)          The Administrator may choose the Notional Investments available under the Plan based on a variety of factors, which may include, without limitation, the Firm’s own business interests and its relations with the Referenced Funds or parties affiliated with the Referenced Funds.  Participants should be aware of the existence of actual and potential conflicts of interest with the Firm and are considered to waive any claim with respect to the existence of any conflict of interest and the Administrator may require each Participant to affirmatively make such acknowledgment and waiver.

(iii)         The performance of each Notional Investment shall reflect all of the fees and costs of the Referenced Fund, including, without limitation, brokerage and other fees, which the Referenced Fund may pay to the Firm if the Firm provides certain services to the Ref