Tax-Exempt

*The Portfolio will be required to price and transact in their shares at a floating net asset value (“NAV”) and will be permitted to impose a liquidity fee on redemptions or temporarily restrict redemptions in the event that the Portfolio’s weekly liquid assets fall below certain thresholds.

FLOATING NAV FUNDS: You could lose money by investing in the Fund. Because the share price of the Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds’ sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

The cut-off times for purchase and redemptions will be 1PM ET.

The Tax-Exempt Portfolio may invest a portion of its total assets in bonds that may subject certain investors to the federal Alternative Minimum Tax (AMT). Investors should consult their tax adviser for further information on tax implications.

Where the net expense ratio is lower than the gross expense ratio, certain fees have been waived and/or expenses reimbursed. These waivers and/or reimbursements will continue for at least one year from the date of the applicable fund’s current prospectus (unless otherwise noted in the applicable prospectus) or until such time as the fund's Board of Directors /Trustees acts to discontinue all or a portion of such waivers and/or reimbursements. Absent such waivers and/or reimbursements, returns would have been lower. Expenses are based on the fund's current prospectus.

Total assets used in the calculation of Daily Liquid Assets and Weekly Liquid Assets may include interest receivables as well as other assets, like prepaid expenses. If these interest receivables and other assets were not reflected, the Daily Liquid Assets and/or Weekly Liquid Assets would be higher.

Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell securities mentioned or securities in the industries shown above.

The Tax-Exempt Portfolio may invest a portion of its total assets in bonds that may subject certain investors to the federal Alternative Minimum Tax (AMT). Investors should consult their tax adviser for further information on tax implications.

Net Asset Value (NAV) is the dollar value of a single mutual fund share, based on the value of the underlying assets of the fund minus its liabilities, divided by the number of shares outstanding. It is calculated at the end of each business day.

Subsidized (Sub.) reflects current fee waivers in effect. Absent such fee waivers, the yield would have been lower. The Unsubsidized (Unsub.) does not reflect the fee waivers currently in effect. Current yield is a measure that looks at the current price of a bond instead of its face value and represents the return an investor would expect if he or she purchased the bond and held it for a year. Calculated by dividing the Annual Cash Inflows / Market Price. The 7-day effective yields are annualized net yields that describe 1-year earnings assuming dividends are reinvested at the average rate of the last 7 days.

SEC 30-day yield is a measure of the income generated by the portfolio's underlying asset over the trailing 30 days, relative to the asset base of the portfolio itself. The SEC 30-day yield - Subsidized (Sub.) reflects current fee waivers in effect. Absent such fee waivers, the yield would have been lower. The SEC 30-Day yield - Un-Subsidized (Un-Sub.) does not reflect the fee waivers currently in effect.

Variable Rate Demand Notes. A debt instrument that represents borrowed funds that are payable on demand and accrue interest based on a prevailing money market rate, such as the prime rate. The interest rate applicable to the borrowed funds is specified from the outset of the debt, and is typically equal to the specified money market rate plus an extra margin. 

Weighted average maturity (WAM) – measures the weighted average of the maturities of the portfolio's individual holdings, taking into account reset dates for floating rate securities.

Weighted average life (WAL) – measures the weighted average of the maturities of the portfolio’s individual holdings.

Important Ratings Disclosures
Ratings represent the opinions of the rating agency as to the quality of the securities they rate. Standard & Poor's, Moody's, Fitch and NAIC ratings rate the investment quality of the fund's shares. Independent rating agency ratings include, but are not limited to, a regular analysis of a fund's liquidity, diversification, operational policies and internal controls, its management characteristics and the creditworthiness of its assets.

Ratings are not intended as a recommendation and are subject to change. Ratings are relative and subjective and are not absolute standards of quality. The portfolio's credit quality does not remove market risk.

Standard & Poor's money market fund ratings are forward-looking opinions about a fixed-income fund's capacity to maintain stable principal (net asset value). When assigning a principal stability rating to a fund, Standard & Poor's analysis focuses primarily on the creditworthiness of the fund's investments and counterparties, and also its investments maturity structure and management's ability and policies to maintain the fund's stable net asset value. For more information, please visit:http://www.understandingratings.com

Moody's Investors Services Inc.'s money market fund ratings are opinions of the investment quality of shares in mutual funds and similar investment vehicles which principally invest in short-term fixed income obligations. As such, these ratings incorporate Moody's assessment of a fund's published investment objectives and policies, the creditworthiness of the assets held by the fund, the liquidity profile of the fund's assets relative to the fund's investor base, the assets' susceptibility to market risk, as well as the management characteristics of the fund. For more information, please visit: http://v3.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004

Fitch Ratings’ money market fund ratings are an opinion as to the capacity of a money market fund to preserve principal and provide shareholder liquidity. Money market fund ratings are distinguished from the long-term credit-rating scale by the ‘mmf’ rating subscript and range from ‘AAAmmf’ to ‘Bmmf’. For more information, please visit:http://www.fitchratings.com/creditdesk/public/ratings_defintions/index.cfm

The National Association of Insurance Commissioners (NAIC) conducts credit analysis on securities for the purpose of assigning an NAIC designation and/ or unit price. NAIC designations are the specific alphanumeric symbols in use by the NAIC Securities Valuation Office (SVO), to denote a category of credit quality. NAIC designated the MSILF Prime Fund as a Class 1 Fund. NAIC Class 1 designation subjects the Fund to capital reserve requirements as if it was a NAIC-1 Bond. For complete information on the methodology used by NAIC, please visit: http://www.naic.org/svo.htm

Amended rule 2a-7(a)(8) (defining “daily liquid asset” to mean (i) cash; (ii) direct obligations of the U.S. Government; and (iii) securities that will mature or are subject to a demand feature that is exercisable and payable within one business day).

Amended rule 2a-7(a)(32) (defining “weekly liquid assets” to mean (i) cash; (ii) direct obligations of the U.S. Government; (iii) Government securities issued by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 days or less; and (iv) securities that will mature or are subject to a demand feature that is exercisable and payable within five business days).

Please consider the investment objectives, risks, charges and expenses of the portfolios carefully before investing. The prospectus contains this and other information about the portfolios. To obtain a prospectus, download one atwww.morganstanley.com/liquidity or call 1.800.236.0992. Please read the prospectus carefully before investing.

As of January 1, 2011, the SEC requires fund companies to file a new exhibit with risk/return summary information in interactive data (XBRL) format. Click here for XBRL files.

Morgan Stanley Distribution, Inc. serves as distributor for the Morgan Stanley Institutional Liquidity Funds. Morgan Stanley Investment Management (MSIM) is the asset management division of Morgan Stanley.