Common use of Duties of the Clause in Contracts

Duties of the. Local Manager MSIM hereby employs the Local Manager to act as investment adviser to MSIM and to furnish the investment advisory services described below, subject to the broad supervision of MSIM and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right to make unsolicited calls on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations from time to time as to which securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of the Fund shall be exercised. The Local Manager will not hold money on behalf of MSIM or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM or the Fund or be the custodian of documents or other evidence of title.

Duties of the. Local Manager MSIM The Investment Adviser hereby employs the Local Manager to act as discretionary investment adviser manager to MSIM the Investment Adviser and to furnish the investment advisory management services described below, subject to the broad supervision of MSIM the Investment Adviser and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Adviser and its affiliates shall for all purposes herein be deemed a Professional Client as defined under the rules and guidance promulgated by the Financial Conduct Authority in the FCA Handbook (hereinafter referred to as the "FCA Rules"). The Investment Adviser has the right to request to be treated as a retail client. Classification as a retail client requires the Local Manager to exercise a higher level of protective care under the regulatory system. However, the Local Manager is not obliged to accept any such request. The Investment Adviser should be aware that professional clients will not be entitled to certain protections afforded by the FCA Rules to retail clients. For the avoidance of doubt, the Local Manager will, for purposes of the FCA Rules, only treat the Investment Adviser (but not the Fund) as its customer from both a regulatory and a contractual perspective. The Local Manager and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right to make unsolicited calls full discretion, power and authority on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations from time to time as to which securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s)behalf to buy, investment restrictions sell, retain, exchange or otherwise deal in investments and other assets, make deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on a spot or forward basis, effect transactions on any markets, take all day to day decisions and otherwise act as the same are set forth Local Manager judges appropriate in the then-currently effective prospectus, if any, relating relation to the shares investment and reinvestment of the Fund under portfolio of assets of each Portfolio. This includes performing all acts and executing all documents which the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency mattersreasonably considers incidental thereto, including foreign exchange contracts(without limitation) power to execute and deliver all applications, foreign currency optionsrequests, foreign currency futures and related options on foreign currency futures and forward foreign currency transactionsor claims for refund, reduction, repayment or credit of, or exemption or relief from, any withholding tax or similar taxes in any jurisdiction in which such applications, requests or claims may be made. The Subject to guidelines adopted by each Portfolio, the Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of assets of each Portfolio shall be exercised. All of the foregoing is subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time and as provided to the Local Manager by the Investment Adviser, the provisions of the Investment Company Act and the statements relating to each Portfolio's investment objective(s), investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund shall be exercisedunder the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information," respectively), as well as to the supervision of the Investment Adviser and the Board of Directors of the Fund. The Local Manager will not hold money on behalf of MSIM the Investment Adviser or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM the Investment Adviser or the Fund or be the custodian of documents or other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Agreement.

Duties of the. Local Manager MSIM --------------------------- The Investment Manager hereby employs the Local Manager to act as discretionary investment adviser manager to MSIM the Investment Manager and to furnish the investment advisory management services described below, subject to the broad supervision of MSIM the Investment Manager and the FundBoard of Trustees of the Trust (the "BOARD OF TRUSTEES" or the "TRUSTEES"), for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager and its affiliates shall for all purposes herein be deemed a Professional Client as defined under the rules and guidance promulgated by the Financial Services Authority (hereinafter referred to as the "FSA RULES"). The Investment Manager has the right to request to be treated as a retail client. Classification as a retail client requires the Local Manager to exercise a higher level of protective care under the regulatory system. However, the Local Manager is not obliged to accept any such request. The Investment Manager should be aware that professional clients will not be entitled to certain protections afforded by the FSA Rules to retail clients. For the avoidance of doubt, the Local Manager will, for purposes of the FSA Rules, only treat the Investment Manager (but not the Trust or any of the Funds) as its customer from both a regulatory and a contractual perspective. The Local Manager and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have full discretion, power and authority on behalf of the right Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets, make unsolicited calls deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on MSIM a spot or forward basis, effect transactions on any markets, take all day to day decisions and shall provide MSIM with such investment research, advice and supervision otherwise act as the latter may from time Local Manager judges appropriate in relation to time consider necessary for the proper supervision investment and reinvestment of the portfolio of assets of the Fund; shall furnish continuously an investment program . This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for the Fund and shall make recommendations from time to time as to which securities shall be purchasedrefund, sold reduction, repayment or exchanged and what portion of the assets of the Fund shall be held credit of, or exemption or relief from, any withholding tax or similar taxes in the various securities any jurisdiction in which the Fund investssuch applications, options, futures, options on futures requests or cash; all of the foregoing subject always claims may be made. Subject to the restrictions of the Articles of Incorporation and By-Laws of guidelines adopted by the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of assets of the Fund shall be exercised. All of the foregoing is subject always to the restrictions of the Declaration of Trust and By-Laws of the Trust, as they may be amended and/or restated from time to time and as provided to the Local Manager, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment policies and investment restrictions as the same are set forth in the then-currently effective prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the "PROSPECTUS" and "STATEMENT OF ADDITIONAL INFORMATION", respectively), as well as to the supervision of the Investment Manager and the Board of Trustees. The Local Manager will not hold money on behalf of MSIM the Investment Manager or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM the Investment Manager or the Fund or be the custodian of documents or other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Sub-Advisory Agreement.

Duties of the. Local Manager MSIM hereby employs the Local Manager to act as investment adviser to MSIM and to furnish the investment advisory services described below, subject to the broad supervision of MSIM and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right to make unsolicited calls on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations from time to time as to which securities shall be purchased, sold or exchanged and what portion of the assets of each Portfolio of the Fund shall be held in the various securities in which the Fund Portfolio invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the FundPortfolio's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus" and ") or such other applicable disclosure documentStatement of Additional Information," respectively). The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of the Fund shall be exercised. The Local Manager will not hold money on behalf of MSIM or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM or the Fund or be the custodian of documents or other evidence of title.

Duties of the. Local Manager MSIM --------------------------- Xxxxxx Xxxxxxx Investment Advisors hereby employs the Local Manager to act as discretionary investment adviser manager to MSIM Xxxxxx Xxxxxxx Investment Advisors and to furnish the investment advisory management services described below, subject to the broad supervision of MSIM Xxxxxx Xxxxxxx Investment Advisors and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. Xxxxxx Xxxxxxx Investment Advisors and its affiliates shall for all purposes herein be deemed an Intermediate Customer as defined under the rules and guidance promulgated by the Financial Services Authority (hereinafter referred to as the "FSA Rules"). The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have full discretion, power and authority on the right Fund's behalf to buy, sell, retain, exchange or otherwise deal in investments and other assets, make unsolicited calls deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on MSIM a spot or forward basis, effect transactions on any markets, take all day to day decisions and shall provide MSIM with such investment research, advice and supervision otherwise act as the latter may from time Local Manager judges appropriate in relation to time consider necessary for the proper supervision investment and reinvestment of the portfolio of assets of the Fund; shall furnish continuously an investment program . This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for the Fund and shall make recommendations from time to time as to which securities shall be purchasedrefund, sold reduction, repayment or exchanged and what portion of the assets of the Fund shall be held credit of, or exemption or relief from, any withholding tax or similar taxes in the various securities any jurisdiction in which the Fund investssuch applications, options, futures, options on futures requests or cash; all of the foregoing subject always claims may be made. Subject to the restrictions of the Articles of Incorporation and By-Laws of guidelines adopted by the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of assets of the Fund shall be exercised. All of the foregoing is subject always to the restrictions of the Declaration of Trust and By-Laws of the Fund, as they may be amended and/or restated from time to time and as provided to the Local Manager by Xxxxxx Xxxxxxx Investment Advisors, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information", respectively), as well as to the supervision of Xxxxxx Xxxxxxx Investment Advisors and the Board of Trustees of the Fund. The Local Manager will not hold money on behalf of MSIM Xxxxxx Xxxxxxx Investment Advisors or the Fund, nor will the Local Manager be the registered holder of the registered investments investment of MSIM Xxxxxx Xxxxxxx Investment Advisors or the Fund or be the custodian of documents or other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Sub-Advisory Agreement.

Duties of the. Local Manager MSIM hereby employs the Local Manager to act as investment adviser to MSIM and to furnish the investment advisory services described below, subject to the broad supervision of MSIM and the Fund, for the period and on the terms and conditions set forth in this AgreementCUSTODIAN WITH RESPECT TO PROPERTY OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES 1. The Local Manager hereby accepts Custodian is authorized and instructed to employ, as sub- custodian for each Series' Foreign Securities (as such employment term is defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, as amended) and agrees during such periodother assets, at its own expense, the foreign banking institutions and foreign securities depositories and clearing agencies designated on Schedule I hereto ("Foreign Sub-Custodians") to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for hereincarry out 3. The Local Manager and Custodian shall identify on its affiliates shall for all purposes herein be deemed books as belonging to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right to make unsolicited calls on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations from time to time as to which securities shall be purchased, sold or exchanged and what portion of the assets each Series of the Fund shall be the Foreign Securities of such Series held in by each Foreign Sub-Custodian. At the various securities in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws election of the Fund, it shall be entitled to be subrogated 4. Upon request of the Fund, the Custodian will, consistent with the terms of the applicable Foreign Sub-Custodian Agreement, use reasonable efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any Foreign Sub-Custodian insofar as they may be amended and/or restated such books and records relate to the performance of such Foreign Sub-Custodian under its agreement with the Custodian on behalf of the Fund. 5. The Custodian will supply to the Fund from time to time, the provisions as mutually agreed upon, statements in respect of the Investment Company Act securities and other assets of each Series held by Foreign Sub-Custodians, including but not limited to, an identification of entities having possession of each Series' Foreign Securities and other assets, and advices or notifications of any transfers of Foreign Securities to or from each custodial account maintained by a Foreign Sub-Custodian for the statements relating Custodian on behalf of the Series. 6. The Custodian shall furnish annually to the Fund, as mutually agreed upon, information concerning the Foreign 7. The Custodian shall transmit promptly to the Fund all notices, reports or other written information received pertaining to the Fund's investment objective(s)Foreign Securities, investment restrictions as including 8. Notwithstanding any provision of this Agreement to the same are set forth contrary, settlement and payment for securities received for the account of any Series and delivery of securities maintained for the account of such Series may be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the then-currently effective prospectusjurisdiction or market in which the transaction occurs, if anyincluding, relating without limitation, delivery of securities to the shares purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. 9. Notwithstanding any other provision in this Agreement to the Fund under the Securities Act of 1933contrary, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures any losses or damages arising out of or relating to any actions or omissions of any Foreign Sub-Custodian the sole responsibility and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities liability of the Fund Custodian shall be exercised. The Local Manager will not hold money on behalf of MSIM or to take appropriate action at the Fund, nor will 's expense to recover such loss or damage from the Local Manager Foreign Sub-Custodian. It is expressly understood and agreed that the Custodian's sole responsibility and liability shall be limited to amounts so recovered from the registered holder of the registered investments of MSIM or the Fund or be the custodian of documents or other evidence of titleForeign Sub-Custodian."

Duties of the. Local Manager MSIM hereby employs Custodian with Respect to Property of the Local Manager to act as investment adviser to MSIM Trust --------------------------------------- A. Safekeeping and to furnish Holding of Property The Custodian shall keep safely all property of the investment advisory services described below, subject to the broad supervision of MSIM and the Fund, for the period Trust and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent behalf of the Fund. The Local Manager Trust shall have the right to make unsolicited calls on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary receive delivery of Trust property for safekeeping. The Custodian shall (1) physically held by the proper supervision Custodian, (2) held by any subcustodian referred to in Section 2 hereof or by any agent referred to in Paragraph K hereof, (3) held by or maintained in The Depository Trust Company or in Participants Trust Company or in an Approved Clearing Agency or in the Federal Book-Entry System or in an Approved Foreign Securities Depository, each of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations which from time to time is referred to herein as a "Securities System", and (4) held by the Custodian or by any subcustodian referred to in Section 2 hereof and maintained in any Approved Book-Entry System for Commercial Paper. B. Delivery of Securities The Custodian shall release and deliver securities or participation interests owned by the Trust held (or deemed to be held) by the Custodian or maintained in a Securities System account or in an Approved Book-Entry System for Commercial Paper account only upon receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) Upon sale of such securities or participation interests for the account of the Trust, BUT ONLY against receipt of payment therefor; if delivery is made in Boston or New York City, payment therefor shall be purchased, sold made in accordance with generally accepted clearing house procedures or exchanged and what portion by use of the assets of the Fund Federal Reserve Wire System procedures; if delivery is made elsewhere payment therefor shall be held in accordance with the various securities then current "street delivery" custom or in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always accordance with such procedures agreed to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated in writing from time to timetime by the parties hereto; if the sale is effected through a Securities System, delivery and payment therefor shall be made in accordance with the provisions of Paragraph L hereof; if the Investment Company Act sale of commercial paper is to be effected through an Approved Book-Entry System for Commercial Paper, delivery and payment therefor shall be made in accordance with the statements relating provisions of Paragraph M hereof; if the securities are to be sold outside the Fund's investment objective(s)United States, investment restrictions as delivery may be made in accordance with procedures agreed to in writing from time to time by the same are set forth in parties hereto; for the then-currently effective prospectuspurposes of this subparagraph, if any, relating the term "sale" shall include the disposition of a portfolio security (i) upon the exercise of an option written by the Trust and (ii) upon the failure by the Trust to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions a successful bid with respect to foreign currency mattersa portfolio security, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in continued holding of which voting rights, rights to consent to corporate action and any other rights pertaining to is contingent upon the portfolio securities making of the Fund shall be exercised. The Local Manager will not hold money on behalf of MSIM or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM or the Fund or be the custodian of documents or other evidence of title.such a bid;

Duties of the. Local Manager MSIM The Investment Adviser hereby employs the Local Manager to act as discretionary investment adviser manager to MSIM the Investment Adviser and to furnish the investment advisory management services described below, subject to the broad supervision of MSIM the Investment Adviser and the FundBoard of Directors of the Fund (the "Board of Directors" or the "Directors"), for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Adviser and its affiliates shall for all purposes herein be deemed a Professional Client as defined under the rules and guidance promulgated by the Financial Conduct Authority in the FCA Handbook (hereinafter referred to as the "FCA Rules"). The Investment Adviser has the right to request to be treated as a retail client. Classification as a retail client requires the Local Manager to exercise a higher level of protective care under the regulatory system. However, the Local Manager is not obliged to accept any such request. The Investment Adviser should be aware that professional clients will not be entitled to certain protections afforded by the FCA Rules to retail clients. For the avoidance of doubt, the Local Manager will, for purposes of the FCA Rules, only treat the Investment Adviser (but not the Fund) as its customer from both a regulatory and a contractual perspective. The Local Manager and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have full discretion, power and authority on the right Fund's behalf to buy, sell, retain, exchange or otherwise deal in investments and other assets, make unsolicited calls deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on MSIM a spot or forward basis, effect transactions on any markets, take all day-to- day decisions and shall provide MSIM with such investment research, advice and supervision otherwise act as the latter may from time Local Manager judges appropriate in relation to time consider necessary for the proper supervision investment and reinvestment of the portfolio of assets of the Fund; . This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for refund, reduction, repayment or credit of, or exemption or relief from, any withholding tax or similar taxes in any jurisdiction in which such applications, requests or claims may be made. Subject to guidelines adopted by the Fund, the Local Manager shall furnish continuously an investment program for the Fund and shall also make recommendations from time to time or take action as to the manner in which securities shall be purchasedvoting rights, sold or exchanged rights to consent to corporate action and what portion any other rights pertaining to the portfolio of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all exercised. All of the foregoing is subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to timetime and as provided to the Local Manager by the Investment Adviser, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment policies and investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") ), or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as well as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities supervision of the Fund shall be exercisedInvestment Adviser and the Board of Directors of the Fund. The Local Manager will not hold money on behalf of MSIM the Investment Adviser or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM the Investment Adviser or the Fund or be the custodian of documents or other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Agreement.

Duties of the. Local Manager MSIM --------------------------- Morgan Stanley Investment Advisors hereby employs the Local Manager xx xxt xx xxxcretionary investment manager to act as investment adviser to MSIM Morgan Stanley Investment Advisors and to furnish the investment advisory services maxxxxxxnx xxxxxces described below, subject to the broad supervision of MSIM Morgan Stanley Investment Advisors and the Fund, for the period and on the terms xx xxe xxxxx and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. Morgan Stanley Investment Advisors and its affiliates shall for all xxxxxsxx xxxxin be deemed an Intermediate Customer as defined under the rules and guidance promulgated by the Financial Services Authority (hereinafter referred to as the "FSA Rules"). The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have full discretion, power and authority on the right Fund's behalf to buy, sell, retain, exchange or otherwise deal in investments and other assets, make unsolicited calls deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on MSIM a spot or forward basis, effect transactions on any markets, take all day to day decisions and shall provide MSIM with such investment research, advice and supervision otherwise act as the latter may from time Local Manager judges appropriate in relation to time consider necessary for the proper supervision investment and reinvestment of the portfolio of assets of the Fund; shall furnish continuously an investment program . This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for the Fund and shall make recommendations from time to time as to which securities shall be purchasedrefund, sold reduction, repayment or exchanged and what portion of the assets of the Fund shall be held credit of, or exemption or relief from, any withholding tax or similar taxes in the various securities any jurisdiction in which the Fund investssuch applications, options, futures, options on futures requests or cash; all of the foregoing subject always claims may be made. Subject to the restrictions of the Articles of Incorporation and By-Laws of guidelines adopted by the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of assets of the Fund shall be exercised. The All of the foregoing is subject always to the restrictions of the Declaration of Trust and By-Laws of the Fund, as they may be amended and/or restated from time to time and as provided to the Local Manager by Morgan Stanley Investment Advisors, the provisions of the Investmenx Xxxxaxx Xxx and the statements relating to the Fund's investment objective(s), investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information", respectively), as well as to the supervision of Morgan Stanley Investment Advisors and the Board of Trustees of the Xxxx. Xhe Local Manager will not hold money on behalf of MSIM Morgan Stanley Investment Advisors or the Fund, nor will the Local Manager be the Xxxxxxr xx xxx registered holder of the registered investments investment of MSIM Morgan Stanley Investment Advisors or the Fund or be the custodian of documents or xx xxxuxxxxx xr other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Sub-Advisory Agreement.

Duties of the. Local Manager MSIM --------------------------- The Investment Manager hereby employs the Local Manager to act as discretionary investment adviser manager to MSIM the Investment Manager and to furnish the investment advisory management services described below, subject to the broad supervision of MSIM the Investment Manager and the FundBoard of Trustees of the Fund (the "BOARD OF TRUSTEES" or the "TRUSTEES"), for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager and its affiliates shall for all purposes herein be deemed a Professional Client as defined under the rules and guidance promulgated by the Financial Services Authority (hereinafter referred to as the "FSA RULES"). The Investment Manager has the right to request to be treated as a retail client. Classification as a retail client requires the Local Manager to exercise a higher level of protective care under the regulatory system. However, the Local Manager is not obliged to accept any such request. The Investment Manager should be aware that professional clients will not be entitled to certain protections afforded by the FSA Rules to retail clients. For the avoidance of doubt, the Local Manager will, for purposes of the FSA Rules, only treat the Investment Manager (but not the Fund) as its customer from both a regulatory and a contractual perspective. The Local Manager and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have full discretion, power and authority on behalf of the right Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets, make unsolicited calls deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on MSIM a spot or forward basis, effect transactions on any markets, take all day to day decisions and shall provide MSIM with such investment research, advice and supervision otherwise act as the latter may from time Local Manager judges appropriate in relation to time consider necessary for the proper supervision investment and reinvestment of the portfolio of assets of the Fund; shall furnish continuously an investment program . This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for the Fund and shall make recommendations from time to time as to which securities shall be purchasedrefund, sold reduction, repayment or exchanged and what portion of the assets of the Fund shall be held credit of, or exemption or relief from, any withholding tax or similar taxes in the various securities any jurisdiction in which the Fund investssuch applications, options, futures, options on futures requests or cash; all of the foregoing subject always claims may be made. Subject to the restrictions of the Articles of Incorporation and By-Laws of guidelines adopted by the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of assets of the Fund shall be exercised. All of the foregoing is subject always to the restrictions of the Declaration of Trust and By-Laws of the Fund, as they may be amended and/or restated from time to time and as provided to the Local Manager, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment policies and investment restrictions as the same are set forth in the then-currently effective prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the "PROSPECTUS" and "STATEMENT OF ADDITIONAL INFORMATION", respectively), as well as to the supervision of the Investment Manager and the Board of Trustees. The Local Manager will not hold money on behalf of MSIM the Investment Manager or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM the Investment Manager or the Fund or be the custodian of documents or other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Sub-Advisory Agreement.

Duties of the. Local Manager MSIM The Investment Adviser hereby employs the Local Manager to act as discretionary investment adviser manager to MSIM the Investment Adviser and to furnish the investment advisory management services described below, subject to the broad supervision of MSIM the Investment Adviser and the FundBoard of Directors of the Fund (the "BOARD OF DIRECTORS" or the "DIRECTORS"), for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its AMR #196175-v2A own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Adviser and its affiliates shall for all purposes herein be deemed a Professional Client as defined under the rules and guidance promulgated by the Financial Services Authority (hereinafter referred to as the "FSA RULES"). The Investment Adviser has the right to request to be treated as a retail client. Classification as a retail client requires the Local Manager to exercise a higher level of protective care under the regulatory system. However, the Local Manager is not obliged to accept any such request. The Investment Adviser should be aware that professional clients will not be entitled to certain protections afforded by the FSA Rules to retail clients. For the avoidance of doubt, the Local Manager will, for purposes of the FSA Rules, only treat the Investment Adviser (but not the Fund) as its customer from both a regulatory and a contractual perspective. The Local Manager and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have full discretion, power and authority on the right Fund's behalf to buy, sell, retain, exchange or otherwise deal in investments and other assets, make unsolicited calls deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on MSIM a spot or forward basis, effect transactions on any markets, take all day-to-day decisions and shall provide MSIM with such investment research, advice and supervision otherwise act as the latter may from time Local Manager judges appropriate in relation to time consider necessary for the proper supervision investment and reinvestment of the portfolio of assets of the Fund; . This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for refund, reduction, repayment or credit of, or exemption or relief from, any withholding tax or similar taxes in any jurisdiction in which such applications, requests or claims may be made. Subject to guidelines adopted by the Fund, the Local Manager shall furnish continuously an investment program for the Fund and shall also make recommendations from time to time or take action as to the manner in which securities shall be purchasedvoting rights, sold or exchanged rights to consent to corporate action and what portion any other rights pertaining to the portfolio of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all exercised. All of the foregoing is subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to timetime and as provided to the Local Manager by the Investment Adviser, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment policies and investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "ProspectusPROSPECTUS") ), or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as well as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities supervision of the Fund shall be exercisedInvestment Adviser and the Board of Directors of the Fund. The Local Manager will not hold money on behalf of MSIM the Investment Adviser or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM the Investment Adviser or the Fund or be the custodian of documents or other evidence of title. The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Agreement.

Duties of the. Local Manager --------------------------- MSIM hereby employs the Local Manager to act as investment adviser to MSIM and to furnish the investment advisory services described below, subject to the broad supervision of MSIM and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right to make unsolicited calls on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations from time to time as to which securities shall be purchased, sold or exchanged exchange and what portion of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus" and ") or such other applicable disclosure documentStatement of Additional Information", respectively). The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of the Fund shall be exercised. The Local Manager will not hold money on behalf of MSIM or the Fund, nor will the Local Manager be the registered holder of the registered investments investment of MSIM or the Fund or be the custodian of documents or other evidence of title.

Duties of the. Local Manager MSIM hereby employs the Local Manager to act as investment adviser to MSIM and to furnish the investment advisory services described below, subject to the broad supervision of MSIM and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right to make unsolicited calls on MSIM and shall provide MSIM with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper supervision of the assets of the Fund; shall furnish continuously an investment program for the Fund and shall make recommendations from time to time as to which securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") ), or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions with respect to foreign currency matters, including foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities of the Fund shall be exercised. The Local Manager will not hold money on behalf of MSIM or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM or the Fund or be the custodian of documents or other evidence of title.

Duties of the. Local Manager MSIM hereby employs Fiscal Agent and Calculation Agent with respect to the Local Manager Securities‌ 2.3.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act act, as investment adviser to MSIM fiscal agent of the Issuers, upon the terms and to furnish the investment advisory services described below, subject to the broad supervision of MSIM and the Fundconditions set out below, for the period purposes of, inter alia:‌ (a) completing, authenticating and delivering Temporary Global Securities, and Permanent Global Securities and (if required) authenticating and delivering Definitive Securities; (b) exchanging Temporary Global Securities for Permanent Global Securities or Definitive Securities, as the case may be, in accordance with the terms of Temporary Global Securities and making all relevant notations on Temporary Global Securities required by their terms; (c) exchanging Permanent Global Securities for Definitive Securities in accordance with the terms of Permanent Global Securities and making all relevant notations on Permanent Global Securities required by their terms; (d) paying sums due in respect of the Securities; (e) keeping a full and complete record of all Securities, including any further issue of Securities pursuant to Condition 10 (Further Issues) of the Securities, and of their exercise and/or settlement and of any payment of remuneration amounts and making such records available at all reasonable times to the relevant Issuer; (f) as promptly as reasonably practicable notifying the relevant Issuer of details of Securities exercised on such terms and in such manner as the relevant Issuer may reasonably request from time to time; (g) as soon as practicable after each Settlement Date and any date on which Securities of any Series are purchased and cancelled, procuring that the relevant Global Security be endorsed by or on behalf of the Fiscal Agent to reflect the reduction in the number of Securities represented thereby (and notifying the Common Depositary of such purchases and cancellations as well as any consequent reductions in the number of Securities represented by the relevant Global Security) and, in the case of purchase and cancellation, informing each Clearing System that such Securities shall thereafter be null and void and shall be debited from the account of the relevant Issuer or its purchasing agent thereby cancelling them; (h) as soon as practicable after the date on which all the Securities have been exercised or have expired or settled or have become null and void or in respect of which the relevant Issuer’s obligations shall otherwise have been discharged, and upon delivery by or on behalf of the Common Depositary of the relevant Global Security to the Fiscal Agent, cancelling the relevant Global Security or causing it to be cancelled and thereafter, unless otherwise instructed by the relevant Issuer, destroying the relevant Global Security and certifying such destruction to the Issuer; (i) upon each further issue of Securities (including a further issue pursuant to Condition 10 of the Securities), procuring that the relevant Global Security be endorsed by or on behalf of the Fiscal Agent to reflect the increase of the number of Securities represented thereby (and notifying the Common Depositary of such increase); (j) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the Securityholders in accordance with the Conditions; and (k) performing such other obligations and duties imposed upon it by the Conditions, this Agreement and the Programme Manual. For the avoidance of doubt, the Fiscal Agent will not act as Settlement Agent and/or Liquidation Agent in relation to any series of Secured Securities issued under the Programme. 2.3.2 Unless otherwise specified in the applicable Drawdown Prospectus, Mediobanca will act as calculation agent, upon the terms and subject to the conditions set forth in out below, for the purposes of performing all the functions and duties imposed on the Calculation Agent by the Conditions and this Agreement. . 2.3.3 The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Local Manager and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Local Manager shall have the right Agents agree to make unsolicited calls on MSIM available and shall promptly, upon request, provide MSIM with to the Securityholders (or the Monte Titoli Accountholders in case of Italian Dematerialised Securities) the relevant form of Exercise Notice or Physical Delivery Confirmation Notice, as applicable, set out in and Schedule 4 (Form of Physical Delivery Confirmation Notice for Certificates) or such investment research, advice and supervision other form as the latter may from time to time consider necessary for be agreed between the proper supervision Issuer, the Fiscal Agent or the Italian Paying Agent (in case of Italian Dematerialised Securities).‌ 2.3.4 The relevant Issuer will notify the Calculation Agent and the Fiscal Agent promptly upon any determination that the Securities are to be settled or cancelled in accordance with Condition 5 (Illegality and Force Majeure), Condition 6 (Purchases and Cancellation), or the Annexes of the assets of the Fund; shall furnish continuously an investment program for the Fund Securities. As soon as practicable, and shall make recommendations from time to time as to which securities shall be purchasedin any event within two days, sold or exchanged and what portion of the assets of the Fund shall be held in the various securities in which the Fund invests, options, futures, options on futures or cash; all of the foregoing subject always to the restrictions of the Articles of Incorporation and By-Laws of the Fund, as they may be amended and/or restated from time to time, the provisions of the Investment Company Act and the statements relating to the Fund's investment objective(s), investment restrictions as the same are set forth in the then-currently effective prospectus, if any, relating to the shares of the Fund under the Securities Act of 1933, as amended (the "Prospectus") or such other applicable disclosure document. The Local Manager shall make recommendations and effect transactions after determining any amount payable with respect to foreign currency mattersany Security settled or cancelled pursuant to Condition 5 or the Annexes of the Securities, including foreign exchange contractsas the case may be, foreign currency optionsthe Issuer will notify the Fiscal Agent of such amount. 2.3.5 In the event that Definitive Securities are issued and the Fiscal Agent promptly informs the Issuer that it is unable to perform some or all of its obligations under the Agreement, foreign currency futures and related options on foreign currency futures and forward foreign currency transactions. The Local Manager the Issuer shall also make recommendations appoint a successor Fiscal Agent or take action such additional Agents as may be necessary to the manner perform such obligations, in which voting rights, rights to consent to corporate action and accordance with Clause 15 (Changes in Agent(s)). 2.3.6 Notwithstanding any other rights pertaining provisions of this Agreement, if the Fiscal Agent is rendered unable to the portfolio securities carry out its obligations under this Agreement as a result of the Fund occurrence of a Force Majeure Event, the Fiscal Agent shall not be exercised. The Local Manager will not hold money on behalf of MSIM or the Fund, nor will the Local Manager be the registered holder of the registered investments of MSIM or the Fund or be the custodian of documents or other evidence of titleliable for any failure to carry out such obligations for so long as it is so prevented.