Morgan Stanley International Value Equity Fund Sample Contracts

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Exhibit 5(c) MORGAN STANLEY DEAN WITTER INTERNATIONAL VALUE EQUITY FUND SHARES OF BENEFICIAL INTEREST $.01 PER VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • February 21st, 2001 • Morgan Stanley Dean Witter International Equity Fund • New York
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 20th, 2010 • Morgan Stanley International Value Equity Fund • New York

AGREEMENT made as of the 30th day of June, 2009, by and between MORGAN STANLEY INVESTMENT ADVISORS INC., a Delaware corporation (hereinafter referred to as the “Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).

Exhibit 8(a) AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 21st, 2001 • Morgan Stanley Dean Witter International Equity Fund • New York
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 22nd, 2011 • Morgan Stanley International Value Equity Fund • New York

AGREEMENT made as of the 31st day of July, 2011, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).

ARTICLE I
Sub-Advisory Agreement • October 26th, 2006 • Morgan Stanley International Value Equity Fund • York
ARTICLE I
Sub-Advisory Agreement • October 27th, 2005 • Morgan Stanley International Value Equity Fund • New York
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 22nd, 2011 • Morgan Stanley International Value Equity Fund • New York

AGREEMENT made as of the 31st day of July, 2011, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the (“Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 20th, 2010 • Morgan Stanley International Value Equity Fund • New York

AGREEMENT made as of the November 1, 2004 and supplemented as of April 24, 2008, by and between the registered investment companies, including any portfolio/series thereof, as set forth on Schedule A (each, a “Fund” and collectively, the “Funds”) as may be amended from time to time, and Morgan Stanley Services Company Inc., a Delaware corporation (hereinafter called the “MS Services”):

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 20th, 2010 • Morgan Stanley International Value Equity Fund

INVESTMENT ADVISORY AGREEMENT made as of the 1st day of November, 2004 and supplemented as of April 24, 2008, by and between the registered investment companies, including any portfolio/series thereof, as set forth on Schedule A (each, a “Fund” and collectively, the “Funds”) as may be amended from time to time, and Morgan Stanley Investment Advisors Inc., a Delaware corporation (hereinafter called the “Investment Adviser”):

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 22nd, 2009 • Morgan Stanley International Value Equity Fund • New York

AGREEMENT made as of the 30th day of June, 2009, by and between MORGAN STANLEY INVESTMENT ADVISORS INC., a Delaware corporation (hereinafter referred to as the (“Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 20th, 2010 • Morgan Stanley International Value Equity Fund • New York

AGREEMENT made as of the 30th day of June, 2009, by and between MORGAN STANLEY INVESTMENT ADVISORS INC., a Delaware corporation (hereinafter referred to as the (“Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).

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