Morgan Stanley China a Share Fund, Inc. Sample Contracts

WITNESSETH:
Sub-Advisory Agreement • September 26th, 2006 • Morgan Stanley China a Share Fund, Inc. • New York
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COMMON STOCK
Underwriting Agreement • September 26th, 2006 • Morgan Stanley China a Share Fund, Inc. • New York
SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • May 15th, 2009 • Morgan Stanley China a Share Fund, Inc. • New York

This Subscription Agent Agreement (the “Agreement”) is made as of , 2009 between Morgan Stanley China A Share Fund, Inc. (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2, File No. filed by the Company with the Securities and Exchange Commission on March 19, 2009, as amended by any amendment filed with respect thereto (the “Registration Statement”).

MARKETING AND STRUCTURING FEE AGREEMENT ---------------------------------------
Marketing and Structuring Fee Agreement • September 26th, 2006 • Morgan Stanley China a Share Fund, Inc. • New York
BETWEEN
Supplementary Custodian Agreement • September 26th, 2006 • Morgan Stanley China a Share Fund, Inc.
BETWEEN
Transfer Agency and Service Agreement • September 26th, 2006 • Morgan Stanley China a Share Fund, Inc. • Massachusetts
BETWEEN
Global Custody Agreement • September 26th, 2006 • Morgan Stanley China a Share Fund, Inc. • New York
SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • August 11th, 2010 • Morgan Stanley China a Share Fund, Inc. • New York

This Subscription Agent Agreement (the “Agreement”) is made as of August , 2010 between Morgan Stanley China A Share Fund, Inc. (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2, File No. filed by the Company with the Securities and Exchange Commission on July 1, 2010, as amended by any amendment filed with respect thereto (the “Registration Statement”).

June 30, 2010
Letter of Agreement • August 11th, 2010 • Morgan Stanley China a Share Fund, Inc. • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by the Morgan Stanley China A Share Fund, Inc. (the “Company”) to act as Information Agent in connection with its offer of rights to stockholders to subscribe for shares of the Company’s Common Stock (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.

BETWEEN
Global Custody Agreement • September 19th, 2006 • Morgan Stanley China a Share Fund, Inc. • New York
5,440,904] Shares of Common Stock Issuable Upon Exercise of Transferable Rights MORGAN STANLEY CHINA A SHARE FUND, INC. COMMON STOCK PAR VALUE $0.01 PER SHARE DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 11th, 2010 • Morgan Stanley China a Share Fund, Inc.

This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 1st, 2010 • Morgan Stanley China a Share Fund, Inc. • New York

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

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