Morgan Stanley American Opportunities Fund Sample Contracts

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CUSTODY AGREEMENT
Custody Agreement • February 23rd, 1996 • Witter Dean American Value Fund • New York
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 27th, 2001 • Morgan Stanley Dean Witter American Value Fund • New York
preparation of prospectuses, proxy statements and reports required to be filed with federal and state securities commissions (except insofar as the participation or assistance of independent accountants and attorneys is, in the opinion of the...
Investment Management Agreement • February 24th, 1999 • Morgan Stanley Dean Witter American Value Fund

INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made as of the 31st day of May, 1997, and amended as of May 1, 1998, by and between Dean Witter American Value Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter called the "Fund"), and Dean Witter InterCapital Inc., a Delaware corporation (hereinafter called the "Investment Manager"): WHEREAS, The Fund is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, The Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of acting as investment adviser; and WHEREAS, The Fund desires to retain the Investment Manager to render management and investment advisory services in the manner and on the terms and conditions hereinafter set forth; and WHEREAS, The Investment Manager desires to be retained to per

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • May 8th, 1998 • Witter Dean American Value Fund • New York
EXHIBIT 8(a) AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 24th, 1999 • Morgan Stanley Dean Witter American Value Fund • New York
preparation of prospectuses, proxy statements and reports required to be filed with federal and state securities commissions (except insofar as the participation or assistance of independent accountants and attorneys is, in the opinion of the...
Investment Management Agreement • May 1st, 1998 • Witter Dean American Value Fund

INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made as of the 31st day of May, 1997, and amended as of May 1, 1998, by and between Dean Witter American Value Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter called the "Fund"), and Dean Witter InterCapital Inc., a Delaware corporation (hereinafter called the "Investment Manager"): WHEREAS, The Fund is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, The Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of acting as investment adviser; and WHEREAS, The Fund desires to retain the Investment Manager to render management and investment advisory services in the manner and on the terms and conditions hereinafter set forth; and WHEREAS, The Investment Manager desires to be retained to per

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • May 1st, 1998 • Witter Dean American Value Fund • New York
AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • November 30th, 2012 • Morgan Stanley Focus Growth Fund • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of June 28, 2012, by and between MORGAN STANLEY FOCUS GROWTH FUND, a Massachusetts business trust (“Acquiring Fund”), and MORGAN STANLEY INSTITUTIONAL FUND, INC. (the “Company”), a Maryland corporation, on behalf of the FOCUS GROWTH PORTFOLIO (“Acquired Fund”).

Item 77Q-1 Morgan Stanley Focus Growth Fund (the "Fund") On April 25, 2006, the Fund's Board of Trustees approved an Agreement and Plan of Reorganization dated April 25, 2006 (the "Plan") between Morgan Stanley Growth Fund ("Growth") and the Fund,...
Agreement and Plan of Reorganization • March 1st, 2007 • Morgan Stanley Focus Growth Fund

On April 25, 2006, the Fund's Board of Trustees approved an Agreement and Plan of Reorganization dated April 25, 2006 (the "Plan") between Morgan Stanley Growth Fund ("Growth") and the Fund, pursuant to which substantially all of the assets of Growth would be combined with those of the Fund and shareholders of Growth would become shareholders of the Fund receiving shares of the Fund with a value equal to the value of their holdings in Growth. The Plan is hereby incorporated by reference to Exhibit A of the Proxy Statement included in the Fund's 497 filing submitted via EDGAR on June 21, 2006.

ITEM 77M: Mergers Morgan Stanley American Opportunities Fund On September 17, 2003 as adjourned to September 30, 2003, at a Special Meeting of Shareholders of Morgan Stanley All Star Growth ("All Star Growth"), Shareholders of All Star Growth approved...
Reorganization Agreement • February 27th, 2004 • Morgan Stanley American Opportunities Fund

On September 17, 2003 as adjourned to September 30, 2003, at a Special Meeting of Shareholders of Morgan Stanley All Star Growth ("All Star Growth"), Shareholders of All Star Growth approved an Agreement and Plan of Reorganization (the "Reorganization Agreement") between All Star Growth and Morgan Stanley American Opportunities Fund ("American Opportunities"), pursuant to which substantially all of the assets of All Star Growth would be combined with those of American Opportunities and shareholders of All Star Growth would become shareholders of American Opportunities receiving shares of American Opportunities with a value equal to the value of their holdings in All Star Growth (the "Reorganization"). The Reorganization Agreement was unanimously approved by the Board of Trustees on April 24, 2003.

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