Morgan Stanley Institutional Fund Inc Sample Contracts

CLASS B SHARES)
Distribution Agreement • November 1st, 1995 • Morgan Stanley Institutional Fund Inc

Supplement dated as of _____________, 1995 (the "Supplement") to Distribution Agreement dated as of October 1, 1988 (the "Agreement") among Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the "Fund"), and Morgan Stanley & Co. Incorporated, a Delaware corporation (the "Distributor").

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RECITALS
Investment Advisory Agreement • February 11th, 2005 • Morgan Stanley Institutional Fund Inc • New York
WITNESSETH:
Agreement and Plan of Reorganization • September 9th, 2010 • Morgan Stanley Institutional Fund Inc • Maryland
ARTICLE I
Sub-Advisory Agreement • August 1st, 2006 • Morgan Stanley Institutional Fund Inc • New York
Exhibit 99.3 TRANSFER AGENCY AGREEMENT MORGAN STANLEY INSTITUTIONAL FUND, INC.
Transfer Agency Agreement • February 11th, 2005 • Morgan Stanley Institutional Fund Inc • New York
RECITALS
Investment Advisory Agreement • August 28th, 2009 • Morgan Stanley Institutional Fund Inc • New York
CUSTODIAN CONTRACT
Custodian Contract • October 4th, 2018 • Morgan Stanley Institutional Fund Inc • New York

This Contract dated as of March 7, 2008, between each fund or series of a fund listed on Appendix A, severally and not jointly, which evidences its agreement to be bound hereby by executing a copy of this Contract (each such Fund is individually hereinafter referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111 (hereinafter called the “Custodian”), to be effective as of the dates on Appendix A,

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 13th, 2022 • Morgan Stanley Institutional Fund Inc • New York

AGREEMENT made as of the 30th day of May, 2013, by and between MORGAN STANLEY INVESTMENT MANAGEMENT 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 13th, 2022 • Morgan Stanley Institutional Fund Inc • New York

THIS AGREEMENT, made as of the 1st day of April 2013, and to have an effective date on or about July 1, 2013, (the “Effective Date”), is by and between each of the entities individually and not jointly, as listed on Schedule A, having their principal office and place of business at 522 Fifth Avenue, New York, New York 10036 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

CUSTODIAN CONTRACT
Custodian Contract • July 13th, 2022 • Morgan Stanley Institutional Fund Inc • New York

This Contract dated as of March 7, 2008, between each fund or series of a fund listed on Appendix A, severally and not jointly, which evidences its agreement to be bound hereby by executing a copy of this Contract (each such Fund is individually hereinafter referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111 (hereinafter called the “Custodian”), to be effective as of the dates on Appendix A,

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 13th, 2016 • Morgan Stanley Institutional Fund Inc • New York

THIS AGREEMENT, made as of the 1st day of April 2013, and to have an effective date on or about July 1, 2013, (the “Effective Date”), is by and between each of the entities individually and not jointly, as listed on Schedule A, having their principal office and place of business at 522 Fifth Avenue, New York, New York 10036 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 13th, 2022 • Morgan Stanley Institutional Fund Inc • New York

WHEREAS, the Fund entered into an Investment Advisory Agreement to provide investment advisory services with the Adviser, effective as of May 1, 1997, as amended (the “Current Investment Advisory Agreement”); and

WITNESSTETH:
Morgan Stanley Institutional Fund Inc • April 28th, 2006 • New York
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 15th, 2013 • Morgan Stanley Institutional Fund Inc • New York

This AGREEMENT made as of June 9, 2008, by and between MORGAN STANLEY INSTITUTIONAL FUND INC. (the “Fund”), on behalf of each of its investment portfolios set forth on Schedule A attached hereto, which may be amended from time to time (each, a “Portfolio” and collectively, the “Portfolios”), and MORGAN STANLEY SERVICES COMPANY INC. (“MSSCI”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 31st, 2021 • Morgan Stanley Institutional Fund Inc • New York

WHEREAS, the Fund entered into an Investment Advisory Agreement to provide investment advisory services with the Adviser, effective as of May 1, 1997, as amended (the “Current Investment Advisory Agreement”); and

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 13th, 2016 • Morgan Stanley Institutional 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 the “Local Manager”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 30th, 2012 • Morgan Stanley Institutional Fund Inc • New York

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

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 15th, 2007 • Morgan Stanley Institutional Fund Inc • New York

AMENDED AND RESTATED AGREEMENT made as of the 25th day of April, 2006, 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 the “Local Manager”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 3rd, 2008 • Morgan Stanley Institutional Fund Inc • New York

THIS AGREEMENT made as of , , by and between MORGAN STANLEY INSTITUTIONAL FUND INC. (the “Fund”), on behalf of each of its investment portfolios set forth on Schedule A attached hereto, which may be amended from time to time (each, a “Portfolio” and collectively, the “Portfolios”), and MORGAN STANLEY SERVICES COMPANY INC. (“MSSCI”).

GLOBAL CUSTODY AGREEMENT BETWEEN EACH OF THE FUNDS LISTED ON ATTACHMENT A AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • May 29th, 2007 • Morgan Stanley Institutional Fund Inc • New York

This Agreement, dated April 12, 2007, is between JPMORGAN CHASE BANK, N.A. (“Bank”) with a place of business at 3 Chase Metrotech Center, Brooklyn, New York, 11245; and each Fund listed on Attachment A (each, a “Customer”) with a place of business at 1221 Avenue of the Americas, New York, New York 10020.

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2023 • Morgan Stanley Institutional 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 the “Local Manager”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2023 • Morgan Stanley Institutional Fund Inc • New York

WHEREAS, the Fund entered into an Investment Advisory Agreement to provide investment advisory services with the Adviser, effective as of May 1, 1997, as amended (the “Current Investment Advisory Agreement”); and

Amendment Dated as of May 4, 2007 to the Global Custody Agreement between JP Morgan Chase Bank, N.A. (“JP Morgan” or “Custodian”) and each of the Funds listed on Attachment A of such Agreement (each, a “Fund”)
Morgan Stanley Institutional Fund Inc • May 29th, 2007

WHEREAS, The Custodian and each Fund have entered into a Global Custody Agreement dated as of April 12, 2007 (the “Global Custody Agreement”),

AMENDMENT TO THE FOLLOWING AGREEMENTS:
Transfer Agency Agreement • April 27th, 2011 • Morgan Stanley Institutional Fund Inc

TRANSFER AGENCY AGREEMENT BETWEEN MORGAN STANLEY INSTITUTIONAL FUND TRUST AND MORGAN STANLEY SERVICES COMPANY INC. DATED JUNE 9, 2008

DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2005 • Morgan Stanley Institutional Fund Inc • New York
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