0001104659-10-008873 Sample Contracts

Morgan Stanley Institutional Fund, Inc. New York, New York 10036
Transfer Agency and Service Agreement • February 23rd, 2010 • Morgan Stanley Institutional Fund Inc • New York

This letter is to inform you that the above-referenced entities desire to retain you as their respective transfer agent under the Agreement.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 23rd, 2010 • 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

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