SUBSCRIPTION AGENT AGREEMENTSubscription 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, 2010Letter 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.
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 AGREEMENTDealer 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.
