0001104659-12-081179 Sample Contracts

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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AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • 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 ACTIVE INTERNATIONAL ALLOCATION PORTFOLIO (“Acquiring Fund”), and MORGAN STANLEY INTERNATIONAL FUND, a Massachusetts business trust (“Acquired Fund”).

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