0001104659-13-021282 Sample Contracts

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 15th, 2013 • 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 the “Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 15th, 2013 • 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

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”).

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