0001104659-13-064640 Sample Contracts

Morgan Stanley Institutional Fund, Inc. New York, New York 10036
Custodian Contract • August 16th, 2013 • Morgan Stanley Institutional Fund Inc • New York

The Custodian Contract dated as of March 7, 2008, as amended by Addendum One, effective as of March 31, 2010 (the “Agreement”), between you and each fund or series of a fund listed on the current Appendix A (as amended from time to time) (each such fund is individually hereafter referred to as the “Fund”) provides that if any Morgan Stanley fund registered under the 1940 Act in addition to the Funds listed on Appendix A desires to have you render services as custodian under the terms of the Agreement, it shall notify you in writing, whereupon such fund shall become a Fund under the Agreement and shall be listed on Appendix A.

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 16th, 2013 • 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”).

Morgan Stanley Institutional Fund, Inc. New York, New York 10036
Transfer Agency and Service Agreement • August 16th, 2013 • Morgan Stanley Institutional Fund Inc • New York

This letter is to inform you that the above-referenced entity desires to retain you as its respective transfer agent under the Agreement.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 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

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 16th, 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 “MSIM”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).

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