0000950123-08-011362 Sample Contracts

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 24th, 2008 • Morgan Stanley Series Funds • New York

AGREEMENT (this “Agreement”) made as of the [___] day of September 2008, by and between MORGAN STANLEY INVESTMENT ADVISORS 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 24th, 2008 • Morgan Stanley Series Funds • New York

INVESTMENT ADVISORY AGREEMENT made as of the 1st day of November, 2004 by and between the registered investment companies, including any portfolio/series thereof, as set forth on Schedule A (each, a “Fund” and collectively, the “Funds”) as may be amended from time to time, and Morgan Stanley Investment Advisors Inc., a Delaware corporation (hereinafter called the “Investment Adviser”):

ARTICLE I
Sub-Advisory Agreement • September 24th, 2008 • Morgan Stanley Series Funds • New York
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