Morgan Stanley Emerging Markets Debt Fund Inc Sample Contracts

GLOBAL CUSTODY AGREEMENT BETWEEN EACH OF THE FUNDS LISTED ON ATTACHMENT A AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • July 17th, 2009 • Morgan Stanley Emerging Markets Debt Fund Inc • New York

This Agreement, dated April 12, 2007, is between JPMORGAN CHASE BANK, N.A. (“Bank”) with a place of business at 3 Chase Metrotech Center, Brooklyn, New York, 11245; and each Fund listed on Attachment A (each, a “Customer”) with a place of business at 1221 Avenue of the Americas, New York, New York 10020.

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Amendment Dated as of May 4, 2007 to the Global Custody Agreement between JP Morgan Chase Bank, N.A. (“JP Morgan” or “Custodian”) and each of the Funds listed on Attachment A of such Agreement (each, a “Fund”)
Morgan Stanley Emerging Markets Debt Fund Inc • July 17th, 2009

WHEREAS, The Custodian and each Fund have entered into a Global Custody Agreement dated as of April 12, 2007 (the “Global Custody Agreement”),

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • July 17th, 2009 • Morgan Stanley Emerging Markets Debt Fund Inc • New York

Agreement, dated as of March 13, 1997 between MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC., a Maryland corporation (the “Fund”), and MORGAN STANLEY ASSET MANAGEMENT INC., a Delaware corporation (the “Investment Manager”).

Amendment Dated as of June 26, 2008 to the Global Custody Agreement between JP Morgan Chase Bank, N.A. (“JP Morgan” or “Custodian”) and each of the Funds listed on Attachment A of such Agreement (each, a “Fund”)
Morgan Stanley Emerging Markets Debt Fund Inc • July 17th, 2009

WHEREAS, The Custodian and each Fund have entered into a Global Custody Agreement dated as of April 12, 2007, as amended to date (the “Global Custody Agreement”),

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • July 17th, 2009 • Morgan Stanley Emerging Markets Debt Fund Inc • New York

ADMINISTRATION AGREEMENT dated as of June 20, 2007 between MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC., a Maryland corporation (the “Fund”) and MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (“MSIM”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN MORGAN STANLEY CLOSED END FUNDS AND COMPUTERSHARE TRUST COMPANY, N.A. AND COMPUTERSHARE SHAREHOLDER SERVICES, INC.
Transfer Agency and Service Agreement • July 17th, 2009 • Morgan Stanley Emerging Markets Debt Fund Inc • Massachusetts

AGREEMENT made as of the 26th day of September 2006, by and among certain Morgan Stanley Closed End Funds as set forth in Appendix A, as may be amended from time to time to add and delete funds, having their principal office and place of business at Harborside Financial Center, Plaza II, Jersey City, NJ07311 (collectively, the “Customers”, or individually, the “Customer”), and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.(collectively, the “Transfer Agent”).

AMENDMENT NO. 1 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 17th, 2009 • Morgan Stanley Emerging Markets Debt Fund Inc

This Amendment No. 1 (“Amendment”), effective as of April 24, 2009 (“Effective Date”), is to the Transfer Agency and Service Agreement dated as of September 26, 2006 (“Agreement”), by and between certain Morgan Stanley Closed End Funds as set forth in Appendix A of the Agreement (collectively, “Customers” or individually, “Customer”), and Computershare Inc. (f/k/a Computershare Shareholder Services, Inc.), and its fully-owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”).

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