EX-99.(H)(11) 3 msift-html5938_ex99h11.htm CALL CENTER AND TRANSFER AGENCY SERVICES AMENDMENT, DATED NOVEMBER 28, 2022, TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT WITH MORGAN STANLEY INVESTMENT MANAGEMENT INC., DATED DECEMBER 30, 2021

Exhibit (h)(11)

 

CALL CENTER AND TRANSFER AGENCY SERVICES AMENDMENT

 

This Amendment dated November 28, 2022 (the “Amendment”) to the Administration Agreement (the “Administration Agreement”), by and between the Funds listed on Schedule A to the respective Administration Agreement (as amended, supplemented or otherwise modified) (the “Fund”) and Morgan Stanley Investment Management Inc. (the “Administrator”).

 

WITNESSETH:

 

WHEREAS, MSIM serves as administrator to the Fund and its portfolios pursuant to the Administration Agreement and provides the general administration of the affairs of the Fund; and

 

WHEREAS, the Fund desires to engage the Administrator to provide certain call center and related transfer agency services to the Fund and certain of its portfolios identified on Schedule A to this Amendment; and

 

WHEREAS, the Administrator wishes to delegate the performance of these services to its affiliate, Eaton Vance Management (“EVM”) pursuant to the terms of the Agreement and this Amendment and EVM wishes to accept such delegation;

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Administration Agreement is amended as follows:

 

1.The following is hereby added as (i) section 4(C) to the Administration Agreements between the Administrator and each of Morgan Stanley Institutional Fund Trust and Morgan Stanley Institutional Fund, Inc.; (ii) section 3(C) to the Administration Agreement between the Administrator and each of Morgan Stanley Global Fixed Income Opportunities Fund, Morgan Stanley Mortgage Securities Trust, Morgan Stanley U.S. Government Securities Trust, Morgan Stanley Variable Investment Series, Morgan Stanley Europe Opportunity Fund, Inc., Morgan Stanley Insight Fund, Morgan Stanley California Tax-Free Daily Income Trust, Morgan Stanley Tax-Free Daily Income Trust and Morgan Stanley U.S. Government Money Market Trust; and sections 5(C) through (K) of the Administration Agreement between the Administrator and Morgan Stanley Variable Insurance Fund, Inc. are hereby deleted and replaced with the following:

 

C. Call Center and Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Fund hereby engages and appoints the Administrator to provide, and the Administrator agrees to provide, the following call center services and related transfer agency services for certain Portfolios of the Fund, and such additional call center and related transfer agency services as may be mutually agreed in writing by the Fund and the Administrator (collectively, the “Services”):

 

a)The Administrator shall maintain a unit to provide call center services for the Fund. This unit will provide coverage each day during which the Fund is open. The Administrator will adjust the staffing of call center unit from time to time based upon existing call center volume.

 

b)The call center unit described in paragraph (a) above will:

 

(i)Answer and respond to inquiries from existing shareholders, prospective shareholders of the Fund and broker-dealers on behalf of such shareholders, such inquiries may include, but are not limited to, requests for information on account set-up and maintenance, general questions regarding the operation of the Fund, general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature requests;
 

 

(ii)Process orders for purchase, exchange and/or redemption of Fund shares received by the call center in accordance with the Fund’s current registration statement, including the entering of any such orders received by the call center into systems designated by the Fund for official recording on the books and records of the Fund.

 

c)The Administrator shall be permitted to act upon any instruction of any person by telephone reasonably believed to be genuine to redeem exchange and/or transfer Fund shares from any account for which such telephone transactions has been authorized by a shareholder. In accordance with Section 6 herein, the Fund hereby agrees to indemnify and hold the Administrator or its affiliates harmless against all losses costs or expenses, including attorney’s fees, suffered or incurred by the Administrator or its affiliates directly or indirectly as a result of (i) taping the telephone conversation of any shareholder; and (ii) relying on telephone instructions of any person acting on behalf of a shareholder account for which telephone services have been authorized.

 

d)To the extent required by applicable law, the Administrator, or any affiliate of the Administrator performing the Services, is and will remain registered with the SEC or other appropriate regulatory agency as a Transfer Agent pursuant to the requirements of Section 17A of the Securities Exchange Act of 1934, as amended.

 

2.The following is hereby added as (i) section 18 to the Administration Agreement between the Administrator and Morgan Stanley Institutional Fund, Inc.; (ii) section 17 to the Administration Agreement between the Administrator and each of Morgan Stanley Global Fixed Income Opportunities Fund, Morgan Stanley Mortgage Securities Trust, Morgan Stanley U.S. Government Securities Trust, Morgan Stanley Variable Investment Series, Morgan Stanley Europe Opportunity Fund, Inc., Morgan Stanley Insight Fund, Morgan Stanley California Tax-Free Daily Income Trust, Morgan Stanley Tax-Free Daily Income Trust and Morgan Stanley U.S. Government Money Market Trust; and (iii) section 19 to the Administration Agreement between the Administrator and Morgan Stanley Variable Insurance Fund, Inc.:

 

Use of Affiliates.

 

The Administrator hereby delegates the Services to EVM and EVM hereby accepts such delegation in accordance with the terms of the Agreement and Call Center and Transfer Agency Services Amendment.

 

3.Section 18 of the Administration Agreement between the Administrator and Morgan Stanley Institutional Fund Trust is hereby deleted and replaced with the following:

 

18. Use of Affiliates.

 

The Administrator hereby delegates the Services to EVM and Morgan Stanley Services Company Inc. (“MSSCI”), as applicable, and EVM and MSSCI hereby accept such delegation in accordance with the terms of the respective Agreement and Call Center and Transfer Agency Services Amendment.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

 

 

EACH FUND, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A

By: ______________________________________  
Name:  
Title:  

 

 

MORGAN STANLEY INVESTMENT MANAGEMENT INC.

By: ______________________________________  
Name:  
Title:  

 

 

EATON VANCE MANAGEMENT

By: ______________________________________  
Name:  
Title:  

 

 

SCHEDULE A

 

EQUITY FUNDS

 

1.Morgan Stanley Europe Opportunity Fund Inc.
2.Morgan Stanley Insight Fund
3.Morgan Stanley Institutional Fund, Inc.
Active International Allocation Portfolio
Advantage Portfolio
American Resilience Portfolio
Asia Opportunity Portfolio
Counterpoint Global Portfolio
Developing Opportunity Portfolio
Emerging Markets Leaders Portfolio
Emerging Markets Portfolio
Global Insight Portfolio
Global Concentrated Portfolio
Global Core Portfolio
Global Endurance Portfolio
Global Focus Real Estate Portfolio
Global Franchise Portfolio
Global Infrastructure Portfolio
Global Opportunity Portfolio
Global Permanence Portfolio
Global Real Estate Portfolio
Global Sustain Portfolio
Growth Portfolio
Inception Portfolio
International Advantage Portfolio
International Equity Portfolio
International Opportunity Portfolio
International Resilience Portfolio
Multi-Asset Real Return Portfolio
Next Gen Emerging Markets Portfolio
Permanence Portfolio
Sustainable Emerging Markets Portfolio
US Core Portfolio
U.S. Focus Real Estate Portfolio
U.S. Real Estate Portfolio
Vitality Portfolio

 

4.Morgan Stanley Institutional Fund Trust
Discovery Portfolio
Dynamic Value Portfolio
Global Strategist Portfolio

 

5.Morgan Stanley Variable Insurance Fund, Inc.
Discovery Portfolio
 

 

Emerging Markets Equity Portfolio
Global Franchise Portfolio
Global Infrastructure Portfolio
Global Real Estate Portfolio
Global Strategist Portfolio
Growth Portfolio
U.S. Real Estate Portfolio

 

FIXED INCOME FUNDS

 

1.Morgan Stanley Global Fixed Income Opportunities Fund
2.Morgan Stanley Mortgage Securities Trust
3.Morgan Stanley U.S. Government Securities Trust
4.Morgan Stanley Variable Investment Series
Income Plus Portfolio
5.Morgan Stanley Institutional Fund Trust
Core Plus Fixed Income Portfolio
Corporate Bond Portfolio
High Yield Portfolio
6.Morgan Stanley Variable Insurance Fund, Inc.
Core Plus Fixed Income Portfolio
Emerging Markets Debt Portfolio

 

MONEY MARKET FUNDS

 

1.Morgan Stanley California Tax-Free Daily Income Trust
2.Morgan Stanley Tax-Free Daily Income Trust
3.Morgan Stanley U.S. Government Money Market Trust