March 23, ADP Inc. Re: Form 5500 Schedule C Information. To Whom It May Concern:

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1 March 23, 2017 ADP Inc. Re: Form 5500 Schedule C Information To Whom It May Concern: This correspondence is in response to your request dated January 13, 2017, regarding the Form 5500 Schedule C reporting requirements created by regulations issued by the Department of Labor ( DOL ) and its instructions and related guidance ( Schedule C ). We ve been asked to provide certain information regarding direct or indirect compensation received by our mutual funds and affiliates or paid by our mutual funds to third parties in connection with the investment by the retirement plan clients of ADP Inc. ( Plan ) in our mutual funds for the Plan s year ended As an initial matter, please note that the information contained in this response relates solely to reportable compensation, for purposes of Schedule C, received by Morgan Stanley Investment Management Inc. and its affiliated mutual fund service providers ( MSIM ) but does not purport to report compensation for third parties or for any banks or broker dealers that may be affiliated with MSIM. While we are happy to help coordinate inquiries to any other service provider for which the Plan may wish our assistance in contacting, please note we view the reporting of compensation received by such other entities to be beyond the scope of what MSIM is legally obligated to report for Schedule C purposes (as MSIM is not the ultimate recipient of such compensation). For direct or indirect compensation received by MSIM related to the Plan, we intend that all such compensation, as described as follows, is within the definition of Eligible Indirect Compensation ( EIC ) under Schedule C: Management Fees Morgan Stanley Investment Management Inc. manages the investment of the funds assets. We believe that the written disclosure provided in the fund prospectuses and statements of additional information (which describe the existence of the compensation, services provided, the amount or description of the formula used to calculate the compensation and the identity of the party receiving and paying the compensation) satisfies the requirements for EIC under Schedule C. Investors in the fund should have previously received prospectuses and the statements of additional information made available, but in any event, the prospectuses and statements of additional information for the various Morgan Stanley Institutional Funds can be accessed on our public website at Distribution and/or service (12b-1) Fees For plan related accounts that do not indicate a specific outside broker/dealer of record, Morgan Stanley Distribution Inc., the Distributor, serves as the broker/dealer of record and receives the 12b-1 fees related to the assets in those accounts. We believe that the written disclosure provided in the fund prospectuses and statements of additional information (which describe the existence of

2 the compensation, services provided, the amount or description of the formula used to calculate the compensation and the identity of the party receiving and paying the compensation) satisfies the requirements for EIC under Schedule C. Investors in the fund should have previously received prospectuses and statements of information have been made available, but in any event, the prospectuses and the statements of additional information for the various Morgan Stanley Institutional Funds can be accessed on our public website at Transfer Agent Fees and Soft Dollars While both transfer agent fees and soft dollars are discussed in the Statement of Additional Information for each fund, we have determined that the existing disclosures may not adequately meet all of the requirements for EIC. Therefore, we have enclosed with this letter separate supplements to such disclosures with additional information in order to provide the necessary disclosure for EIC in accordance with the Schedule C requirements. We have also completed a review of our records for non-monetary compensation that may be required to be reported under the new Schedule C rules, and have determined that, in connection with your request, no such non-monetary compensation received by MSIM is required to be reported under Schedule C. The EIN for Morgan Stanley Investment Management Inc. is , which may be reported on Schedule C of Form 5500 for purposes of reporting the entity providing the necessary EIC disclosures with respect to its reportable compensation in connection with the Account. If you have any questions or need additional information, you may contact us at or dcclientservice@morganstanley.com. Sincerely, Client Services Department Morgan Stanley Investment Management Inc. Enclosures

3 Form 5500 Soft Dollar Disclosure For calendar year 2016, Morgan Stanley Investment Management Inc. ( Adviser ) has received trading or research services provided by broker-dealers who execute trades on behalf of its clients or by third-party research providers ( Soft Dollars ). This disclosure is intended to satisfy the alternative reporting option for eligible indirect compensation as defined in, and for purposes of, the U.S. Department of Labor Form 5500 Annual Return/Report of Employee Benefit Plan, Schedule C ( Schedule C ). Description of Commission Management Program Generating Soft Dollars: The Adviser and certain of its affiliated advisers have established commission sharing arrangements under a commission management program ( CMP ) pursuant to which execution and research costs or a portion of those costs are decoupled in accordance with applicable law. Under the CMP, Adviser and its affiliated advisers select approved brokers for execution services and after accumulation of commissions at the broker then instruct these approved brokers to pay for eligible research provided by the executing broker or third-party research providers. Under the CMP, there are two distinct types of commission management programs ( CMP1 and CMP2 ). Under CMP1 execution and research commissions are split at the time of execution, with the executing broker-dealer retaining only the execution portion of commissions and accruing the research portion of the overall commission payment for later allocation to research. To accommodate more complex commission arrangements in many international markets, the CMP2 allows the executing broker to keep a larger portion of the commissions generated to cover both execution and some research services. The balance of the commissions will be accrued for later allocation consistent with CMP1. Eligibility Criteria and Allocation Process: Generally, Adviser becomes eligible to receive Soft Dollars by it (and its affiliated advisers) directing the approved broker to record research credits, based upon a previously agreed allocation, and periodically instructing the approved broker to direct specified dollar amounts from that pool to pay for eligible research services provided by third-party research providers and executing brokers. Under CMP1 for each agency trade executed there is a defined rate card provided to executing brokers that specifies the portion of commissions to be accrued by the broker for later allocation for research services. Research commission accrual is reconciled on a monthly basis with each such executing broker. To calculate the research commissions available for each of Adviser s investment teams, Adviser calculates the accrued research commissions generated from trades for funds managed by each team and allocates such research commissions to such team. Each team votes as to how to allocate its pool of commissions and Adviser then allocates the research spend proportionally to each fund based on its share of generated research commission.

4 CMP2 employs the same process but generally the level of accrual of commissions is proportionally less relative to the total commission rate (i.e., executing broker typically retains a larger portion of generated commission, accruing smaller amount for later research allocation because the portion of commissions so retained covers both execution and some or all research services provider by the broker). Note: As research credits are pooled among Adviser and its affiliated advisers and research services obtained under the CMP are shared among Adviser and its affiliated advisers, Adviser cannot reasonably quantify the amount or value of any Soft Dollars it receives and reasonably allocate any such amounts or value to any particular plan investor. Total Estimated Amount of Soft Dollars Generated Per Particular Fund: Schedule 1 provides a list of the total estimated amount of Soft Dollars generated per investment fund for calendar year 2016, which have been, or will be, used to pay both third-party and proprietary Soft Dollars. It is not practicable for the Adviser to reasonably calculate the value of Soft Dollar compensation at the plan investor level for its investment funds. Accordingly, as the amounts set forth on Schedule 1 are the total estimated amounts per fund, and not the amount attributable to any particular plan investor, these total amounts should not be reported on any particular plan s Schedule C. Names of Brokers Providing Soft Dollar Research: Schedule 2 lists the approved brokers calendar year For more further information with respect to the Adviser s generation of Soft Dollars, please refer to Part 2, Item 12 of Adviser s Form ADV. A copy of Adviser s Form ADV has been previously provided to its clients but is also accessible at or by requesting a copy from Adviser at dcclientservice@morganstanley.com. Should you require any additional information about, or have any questions regarding, Adviser s receipt of Soft Dollars, please contact dcclientservice@morganstanley.com.

5 SCHEDULE 1 The amounts set forth below are the total estimated amounts per fund, and not the amount attributable to any particular plan investor. These total amounts should not be reported on any particular plan s Schedule C. Fund Name Total Estimated Research Commissions 1 MSIF Inc. Active International Allocation $136, MSIF Inc. Emerging Markets* $211, MSIF Inc. Frontier Emerging Markets $315, MSIF Inc. Global Infrastructure Portfolio $159, MSIF Inc. Global Opportunity Portfolio $226, MSIF Inc. Growth $562, MSIF Inc. International Opportunity Portfolio $30, MSIF Inc. Small Company Growth Portfolio $911, MSIF International Advantage $12, MSIF International Equity $1,837, MSIFT Mid Cap Growth Portfolio $887, MS European Equity N/A MS Multi Cap Growth N/A MSIF Global Franchise N/A MSIFT Global Strategist Portfolio N/A * Research commissions listed for this fund represent only a portion of the accrued research. Brokers accrue 30% of the overall commission payment for later allocation to research and retain 70% of the overall commission payment for both execution and some research. It is not practicable for Adviser to determine how much of the amount retained by the broker is attributable to research versus execution as it will vary by market, broker and channel. 1 Total Estimated Research Commissions include both third-party and proprietary soft dollars.

6 SCHEDULE 2 2 (List of 2016 Approved Brokers) ABG SUNDAL COLLIER Academy Securities (MWBDE) AFRICAN ALLIANCE SECURITIES TRADING ALLEN & CO AMBIT CAPITAL PRIVATE LTD ANTIQUE STOCK BROKING LTD ARQAAM CAPITAL LTD ATTIJARI AUERBACH GRAYSON AXIS CAPITAL LIMITED BANCO SANTANDER (SANTANDER INVT SECS) BARCLAYS CAPITAL MARKETS BATLIVALA and KARANI (INDIA) BEECH HILL SECURITIES INC BEIJING GAO HUA BENCHMARK COMPANY, LLC (MWBDE) BERENBERG BANK AG BGC FINANCIAL LP (MINT) BLOOMBERG TRADEBOOK BMO CAPITAL MARKETS BNP PARIBAS BNY MELLON BOFA MERRILL LYNCH BRAC EPL STOCK BROKERAGE LTD BRADESCO SECURITIES INC BRASIL PLURAL SECURITIES LLC BTG Pactual BTIG BUCKINGHAM RESEARCH GROUP BURGAN SECURITIES CABRERA CAPITAL MARKETS (MWBDE) CANACCORD GENUITY INC CANTOR FITZGERALD CAPITAL INSTITUTIONAL SERVICES (MWDBE) CARNEGIE INVESTMENT BANK AB CFG MARCHES CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED CIB EGYPT (CI Capital) CIBC WORLD MARKETS CORP CIMB SECS CITIC SECURITIES 2 Schedule to be updated annually.

7 CITIGROUP CLSA COMMONWEALTH BANK OF AUSTRALIA CONVERGEX COWEN & COMPANY CREDIT SUISSE CRT CAPITAL GROUP DAEWOO SECURITIES DAIWA SECURITIES DALAL & BROACHA STOCK BROKING PVT LTD DANSKE BANK DAVY SECURITIES DBS VICKERS SECS PTE LTD - SINGAPORE DECKER & CO DEN NORSKE BANK DEUTSCHE BANK DHANKI SECURITIES (P) LTD DOLAT CAPITAL DREXEL HAMILTON, LLC (MWBDE) EDELWEISS FINANCIAL EFG-HERMES EMKAY GLOBAL FINANCIAL SERVICES LTD ENCLAVE CAPITAL LLC EVERCORE ISI EXANE EXOTIX FBN SECURITIES (PERSHING CLEARING) FBR CAPITAL MARKETS & CO FIDELITY CAPITAL MARKETS FIDENTIIS FORTIS BANK - ABN NED FRANK RUSSELL SECURITIES FUBON SECURITIES GFI SECURITIES LLC GMP SECURITIES LLC GOLDMAN SACHS GOODBODY STOCKBROKERS GREEN STREET TRADING GRUPO BURSATIL MEXICANO GUGGENHEIM SECURITIES LLC HANDELSBANKEN CAPITAL MARKETS HDFC SEC HO CHI MINH CITY SECURITIES CORP HSBC ICAP

8 ICBC STANDARD BANK PLC ICICI BROKERAGE SERVICES LIMITED IDFC SECURITIES LIMITED IMPERIAL CAPITAL LLC INDIA INFOLINE LTD ING BANK NV INSTINET INVESTEC INVESTMENT TECHNOLOGY GROUP EUROPE LIMITED (ITG) ITAU UNIBANCO IVY SECURITIES, INC (MWBDE) JANNEY MONTGOMERY SCOTT LLC JEFFERIES & COMPANY JM FINANCIAL JMP SECURITIES John Keells Stock Brokers (Pvt) Limited JonesTrading Institutional Services, LLC JP MORGAN KAS ASSOCIATES KCG KEEFE BRUYETTE & WOODS KEMPEN AND CO KEPLER CHEUVREUX KESTREL CAPITAL, NAIROBI KEYBANC CAPITAL MARKETS KOREA INVESTMENT & SECURITIES KOTAK SECURITIES LTD LARRAIN VIAL S.A. Liberum Capital LIQUIDNET LOOP CAPITAL MARKETS, LLC (MWBDE) Luminex Trading & Analytics LLC MACQUARIE SECURITIES LIMITED MAINFIRST MAYBANK KIM ENG SECURITIES MERIDIAN EQUITY PARTNERS Mischler Financial Group (MWBDE) MITSUBISHI UFJ MIZUHO MKM MONTROSE SECURITIES MORGAN STANLEY MOTILAL OSWAL SECURITIES LIMITED NAGARMAL (MURARILAL) SARAF NATIXIS

9 NH Investment and Securities Co. (Woori) NOMURA NORDEA BANK AB NORTHERN TRUST NUMIS OPPENHEIMER & CO. PANMURE GORDON PAVILION GLOBAL MARKETS LTD PEEL HUNT LLP PENSERRA SECURITIES (MWDBE) PIPER JAFFRAY PRABHUDAS LILLADHER PVT R. W. BAIRD & CO. INCORPORATED RABOBANK SECURITIES RAFFERTY CAPITAL MARKETS LLC RAYMOND JAMES & ASSOCIATES, INC. RBC REDBURN PARTNERS LLP RELIGARE CAPITAL MARKETS LIMITED RENAISSANCE CAPITAL ROYAL BANK OF SCOTLAND SAIGON SECURITIES INC SAMSUNG SECURITIES CO. LTD SANDLER ONEILL & PARTNERS SANFORD C. BERNSTEIN SCOTIA CAPITAL (USA) INC. SEAPORT SECURITIES CORP SEB ENSKILDA INC SHENWAN HONGYUAN SECURITIES SMBC NIKKO SECURITIES INC SOCIETE GENERALE SPECTRA FX SOLUTIONS LLC STANDARD CHARTERED BANK STATE STREET STEPHENS, INC. STIFEL NICOLAUS SUNTRUST ROBINSON HUMPHREY INC SUSQUEHANNA FINANCIAL GROUP, LLLP SWISS CAPITAL TD BANK TEB YATIRIM TELSEY ADVISORY GROUP (MWBDE) Topline Securities Limited TULLETT PREBON UBS

10 VALORES BANCOLOMBIA SA VIET CAPITAL SECURITIES VONTOBEL WEDBUSH MORGAN SECURITIES WEEDEN & CO LP WELLS FARGO WESTPAC WILLIAM BLAIR & COMPANY, LLC WILLIAMS CAPITAL GROUP LP (MWBDE) WOOD & CO YUANTA SECURITIES CO

11 Transfer Agent Fees Morgan Stanley Institutional Funds Boston Financial Data Services, Inc. serves as the Morgan Stanley Institutional Funds Transfer Agent and Dividend Disbursing Agent. Pursuant to a Transfer Agency Agreement, each Fund pays Boston Financial Data Services, Inc. a fee, which has been approved by the Funds Board of Trustees, generally based on the number of classes, accounts and transactions relating to the Portfolios of each Fund. The Transfer Agent's responsibilities include maintaining shareholder accounts, disbursing cash dividends and reinvesting dividends, processing account registration changes, handling purchase and redemption transactions, mailing prospectuses and reports, mailing and tabulating proxies, and maintaining shareholder records and lists. The transfer agent fees paid by the Morgan Stanley Institutional Funds during the calendar year 2016 are estimated as follows (based on the average daily net assets): Fund TA Fees (Basis Points) MSIF Inc. Active International Allocation 1.10 MSIF Inc. Emerging Markets* 0.30 MSIF Inc. Frontier Emerging Markets 0.90 MSIF Inc. Global Infrastructure Portfolio 2.40 MSIF Inc. Global Opportunity Portfolio 6.40 MSIF Inc. Growth 1.00 MSIF Inc. International Opportunity Portfolio 3.10 MSIF Inc. Small Company Growth Portfolio 0.40 MSIF International Advantage 5.40 MSIF International Equity 0.10 MSIFT Global Strategist Portfolio 1.60 MSIFT Mid Cap Growth Portfolio 0.50