Morgan Stanley Institutional Fund Trust Sample Contracts

A-1
Investment Advisory Agreement • January 30th, 1996 • Mas Funds Inc
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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • January 29th, 1998 • Mas Funds /Ma/ • Pennsylvania
Schedule A to the Investment Advisory Agreement dated May 31, 1997, as amended August 4, 1998
Investment Advisory Agreement • November 30th, 1998 • Mas Funds /Ma/
ARTICLE I
Agreement and Declaration of Trust • February 22nd, 2002 • Mas Funds /Ma/ • Pennsylvania
MASTER FORM OF DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • January 28th, 2004 • Morgan Stanley Institutional Fund Trust • New York
FUND ADMINISTRATION AGREEMENT MAS Funds
Fund Administration Agreement • January 30th, 1997 • Mas Funds /Ma/ • Pennsylvania
AMENDMENT TO "MUTUAL FUND CUSTODY AGREEMENT" BETWEEN MAS FUNDS
Mutual Fund Custody Agreement • January 29th, 1998 • Mas Funds /Ma/
CUSTODIAN CONTRACT
Custodian Contract • January 8th, 2016 • Morgan Stanley Institutional Fund Trust • New York

This Contract dated as of March 7, 2008, between each fund or series of a fund listed on Appendix A, severally and not jointly, which evidences its agreement to be bound hereby by executing a copy of this Contract (each such Fund is individually hereinafter referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111 (hereinafter called the “Custodian”), to be effective as of the dates on Appendix A,

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 28th, 2020 • Morgan Stanley Institutional Fund Trust • New York

AGREEMENT made as of the 17th day of September, 2014, 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 16th, 2021 • Morgan Stanley Institutional Fund Trust • New York

THIS AGREEMENT, made as of the 1st day of April 2013, and to have an effective date on or about July 1, 2013, (the “Effective Date”), is by and between each of the entities individually and not jointly, as listed on Schedule A, having their principal office and place of business at 522 Fifth Avenue, New York, New York 10036 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

CUSTODIAN CONTRACT
Custodian Contract • March 16th, 2021 • Morgan Stanley Institutional Fund Trust • New York

This Contract dated as of March 7, 2008, between each fund or series of a fund listed on Appendix A, severally and not jointly, which evidences its agreement to be bound hereby by executing a copy of this Contract (each such Fund is individually hereinafter referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111 (hereinafter called the “Custodian”), to be effective as of the dates on Appendix A,

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 8th, 2016 • Morgan Stanley Institutional Fund Trust • New York

THIS AGREEMENT, made as of the 1st day of April 2013, and to have an effective date on or about July 1, 2013, (the “Effective Date”), is by and between each of the entities individually and not jointly, as listed on Schedule A, having their principal office and place of business at 522 Fifth Avenue, New York, New York 10036 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 16th, 2021 • Morgan Stanley Institutional Fund Trust

WHEREAS, The Fund entered into an Investment Advisory Agreement to provide investment advisory services with Miller Anderson & Sherrerd, LLP, effective as of May 1, 1997, as amended (the “Current Investment Advisory Agreement”); and

ARTICLE I
Sub-Advisory Agreement • January 28th, 2004 • Morgan Stanley Institutional Fund Trust • New York
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • April 28th, 2017 • Morgan Stanley Institutional Fund Trust • New York

AMENDED AND RESTATED ADMINISTRATION AGREEMENT made as of this 26th day of August, 2016, by and between Morgan Stanley Institutional Fund Trust, a Pennsylvania business trust (the “Fund”), and Morgan Stanley Investment Management Inc., a Delaware corporation (“MSIM”).

MAS Funds
Fund Administration Agreement • January 30th, 1996 • Mas Funds Inc • Pennsylvania
BYLAWS OF MAS FUNDS ARTICLE 1
Bylaws • January 30th, 1997 • Mas Funds /Ma/
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2009 • Morgan Stanley Institutional Fund Trust

WHEREAS, The Fund entered into an Investment Advisory Agreement to provide investment advisory services with Miller Anderson & Sherrerd, LLP, effective as of May 1, 1997, as amended (the “Current Investment Advisory Agreement”); and

GLOBAL CUSTODY AGREEMENT BETWEEN EACH OF THE FUNDS LISTED ON ATTACHMENT A AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • July 3rd, 2007 • Morgan Stanley Institutional Fund Trust • 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.

MAS FUNDS MAS CLASS SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • January 30th, 1996 • Mas Funds Inc • Pennsylvania
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 30th, 2008 • Morgan Stanley Institutional Fund Trust • New York

AGREEMENT made as of the 25th day of April, 2006, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as “MSIM”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to the “Local Manager”).

Morgan Stanley Institutional Fund Trust New York, New York 10036
Transfer Agency and Service Agreement • February 6th, 2012 • Morgan Stanley Institutional Fund Trust • New York

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

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 30th, 2012 • Morgan Stanley Institutional Fund Trust • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of June 28, 2012, by and between MORGAN STANLEY INSTITUTIONAL FUND TRUST (the “Company”), a Pennsylvania business trust, on behalf of the MID CAP GROWTH PORTFOLIO (“Acquiring Fund”), and MORGAN STANLEY MID CAP GROWTH FUND, a Massachusetts business trust (“Acquired Fund”).

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