0001104659-11-003732 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2011 • Morgan Stanley Institutional Fund Trust • New York

AMENDED AND RESTATED ADMINISTRATION AGREEMENT made as of this 1st day of November, 2004, by and between Morgan Stanley Institutional Fund Trust, a Pennsylvania business trust (the “Fund”), and Morgan Stanley Investment Management Inc., a Delaware corporation (“MSIM”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2011 • Morgan Stanley Institutional Fund Trust • New York

THIS AGREEMENT made as of June 9, 2008, by and between MORGAN STANLEY INSTITUTIONAL FUND TRUST (the “Fund”), on behalf of each of its investment portfolios set forth on Schedule A attached hereto, which may be amended from time to time (each, a “Portfolio” and collectively, the “Portfolios”), and MORGAN STANLEY SERVICES COMPANY INC. (“MSSCI”).

MORGAN STANLEY INSTITUTIONAL FUND TRUST INVESTMENT CLASS AMENDED AND RESTATED SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • January 28th, 2011 • Morgan Stanley Institutional Fund Trust • New York

Morgan Stanley Institutional Fund Trust (the “Fund”) is an open-end investment company registered under the Investment Company Act of 1940, as amended, and currently consisting of a number of separately managed portfolios (the “Portfolios”). The Fund desires to retain Morgan Stanley Distribution, Inc. (the “Distributor”), a Pennsylvania corporation, to compensate Service Providers who provide the services described herein to their clients (the “Clients”) who may from time to time beneficially own Investment Class shares (the “Shares”) of the Portfolios identified at Schedule A of this Agreement. The Distributor is willing to compensate the Service Providers for providing such shareholder services in accordance with the terms and conditions of this Agreement.

AMENDMENT DATED JANUARY 28, 2011 TO “FUND SUB-ADMINISTRATION AGREEMENT” BY AND BETWEEN MORGAN STANLEY INSTITUTIONAL FUND TRUST (FORMERLY, MAS FUNDS) AND JPMORGAN CHASE GLOBAL FUNDS SERVICES CO. (FORMERLY, UNITED STATES TRUST COMPANY OF NEW YORK) DATED...
Sub-Administration Agreement • January 28th, 2011 • Morgan Stanley Institutional Fund Trust

This Amendment is between Morgan Stanley Institutional Fund Trust and JPMorgan Chase Global Funds Services Co. with respect to the Fund Sub-Administration Agreement (“Sub-Administration Agreement”) which is hereby amended as follows:

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