0001193125-04-203287 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • November 24th, 2004 • 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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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 24th, 2004 • 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

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • November 24th, 2004 • Morgan Stanley Institutional Fund Trust • New York

AGREEMENT made as of the 22nd day of July, 2004, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a DELAWARE corporation (as successor-in-interest to Morgan Stanley Investments LP) (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”).

TRANSFER AGENCY AGREEMENT MORGAN STANLEY INSTITUTIONAL FUND TRUST NOVEMBER 1, 2004
Transfer Agency Agreement • November 24th, 2004 • Morgan Stanley Institutional Fund Trust • New York

AGREEMENT made as of November 1, 2004 by and between Morgan Stanley Institutional Fund Trust (the “Fund”), a Pennsylvania business trust and J.P. Morgan Investor Services Co. (“J.P. Morgan”), a Delaware corporation.

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