0000930413-09-000530 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2009 • 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 • 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

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2009 • 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”).

MASTER FORM OF DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • January 28th, 2009 • Morgan Stanley Institutional Fund Trust • New York

AGREEMENT, made on this _____ day of ______________________, 20__, by and between _______________, as an “Eligible Director/Trustee,” as defined below (the “Eligible Director/Trustee”) residing at _____________________ and each registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) managed by Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Advisors Inc. (each a “Fund” and collectively the “Funds”) for which the Eligible Director/Trustee serves from time to time as a director or trustee.

Amendment Dated as of November 6, 2007 to the Global Custody Agreement between JP Morgan Chase Bank, N.A. (“JP Morgan” or “Custodian”) and each of the Funds listed on Attachment A of such Agreement (each, a “Fund”)
Morgan Stanley Institutional Fund Trust • January 28th, 2009

WHEREAS, The Custodian and each Fund have entered into a Global Custody Agreement dated as of April 12, 2007, as amended to date (the “Global Custody Agreement”),

AMENDMENT DATED JANUARY 26, 2009 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...
Fund Sub-Administration Agreement • January 28th, 2009 • 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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