TRANSFER AGENCY AGREEMENT

MORGAN STANLEY INSTITUTIONAL FUND TRUST

NOVEMBER 1, 2004

TABLE OF CONTENTS

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TRANSFER AGENCY AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act);

WHEREAS, J.P. Morgan is a service company which provides transfer agency and other services to investment companies and others;

WHEREAS, the Fund wishes to contract with J.P. Morgan to provide certain transfer agency services to the Fund;

WHEREAS, this Agreement supercedes the Transfer Agency Agreement, dated November 18, 1993, between the Fund and J.P. Morgan; and

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints J.P. Morgan to provide services for the Fund, as described hereinafter, subject to the supervision of the Board of Directors of the Fund (the Board), for the period and on the terms set forth in this Agreement. J.P. Morgan accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 5 of and Schedule A to this Agreement.

2. Representations and Warranties.

(a) J.P. Morgan represents and warrants to the Fund that:

(i) J.P. Morgan is a corporation, duly organized and existing under the laws of the State of Delaware;

(ii) J.P. Morgan is duly qualified to carry on its business in the Commonwealth of Massachusetts;

(iii) J.P. Morgan is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement;

(iv) all requisite corporate proceedings have been taken to authorize J.P. Morgan to enter into and perform this Agreement;

(v) J.P. Morgan has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder;

(vi) no legal or administrative proceedings have been instituted or threatened which would impair J.P. Morgans ability to perform its duties and obligations under this Agreement; and

(vii) J.P. Morgans entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of J.P. Morgan or any law or regulation applicable to J.P. Morgan;

(b) the Fund represents and warrants to J.P. Morgan that:

(i) the Fund is a Pennsylvania business trust, duly organized and existing and in good standing under the laws of the Commonwealth of Pennsylvania;

(ii) the Fund is empowered under applicable laws and by its Declaration of Trust (Declaration) and By-Laws (By-Laws) to enter into and perform this Agreement;

(iii) all requisite proceedings have been taken to authorize the Fund to enter into and perform this Agreement;

(iv) the Fund is an investment company properly registered under the Investment Company Act of 1940, as amended (1940 Act);

(v) a registration statement under the Securities Act of 1933, as amended (1933 Act) and the 1940 Act on Form N-1A has been filed and is effective and will remain effective during the term of this Agreement, and all necessary filings under the laws of the states will have been made and will be current during the term of this Agreement;

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