SUB-ADVISORY AGREEMENT



     AGREEMENT made as of the 11th day of August, 2003, by and between MORGAN

STANLEY INVESTMENTS LP, a Pennsylvania limited partnership (hereinafter referred

to as "MSI"), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company

incorporated under the laws of England (hereinafter referred to the "Local

Manager").



                              W I T N E S S E T H:



     WHEREAS, Morgan Stanley Institutional Fund Trust (the "Fund") is a

Pennsylvania business trust engaged in business as an open-end management

investment company with 26 separate portfolios, certain of which are set forth

on Schedule A (with such portfolios set forth on Schedule A being the

"Portfolios") and is registered under the Investment Company Act of 1940, as

amended (hereinafter referred to as the "Investment Company Act"); and



     WHEREAS, MSI and the Local Manager are engaged principally in rendering

investment advisory services and are registered as investment advisers under the

Investment Advisors Act of 1940, as amended; and



     WHEREAS, the Local Manager is regulated by the Financial Services Authority

in the United Kingdom; and



     WHEREAS, MSI has entered into an investment advisory agreement (the

"Advisory Agreement") with the Fund dated May 31, 1997, pursuant to which MSI

provides management and investment and advisory services to the Fund; and



     WHEREAS, the Local Manager is willing to provide investment management

services to MSI in connection with the Fund's operations on the terms and

conditions hereinafter set forth and including the terms and conditions

contained in Annex 1 and Annex 2 to this Agreement;



     NOW THEREFORE, in consideration of the premises and the covenants

hereinafter contained, the Local Manager and MSI hereby agree as follows:



                                    ARTICLE I



                           Duties of the Local Manager



     MSI hereby employs the Local Manager to act as discretionary investment

manager to MSI and to furnish the investment management services described

below, subject to the broad supervision of MSI and the Fund, for the period and

on the terms and conditions set forth in this Agreement. The Local Manager

hereby accepts such employment and agrees during such period, at its own

expense, to render, or arrange for the rendering of, such services and to assume

the obligations herein set forth for the compensation provided for herein. MSI

and its affiliates shall for all purposes herein be deemed an Intermediate

Customer as defined under the rules and guidance promulgated by the Financial

Services Authority (hereinafter referred to as the "FSA Rules"). The Local

Manager and its affiliates shall for all purposes herein be deemed to be an

independent contractor and shall, unless otherwise expressly provided or

authorized, have no authority to act for or represent the Fund in any way or

otherwise be deemed an agent of the Fund.



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     The Local Manager shall have full discretion, power and authority on the

Fund's behalf to buy, sell, retain, exchange or otherwise deal in investments

and other assets, make deposits, subscribe to issues and offers for sale and

accept placings of any investments, enter into foreign currency transactions on

a spot or forward basis, effect transactions on any markets, take all day to day

decisions and otherwise act as the Local Manager judges appropriate in relation

to the investment and reinvestment of the portfolio of assets of each Portfolio.

This includes performing all acts and executing all documents which the Local

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