EXHIBIT 99.D9
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT
Global Franchise Portfolio
Equity and Income Portfolio
SUPPLEMENT (the "Supplement") to INVESTMENT ADVISORY AGREEMENT
dated as of May 31, 1997 by and between Xxxxxx Xxxxxxx Universal Funds, Inc.
(now known as The Universal Institutional Funds, Inc.) (the "Fund") and Xxxxxx
Xxxxxxx Asset Management Inc. (now known as Xxxxxx Xxxxxxx Investment Management
Inc.) (the "Adviser") (the "Agreement").
RECITALS
WHEREAS, the Fund has executed and delivered the Agreement which
sets forth the rights and obligations of the parties with respect to the
management of the portfolios of the Fund.
WHEREAS, the Fund has created two additional portfolios: Global
Franchise Portfolio and Equity and Income Portfolio (the "Additional
Portfolios").
AGREEMENTS
Now, therefore, the parties agree as follows:
As provided in Section 1 of the Agreement, the Fund hereby
appoints the Adviser to act as investment adviser to the Additional Portfolios.
The compensation of the Adviser as set forth in Paragraph 3 of the
Agreement with respect to the Additional Portfolios will be as set forth below:
Global Franchise Portfolio
--------------------------
Assets Percentage Rate
------ ---------------
First $500 million 0.80%
From $500 million to $1 billion 0.75%
More than $1 billion 0.70%
Equity and Income Portfolio
---------------------------
Assets Percentage Rate
------ ---------------
First $500 million 0.60%
From $500 million to $1 billion 0.55%
More than $1 billion 0.50
This Supplement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
The parties listed below have executed this Supplement as of the
12th day of December, 2002.
XXXXXX XXXXXXX INVESTMENT THE UNIVERSAL INSTITUTIONAL FUNDS,
MANAGEMENT INC. INC.
/s/ Xxxxxx X. Xxxxxxx
-------------------------- ----------------------------------
Name: Name: Xxxxxx X. Xxxxxxx
Title: Title: President
