Exhibit 77q-1
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made this 30th day of
June, 2009 by and between The Universal Institutional Funds, Inc. (formerly,
Xxxxxx Xxxxxxx Universal Funds, Inc.), a Maryland corporation (the "FUND"), and
Xxxxxx Xxxxxxx Investment Management Inc. (formerly, Xxxxxx Xxxxxxx Asset
Management Inc.), a Delaware corporation (the "ADVISER").
WHEREAS, the Fund entered into an Investment Advisory Agreement to provide
certain investment advisory and other services with the Adviser, effective as of
May 31, 1997, as amended (the "CURRENT INVESTMENT ADVISORY AGREEMENT"); and
WHEREAS, as of November 1, 2004, the Current Investment Advisory Agreement
was amended and restated (the "AMENDED INVESTMENT ADVISORY AGREEMENT") to
combine the Current Investment Advisory Agreement into a single Amended and
Restated Investment Advisory Agreement to reduce the fee payable hereunder by
certain of the Fund's series; and
WHEREAS, this Agreement amends and restates, in its entirety, the Amended
Investment Advisory Agreement to incorporate amendments thereto and to make
other ministerial changes designed to facilitate the administration of this
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the series of the Fund set forth on Schedule A hereto, as
such Schedule A may be amended from time to time (each a "PORTFOLIO" and,
collectively, the "PORTFOLIOS"), for the period and on such terms as set forth
in this Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolios, to continuously review, supervise
and administer the investment program of each of the Portfolios, to determine in
its discretion the securities to be purchased or sold and the portion of each
Portfolios' assets to be held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and Board of Directors
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Directors of the Fund, and in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. The Adviser accepts such employment and agrees
to render the services and to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of securities for each of
the Portfolios and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Unless and until otherwise directed by the Board of Directors of the Fund, the
Adviser is authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
AMR #197617-v2
1
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser, at the end of each of the Fund's fiscal quarters, an advisory fee
calculated by applying a quarterly rate, based on the annual percentage rates
set forth in Schedule A attached hereto, to the average daily net assets of each
of the Portfolios for the quarter.
In the event of termination of this Agreement, the fee set forth in
Schedule A to this Agreement shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current fiscal
quarter as a percentage of the total number of days in such quarter.
4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
5. Reports. The Fund and the Adviser agree to furnish to each other current
prospectuses, statements of additional information, proxy statements, reports to
stockholders, certified copies of their financial statements, and such other
information with regard to their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the Fund are not to be
deemed exclusive, and the Adviser shall be free to render similar services to
others.
7. Liability of Adviser. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 ACT")), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any stockholder of the Fund, for any error of judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of any of the Portfolios.
8. Permissible Interests. Subject to and in accordance with the Articles of
Incorporation of the Fund and the Certificate of Incorporation of the Adviser,
Directors, officers, agents and stockholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, stockholders or otherwise; Directors, officers, agents and stockholders
of the Adviser are or may be interested in the Fund as Directors, officers,
stockholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund as a stockholder or otherwise; and that the effect of any
such interrelationships shall be governed by said Articles of Incorporation,
Certificate of Incorporation and the provisions of the 1940 Act.
9. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue in effect with respect to each Portfolio for a
period of up to one year from the effective date hereof (except with respect to
any Portfolio added to Schedule A of this Agreement after the date hereof, for
an initial period of two years from the date that such Portfolio is added) and
thereafter provided such continuance is specifically approved (a) by the vote of
a majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of each of the Portfolios; and thereafter shall
continue for periods of one year so long as such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Board of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of each of
the
2
Portfolios; provided, however, that if the holders of any Portfolios fail to
approve the Agreement as provided herein, the Adviser may continue to serve in
such capacity in the manner and to the extent permitted by the 1940 Act and
rules thereunder. This Agreement may be terminated with respect to any of the
Portfolios at any time, without the payment of any penalty, by vote of a
majority of the entire Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio on 60 days' written notice
to the Adviser. This Agreement may be terminated by the Adviser at any time,
without the payment of any penalty, upon 90 days' written notice to the Fund.
This Agreement will automatically and immediately terminate in the event of its
assignment, provided that an assignment to a corporate successor to all or
substantially all of the Adviser's business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control of
the Adviser's business shall not be deemed to be an assignment for the purposes
of this Agreement. Any notice under this Agreement shall be given in writing,
addressed and delivered or mailed postpaid, to the other party at any office of
such party and shall be deemed given when received by the addressee.
As used in this Section 9, the terms "assignment," "interested persons,"
and "a vote of a majority the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of each of the Portfolios.
11. Use of Name. The Fund agrees that if this Agreement is terminated and
the Adviser shall no longer be the adviser to the Fund, the Fund will, within a
reasonable period of time, change its name to delete reference to "Xxxxxx
Xxxxxxx."
12. Severability. If any provisions of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
13. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of New York, provided, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the day and year
first written above.
XXXXXX XXXXXXX INVESTMENT MANAGEMENT THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: Director Title: Assistant Secretary
3
SCHEDULE A
AS OF JUNE 30, 2009
EFFECTIVE DATE OF AGREEMENT
AND ANY AMENDMENTS ENTERED
PORTFOLIO INTO PRIOR TO JUNE 30, 2009 CONTRACTUAL RATE OF ADVISORY FEES
--------- --------------------------- ------------------------------------
Capital Growth Effective Date: 05/31/97 0.50% of the portion of the daily
Amendments: 11/01/04 net assets not exceeding $1 billion;
0.45% of the portion of the daily
net assets exceeding $1 billion but
not exceeding $2 billion; 0.40% of
the portion of the daily net assets
exceeding $2 billion but not
exceeding $3 billion; and 0.35% of
the daily net assets exceeding $3
billion.
Core Plus Fixed Income Effective Date: 11/01/04 0.375% of the portion of the daily
net assets not exceeding $1 billion;
and 0.30% of the portion of the
daily net assets exceeding $1
billion.
Emerging Markets Debt Effective Date: 05/31/97 0.75% of the portion of the daily
Amendments: 11/01/04 net assets not exceeding $500
million; 0.70% of the portion of the
daily net assets exceeding $500
million but not exceeding $1
billion; and 0.65% of the portion of
the daily net assets exceeding $1
billion.
Emerging Markets Equity Effective Date: 05/31/97 1.25% of the portion of the daily
Amendments: 11/01/04 net assets not exceeding $500
million; 1.20% of the portion of the
daily net assets exceeding $500
million but not exceeding $1
billion; 1.15% of the portion of the
daily net assets exceeding $1
billion but not exceeding $2.5
billion; and 1.00% of the daily net
assets exceeding $2.5 billion.
Equity and Income Effective Date: 11/01/04 0.50% of the portion of the daily
net assets not exceeding $150
million; 0.45% of the portion of the
daily net assets exceeding $150
million but not exceeding $250
million; 0.40% of the portion of the
daily net assets exceeding $250
Sch. A-1
EFFECTIVE DATE OF AGREEMENT
AND ANY AMENDMENTS ENTERED
PORTFOLIO INTO PRIOR TO JUNE 30, 2009 CONTRACTUAL RATE OF ADVISORY FEES
--------- --------------------------- ------------------------------------
million but not exceeding $350
million; and 0.35% of the daily net
assets exceeding $350 million.
Global Franchise Effective Date: 11/01/04 0.80% of the portion of the daily
net assets not exceeding $500
million; 0.75% of the portion of the
daily net assets exceeding $500
million but not exceeding $1
billion; and 0.70% of the portion of
the daily net assets exceeding $1
billion.
Global Real Estate Effective Date: 02/06/06 0.85% of the daily net assets.
Global Value Equity Effective Date: 11/01/04 0.67% of the portion of the daily
net assets not exceeding $1 billion;
0.645% of the portion of the daily
net assets exceeding $1 billion but
not exceeding $1.5 billion; 0.62% of
the portion of the daily net assets
exceeding $1.5 billion but not
exceeding $2.5 billion; 0.595% of
the portion of the daily net assets
exceeding $2.5 billion but not
exceeding $3.5 billion; 0.57% of the
portion of the daily net assets
exceeding $3.5 billion but not
exceeding $4.5 billion; and 0.545%
of the daily net assets exceeding
$4.5 billion.
High Yield Effective Date: 11/01/04 0.42% of the portion of the daily
net assets not exceeding $500
million; 0.345% of the portion of
the daily net assets exceeding $500
million but not exceeding $750
million; 0.295% of the portion of
the daily net assets exceeding $750
million but not exceeding $1
billion; 0.27% of the portion of the
daily net assets exceeding $1
billion but not exceeding $2
billion; 0.245% of the portion of
the daily net assets exceeding $2
billion but not exceeding $3
billion; and 0.22% of the portion of
the daily net
Sch. A-2
EFFECTIVE DATE OF AGREEMENT
AND ANY AMENDMENTS ENTERED
PORTFOLIO INTO PRIOR TO JUNE 30, 2009 CONTRACTUAL RATE OF ADVISORY FEES
--------- --------------------------- ------------------------------------
assets exceeding $3 billion.
International Magnum Effective Date: 05/31/97 0.80% of the portion of the daily
Amendments: 11/01/04 net assets not exceeding $500
million; 0.75% of the portion of the
daily net assets exceeding $500
million but not exceeding $1
billion; and 0.70% of the portion of
the daily net assets exceeding
$1 billion.
International Growth Equity Effective Date: 02/06/06 0.75% of the portion of the daily
net assets not exceeding $1 billion;
and 0.70% of the portion of the
daily net assets exceeding
$1 billion.
Mid Cap Growth Effective Date: 11/01/04 0.75% of the portion of the daily
net assets not exceeding $500
million; 0.70% of the portion of the
daily net assets exceeding $500
million but not exceeding $1
billion; and 0.65% of the portion of
the daily net assets exceeding
$1 billion.
Small Company Growth Effective Date: 11/01/04 0.92% of the portion of the daily
net assets not exceeding $1 billion;
0.85% of the portion of the daily
net assets exceeding $1 billion but
not exceeding $1.5 billion; and
0.80% of the portion of the daily
net assets exceeding $1.5 billion.
U.S. Mid-Cap Value Effective Date: 11/01/04 0.72% of the portion of the daily
net assets not exceeding $1 billion;
and 0.65% of the portion of the
daily net assets exceeding $1
billion.
U.S. Real Estate Effective Date: 05/31/97 0.80% of the portion of the daily
Amendments: 11/01/04 net assets not exceeding $500
million; 0.75% of the portion of the
daily net assets exceeding $500
million but not exceeding
Sch. A-3
EFFECTIVE DATE OF AGREEMENT
AND ANY AMENDMENTS ENTERED
PORTFOLIO INTO PRIOR TO JUNE 30, 2009 CONTRACTUAL RATE OF ADVISORY FEES
--------- --------------------------- ------------------------------------
$1 billion; and 0.70% of the portion
of the daily net assets exceeding
$1 billion.
Value Effective Date: 11/01/04 0.55% of the portion of the daily
net assets not exceeding $500
million; 0.50% of the portion of the
daily net assets exceeding $500
million but not exceeding $1
billion; and 0.45% of the portion of
the daily net assets exceeding
$1 billion.
Sch. A-4
