XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
made this 1st day of November, 2004 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, this Agreement amends and restates, in its
entirety, the Current 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 portfolios;
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 investment funds
(the "Portfolios") of the Fund as set forth on Schedule A
attached hereto, 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.
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 as set forth in Schedule
B attached hereto with respect to the average daily net assets of
each of the Portfolios for the quarter.
In the event of termination of this Agreement, the fees provided
in this Section 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 until the earlier
of the end of two years after the date first written above or a
date within such two-year period as 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 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 INC.
By:
Name:
Title:
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By:
Name:
Title:
SCHEDULE A
PORTFOLIOS
1. Asian Equity Portfolio
2. Balanced Portfolio
3. Capital Preservation Portfolio
4. Core Equity Portfolio
5. Core Plus Fixed Income Portfolio
6. Emerging Markets Debt Portfolio
7. Emerging Markets Equity Portfolio
8. Equity and Income Portfolio
9. Equity Growth Portfolio
10. Global Franchise Portfolio
11. Global Value Equity Portfolio
12. High Yield Portfolio
13. International Fixed Income Portfolio
14. International Magnum Portfolio
15. Investment Grade Fixed Income Portfolio
16. Latin American Portfolio
17. Mid Cap Growth Portfolio
18. Money Market Portfolio
19. Multi-Asset Class Portfolio
20. Small Company Growth Portfolio
21. Targeted Duration Portfolio
22. Technology Portfolio
23. U.S. Mid-Cap Value Portfolio
24. U.S. Real Estate Portfolio
25. Value Portfolio
SCHEDULE B
ADVISORY FEES FOR THE FUND'S PORTFOLIOS ADVISED BY MSIM
Assets
Portfolio
First $500 million
From $500 million to $1 billion
More than $1 billion
Asian Equity Portfolio
0.80%
0.75%
0.70%
Balanced Portfolio
0.50%
0.45%
0.40%
Capital Preservation Portfolio
0.45%
0.40%
0.35%
Core Equity Portfolio
0.55%
0.50%
0.45%
Core Plus Fixed Income Portfolio
0.375% up to $1 billion; 0.30% over $1 billion
Emerging Markets Debt Portfolio
0.75%
0.70%
0.65%
Emerging Markets Equity Portfolio
1.25% of first $500 million; 1.20% from $500 million to
$1 billion; 1.15% from $1 billion to $2.5 billion; 1.00%
over $2.5 billion.
Equity and Income Portfolio
0.50% of first $150 million; 0.45% from $150 million to
$250 million; 0.40% from $250 million to $350 million;
0.35% over $350 million.
Equity Growth Portfolio
0.50% of first $1 billion; 0.45% from $1 billion to $2
billion; 0.40% from $2 billion to $3 billion; 0.35% over
$3 billion.
Global Franchise Portfolio
0.80%
0.75%
0.70%
Global Value Equity Portfolio
0.67% of first $1 billion; 0.645% from $1 billion to $1.5
billion; 0.62% from $1.5 billion to $2.5 billion; 0.595%
from $2.5 billion to $3.5 billion; 0.57% from $3.5 billion
to $4.5 billion; 0.545% over $4.5 billion.
High Yield Portfolio
0.45% up to $1.5 billion; 0.40% over $1.5 billion
International Fixed Income Portfolio
0.50%
0.45%
0.40%
International Magnum Portfolio
0.80%
0.75%
0.70%
Investment Grade Fixed Income Portfolio
0.40%
0.35%
0.30%
Latin American Portfolio
1.10%
1.05%
1.00%
Mid Cap Growth Portfolio
0.75%
0.70%
0.65%
Money Market Portfolio
0.30%
0.25%
0.20%
Multi-Asset Class Portfolio
0.65%
0.60%
0.55%
Small Company Growth Portfolio
0.92% up to $1 billion; 0.85% over $1 billion
Targeted Duration Portfolio
0.40%
0.35%
0.30%
Technology Portfolio
0.80%
0.75%
0.70%
U.S. Mid-Cap Value Portfolio
0.72% up to $1 billion; 0.65% over $1 billion
U.S. Real Estate Portfolio
0.80%
0.75%
0.70%
Value Portfolio
0.55%
0.50%
0.45%
3
NYA 690573.5
NYA 690573.5
6
NYA 690573.5
