Amendment Dated as of March 7, 2007 to the Mutual Funds Sub-Administration Agreement between Morgan Stanley Investment Management Inc., formerly Morgan Stanley Asset Management Inc. (“MSIM”), and J.P. Morgan Investor Services Co., formerly Chase...

Exhibit 99(h)(5)

Amendment Dated as of March 7, 2007 to the Mutual Funds Sub-Administration Agreement between Xxxxxx Xxxxxxx Investment Management Inc., formerly Xxxxxx Xxxxxxx Asset Management Inc. (“MSIM”), and X.X. Xxxxxx Investor Services Co., formerly Chase Global Funds Services Company (“X.X. Xxxxxx”), on behalf of The Universal Institutional Funds, Inc. (the “Fund”)

WHEREAS, MSIM, acting as Administrator for the Fund and X.X. Xxxxxx have entered into a Mutual Funds Sub-Administration Agreement dated as of September 16, 1996 (“Sub-Administration Agreement”) retaining X.X.Xxxxxx to render certain sub-administrative and other services for the benefit of the Fund,

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

1. Pursuant to Section 5. (a) of the Sub-Administration Agreement, the fee schedule is hereby deleted and replaced with the fee schedule attached hereto (effective October 1, 2006).

IN WITNESS HEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

XXXXXX XXXXXXX INVESTMENT MANAGEMENT, INC.
Attest:		/s/ Xxxxxx X. Xxxxxx				By:		/s/ Xxxxxx X. Xxxxxxx
						Name:		Xxxxxx X. Xxxxxxx
						Title:		President and Principal Executive Officer

X.X. XXXXXX INVESTOR SERVICES CO.
Attest:		/s/ Xxxxx Xxxxxxxxx				By:		/s/ Xxxx X. Xxxxxx
						Name:		Xxxx X. Xxxxxx
						Title:		Vice President

UIF..SubAdmin