THE UNIVERSAL INSTITUTIONAL FUNDS, INC. SUPPLEMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT Global Real Estate Portfolio International Growth Equity Portfolio
Exhibit 99(d)(2)
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
SUPPLEMENT TO AMENDED AND RESTATED
Global Real Estate Portfolio
International Growth Equity Portfolio
SUPPLEMENT (the “Supplement”) to AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT dated as of June 1, 2005 (the “Agreement”), 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”).
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 portfolio of the Fund: Global Real Estate Portfolio and International Growth Equity Portfolio (each an “Additional Portfolio”).
WHEREAS, the Fund and the Adviser desire to add the Additional Portfolios to the Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of their mutual promises, and other good and valuable consideration, contained in the Agreement and herein, the Fund and the Adviser agree as follows:
As provided in Section 1 of the Agreement, the Fund hereby appoints the Adviser to act as investment adviser to each Additional Portfolio.
Schedule A of the Agreement is deleted and replaced in its entirety with the attached Schedule A.
Schedule B of the Participation Agreement is deleted and replaced in its entirety with the attached Schedule B.
1
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their officers thereunto duly authorized as of this 6th day of February, 2006.
| XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. |
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. | |||||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxx | |||||||||
| Name: | Xxxxxx X. Xxxxxxx | Name: | Xxxxxx X. Xxxxxxx | |||||||||
| Title: | Managing Director | Title: | Principal Executive Officer | |||||||||
2
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 Real Estate Portfolio |
| 12. | Global Value Equity Portfolio |
| 13. | High Yield Portfolio |
| 14. | International Fixed Income Portfolio |
| 15. | International Growth Equity Portfolio |
| 16. | International Magnum Portfolio |
| 17. | Investment Grade Fixed Income Portfolio |
| 18. | Latin American Portfolio |
| 19. | Mid Cap Growth Portfolio |
| 20. | Money Market Portfolio |
| 21. | Multi-Asset Class Portfolio |
| 22. | Small Company Growth Portfolio |
| 23. | Targeted Duration Portfolio |
| 24. | Technology Portfolio |
| 25. | U.S. Mid-Cap Value Portfolio |
| 26. | U.S. Real Estate Portfolio |
| 27. | Value Portfolio |
3
SCHEDULE B – As of February 6, 2005
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 Real Estate Portfolio | 0.85% | |||||
| 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 | 0.42% of the first $500 million; 0.345% from $500 million to $750 million; 0.295% from $750 million to $1 billion; 0.27% from $1 billion to $2 billion; 0.245% from $2 billion to $3 billion; 0.22% over $3 billion. | |||||
4
| International Fixed Income Portfolio |
0.50% | 0.45% | 0.40% | |||
| International Growth Equity Portfolio |
0.75% of first $1 billion; 0.70% over $1 billion. | |||||
| 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% of the first $1 billion; 0.85% from $1 billion to $1.5 billion; 0.80% over $1.5 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% | |||
5
