EXHIBIT 99(a)(9)
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT
Capital Preservation 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 one additional portfolio: Capital
Preservation Portfolio (the "Additional Portfolio").
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 Portfolio.
The compensation of the Adviser as set forth in Paragraph 3 of the
Agreement with respect to the Additional Portfolio will be as set forth below:
Assets Percentage Rate
------ ---------------
First $500 million 0.45%
$ 500 million to $1 billion 0.40%
In Excess of $1 billion 0.35%
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 ___
day of _________, 2002.
XXXXXX XXXXXXX INVESTMENT THE UNIVERSAL INSTITUTIONAL FUNDS,
MANAGEMENT INC. INC.
------------------------------------ -------------------------------------
Name: Name: Xxxxxx X. Xxxxxxx
Title: Title: President
