August 2, 2016 Morgan Stanley Institutional Fund, Inc.

Exhibit 99.(h)(4)

August 2, 2016

Xxxxxx Xxxxxxx Institutional Fund, Inc.

000 Xxxxx Xxxxxx

New York, New York 10036

Re: Waiver of Portion of Advisory Fees in Connection with Investments in Multi-Asset Cayman Portfolio, Ltd.

Dear Sir or Madam:

Reference is made to the Amended and Restated Investment Advisory Agreement by and between Xxxxxx Xxxxxxx Investment Management Inc. and Xxxxxx Xxxxxxx Institutional Fund, Inc., a corporation organized under the laws of Maryland (the “Fund”), dated June 30, 2009 (as further amended, restated or otherwise modified from time to time, the “Investment Advisory Agreement”).

Pursuant to the Investment Advisory Agreement, the Fund pays, for and on behalf of the Multi-Asset Portfolio, a series thereof (the “Portfolio”), an investment advisory fee to Xxxxxx Xxxxxxx Investment Management Inc. (“MSIM”) as specified in such agreement (the “Fund Management Fee”).

The Fund, for and on behalf of the Portfolio, intends to invest in Multi-Asset Cayman Portfolio, Ltd., a Cayman Islands exempted company (the “Subsidiary”) in respect of which MSIM (i) provides management services and (ii) receives a management fee (the “Subsidiary Management Fee”) pursuant to a management agreement by and between the Subsidiary and MSIM dated August 2, 2016 (as amended, restated or otherwise modified from time to time, the “Subsidiary Agreement”).

In consideration of the Subsidiary Management Fee paid by the Subsidiary in which the Fund invests for and on behalf of the Portfolio, and for as long as the Subsidiary Agreement remains in effect, MSIM agrees to waive irrevocably all of the Fund Management Fee that would otherwise be paid by the Fund for and on behalf of the Portfolio to MSIM in any period in an amount equal to the amount of the Subsidiary Management Fee, if any, actually paid by the Subsidiary to MSIM under the Subsidiary Agreement during such period.

This letter modifies the terms of the Management Agreement and to the extent of any conflict between the terms of this letter agreement and the terms of such agreement, the terms of this letter agreement will prevail. This letter agreement and the rights and obligations of the parties hereunder will be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of New York without regard to the choice of law or conflicts of law principles thereof that would result in the application of the law of any other jurisdiction.

Please confirm your understanding of and agreement with the subject matter herein by returning an originally executed copy of this letter agreement to the address first written above.

	Very truly yours,
	XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
	By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Managing Director

ACKNOWLEDGED AND AGREED
XXXXXX XXXXXXX INSTITUTIONAL FUND, INC.
for and on behalf of
MULTI-ASSET PORTFOLIO,
a series thereof
By:	/s/ Xxxx X. Xxxxxx
Name:	Xxxx X. Xxxxxx
Title:	President and Principal Executive Officer