AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made this 1st day of June, 2005 by and between Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the "Fund"), and Morgan Stanley...Investment Advisory Agreement • August 29th, 2005 • Morgan Stanley Institutional Fund Inc • New York
Contract Type FiledAugust 29th, 2005 Company JurisdictionAMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made this 1st day of June, 2005 by and between Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the "Fund"), and Morgan Stanley Investment Management Inc. (formerly, Morgan Stanley Asset Management Inc.), a Delaware corporation (the "Adviser"). RECITALS WHEREAS, the Fund entered into an Investment Advisory Agreement to provide investment advisory services with the Adviser, effective as of May 1, 1997, as amended (the "Current Investment Advisory Agreement"); and WHEREAS, this Agreement amends and restates, in its entirety, the Current Investment Advisory Agreement to reduce the fee payable with respect to certain portfolios of the Fund under this Agreement; AGREEMENTS Now, Therefore, the Fund and the Adviser agree as follows: 1.Duties of Adviser. The Fund hereby appoints the Adviser to act as investment adviser to the Fund's Active International Allocation Portfolio, Ch