0001193125-10-081237 Sample Contracts

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 12th, 2010 • Universal Institutional Funds Inc • New York

AGREEMENT made as of the 30th day of June, 2009, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as “MSIM”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).

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PLEASE READ THIS DOCUMENT AND THE AGREEMENT CAREFULLY.
Document and the Agreement • April 12th, 2010 • Universal Institutional Funds Inc

(This document is delivered to you at the time of conclusion of this contract pursuant to Article 15 of the Law Regulating Securities Investment Advisory Business.)

MORGAN STANLEY INVESTMENT MANAGEMENT INC. AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 12th, 2010 • Universal Institutional Funds Inc • New York

WHEREAS, the Fund entered into an Investment Advisory Agreement to provide certain investment advisory and other services with the Adviser, effective as of May 31, 1997, as amended (the “Current Investment Advisory Agreement”); and

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 12th, 2010 • Universal Institutional Funds Inc • New York

AGREEMENT made as of the 30th day of June, 2009, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the “Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to the “Local Manager”).

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