0001193125-04-065578 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 20th, 2004 • Universal Institutional Funds Inc • New York

AGREEMENT made as of the 11th day of August, 2003, 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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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 20th, 2004 • Universal Institutional Funds Inc • New York

AGREEMENT made as of the 11th day of August, 2003, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as “MSIM”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to the “Local Manager”).

SERVICES AGREEMENT
Services Agreement • April 20th, 2004 • Universal Institutional Funds Inc • New York

This AGREEMENT, dated as of February 15, 2002 by and between Morgan Stanley Asset & Investment Trust Management Co., Limited, a Japanese corporation with its principal place of business at Yebisu Garden Place Tower, 20-3, Ebisu 4-Chome, Shibuya-ku, Tokyo 150, Japan (“MSAITM”) and Morgan Stanley Investment Management Inc., a Delaware corporation with its principal place of business as 1221 Avenue of the Americas, New York, NY 10020 (“Affiliate”):

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