0001193125-06-085793 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 21st, 2006 • 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 21st, 2006 • 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”).

THE UNIVERSAL INSTITUTIONAL FUNDS, INC. SUPPLEMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT Global Real Estate Portfolio International Growth Equity Portfolio
Investment Advisory Agreement • April 21st, 2006 • Universal Institutional Funds Inc

SUPPLEMENT (the “Supplement”) to AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT dated as of June 1, 2005 (the “Agreement”), by and between The Universal Institutional Funds, Inc. (formerly, Morgan Stanley Universal Funds, Inc.), a Maryland corporation (the “Fund”) and Morgan Stanley Investment Management Inc. (formerly, Morgan Stanley Asset Management Inc.), a Delaware corporation (the “Adviser”).

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