0001193125-10-240793 Sample Contracts

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 29th, 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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CUSTODIAN CONTRACT
Custodian Contract • October 29th, 2010 • Universal Institutional Funds Inc • New York

This Contract dated as of March 7, 2008, between each fund or series of a fund listed on Appendix A, severally and not jointly, which evidences its agreement to be bound hereby by executing a copy of this Contract (each such Fund is individually hereinafter referred to as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111 (hereinafter called the “Custodian”), to be effective as of the dates on Appendix A,

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 29th, 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”).

MORGAN STANLEY INVESTMENT MANAGEMENT INC. AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 29th, 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

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