▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC.
AMENDED AND RESTATED INVESTMENT
ADVISORY AGREEMENT
AMENDED AND RESTATED INVESTMENT
ADVISORY AGREEMENT made this 30th day of June,
2009 by and between The Universal Institutional Funds,
Inc. (formerly, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Universal Funds, Inc.), a
Maryland corporation (the "Fund"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Inc. (formerly, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Asset Management Inc.), a Delaware corporation (the
"Adviser").
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
WHEREAS, as of November 1, 2004, the Current
Investment Advisory Agreement was amended and
restated (the "Amended Investment Advisory
Agreement") to combine the Current Investment
Advisory Agreement into a single Amended and Restated
Investment Advisory Agreement to reduce the fee payable
hereunder by certain of the Fund's series; and
WHEREAS, this Agreement amends and restates,
in its entirety, the Amended Investment Advisory
Agreement to incorporate amendments thereto and to
make other ministerial changes designed to facilitate the
administration of this Agreement.
NOW, THEREFORE, the parties hereto, intending
to be legally bound hereby, agree as follows:
1. Duties of Adviser. The Fund hereby appoints the
Adviser to act as investment adviser to the series of the
Fund set forth on Schedule A hereto, as such Schedule A
may be amended from time to time (each a "Portfolio"
and, collectively, the "Portfolios"), for the period and on
such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolios, to
continuously review, supervise and administer the
investment program of each of the Portfolios, to
determine in its discretion the securities to be purchased
or sold and the portion of each Portfolios' assets to be
held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is
required to maintain, and to render regular reports to the
Fund's officers and Board of Directors concerning the
Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the
objectives, policies and limitations set forth in the Fund's
prospectus and applicable laws and regulations. The
Adviser accepts such employment and agrees to render
the services and to provide, at its own expense, the office
space, furnishings and equipment and the personnel
required by it to perform the services on the terms and for
the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized
to select the brokers or dealers that will execute the
purchases and sales of securities for each of the Portfolios
and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as
prescribed herein. Unless and until otherwise directed by
the Board of Directors of the Fund, the Adviser is
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission
rates available, if the Adviser determines in good faith
that such amount of commission is reasonable in relation
to the value of the brokerage or research services
provided by such broker or dealer, viewed in terms of
either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this
Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund
such information relating to portfolio transactions as they
may reasonably request.
3. Compensation of the Adviser. For the services to
be rendered by the Adviser as provided in Section 1 of
this Agreement, the Fund shall pay to the Adviser, at the
end of each of the Fund's fiscal quarters, an advisory fee
calculated by applying a quarterly rate, based on the
annual percentage rates set forth in Schedule A attached
hereto, to the average daily net assets of each of the
Portfolios for the quarter.
In the event of termination of this Agreement, the
fee set forth in Schedule A to this Agreement shall be
computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject
to a pro rata adjustment based on the number of days
elapsed in the current fiscal quarter as a percentage of the
total number of days in such quarter.
4. Other Services. At the request of the Fund, the
Adviser in its discretion may make available to the Fund
office facilities, equipment, personnel and other services.
Such office facilities, equipment, personnel and services
shall be provided for or rendered by the Adviser and
billed to the Fund at the Adviser's cost.
5. Reports. The Fund and the Adviser agree to
furnish to each other current prospectuses, statements of
additional information, proxy statements, reports to
stockholders, certified copies of their financial statements,
and such other information with regard to their affairs as
each may reasonably request.
6. Status of Adviser. The services of the Adviser to
the Fund are not to be deemed exclusive, and the Adviser
shall be free to render similar services to others.
7. Liability of Adviser. In the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of
the Adviser in performance of its obligations and duties
hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting
from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of
damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the Investment Company Act
of 1940, as amended ("1940 Act")), the Adviser shall not
be subject to any liability whatsoever to the Fund, or to
any stockholder of the Fund, for any error of judgment,
mistake of law or any other act or omission in the course
of, or connected with, rendering services hereunder
including, without limitation, for any losses that may be
sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of any of the
Portfolios.
8. Permissible Interests. Subject to and in
accordance with the Articles of Incorporation of the Fund
and the Certificate of Incorporation of the Adviser,
Directors, officers, agents and stockholders of the Fund
are or may be interested in the Adviser (or any successor
thereof) as Directors, officers, agents, stockholders or
otherwise; Directors, officers, agents and stockholders of
the Adviser are or may be interested in the Fund as
Directors, officers, stockholders or otherwise; and the
Adviser (or any successor) is or may be interested in the
Fund as a stockholder or otherwise; and that the effect of
any such interrelationships shall be governed by said
Articles of Incorporation, Certificate of Incorporation and
the provisions of the 1940 Act.
9. Duration and Termination. This Agreement,
unless sooner terminated as provided herein, shall
continue in effect with respect to each Portfolio for a
period of up to one year from the effective date hereof
(except with respect to any Portfolio added to Schedule A
of this Agreement after the date hereof, for an initial
period of two years from the date that such Portfolio is
added) and thereafter provided such continuance is
specifically approved (a) by the vote of a majority of
those members of the Board of Directors of the Fund who
are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board
of Directors of the Fund or by vote of a majority of the
outstanding voting securities of each of the Portfolios;
and thereafter shall continue for periods of one year so
long as such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of
the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Board of
Directors of the Fund or by vote of a majority of the
outstanding voting securities of each of the Portfolios;
provided , however , that if the holders of any Portfolios
fail to approve the Agreement as provided herein, the
Adviser may continue to serve in such capacity in the
manner and to the extent permitted by the 1940 Act and
rules thereunder. This Agreement may be terminated with
respect to any of the Portfolios at any time, without the
payment of any penalty, by vote of a majority of the entire
Board of Directors of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio on 60
days' written notice to the Adviser. This Agreement may
be terminated by the Adviser at any time, without the
payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and
immediately terminate in the event of its assignment,
provided that an assignment to a corporate successor to all
or substantially all of the Adviser's business or to a
wholly-owned subsidiary of such corporate successor
which does not result in a change of actual control of the
Adviser's business shall not be deemed to be an
assignment for the purposes of this Agreement. Any
notice under this Agreement shall be given in writing,
addressed and delivered or mailed postpaid, to the other
party at any office of such party and shall be deemed
given when received by the addressee.
As used in this Section 9, the terms "assignment,"
"interested persons," and "a vote of a majority the
outstanding voting securities" shall have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19)
and Section 2(a)(42) of the 1940 Act.
10. Amendment of Agreement. This Agreement may
be amended by mutual consent, but the consent of the
Fund must be approved (a) by vote of a majority of those
members of the Board of Directors of the Fund who are
not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the
purpose of voting on such amendment, and (b) by vote of
a majority of the outstanding voting securities of each of
the Portfolios.
11. Use of Name. The Fund agrees that if this
Agreement is terminated and the Adviser shall no longer
be the adviser to the Fund, the Fund will, within a
reasonable period of time, change its name to delete
reference to "▇▇▇▇▇▇ ▇▇▇▇▇▇▇."
12. Severability. If any provisions of this
Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
13. Applicable Law. This Agreement shall be
construed in accordance with the laws of the State of New
York, provided, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
14. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their officers
thereunto duly authorized as of the day and year first
written above.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
INVESTMENT
MANAGEMENT INC.
THE UNIVERSAL
INSTITUTIONAL
FUNDS,
INC.
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
Director
Title:
Assistant Secretary
SCHEDULE A
AS OF SEPTEMBER 30, 2015
PORTFOLIO
EFFECTIVE DATE OF
AGREEMENT AND ANY
AMENDMENTS ENTERED
INTO PRIOR TO JUNE 30,
2009
CONTRACTUAL RATE OF
ADVISORY FEES
Growth
Effective Date: 05/31/97
Amendments: 11/01/04
0.50% of the portion of the daily net assets not exceeding $1
billion; 0.45% of the portion of the daily net assets exceeding
$1 billion but not exceeding $2 billion; 0.40% of the portion of
the daily net assets exceeding $2 billion but not exceeding $3
billion; and 0.35% of the daily net assets exceeding $3 billion.
Core Plus Fixed Income
Effective Date: 11/01/04
0.375% of the portion of the daily net assets not exceeding $1
billion; and 0.30% of the portion of the daily net assets
exceeding $1 billion.
Emerging Markets Debt
Effective Date: 05/31/97
Amendments: 11/01/04
0.75% of the portion of the daily net assets not exceeding $500
million; 0.70% of the portion of the daily net assets exceeding
$500 million but not exceeding $1 billion; and 0.65% of the
portion of the daily net assets exceeding $1 billion.
Emerging Markets Equity
Effective Date: 05/31/97
Amendments: 11/01/04
0.95% of the portion of the daily net assets not exceeding $500
million; 0.85% of the portion of the daily net assets exceeding
$500 million but not exceeding $1 billion; 0.80% of the
portion of the daily net assets exceeding $1 billion but not
exceeding $2.5 billion; and 0.75% of the daily net assets
exceeding $2.5 billion.
Global Franchise
Effective Date: 11/01/04
0.80% of the portion of the daily net assets not exceeding $500
million; 0.75% of the portion of the daily net assets exceeding
$500 million but not exceeding $1 billion; and 0.70% of the
portion of the daily net assets exceeding $1 billion.
Global Infrastructure
Effective Date: 10/03/13
0.85% of the average daily net assets.
Global Real Estate
Effective Date: 02/06/06
0.85% of the daily net assets.
Global Strategist
Effective Date: 05/31/97
Amendments: 11/01/04
0.75% of the portion of the daily net assets not exceeding $500
million; 0.70% of the portion of the daily net assets exceeding
$500 million but not exceeding $1 billion; and 0.65% of the
portion of the daily net assets exceeding $1 billion.
Mid Cap Growth
Effective Date: 11/01/04
0.75% of the portion of the daily net assets not exceeding $500
million; 0.70% of the portion of the daily net assets exceeding
$500 million but not exceeding $1 billion; and 0.65% of the
portion of the daily net assets exceeding $1 billion.
Small Company Growth
Effective Date: 11/01/04
0.92% of the portion of the daily net assets not exceeding $1
billion; 0.85% of the portion of the daily net assets exceeding
$1 billion but not exceeding $1.5 billion; and 0.80% of the
portion of the daily net assets exceeding $1.5 billion.
U.S. Real Estate
Effective Date: 05/31/97
Amendments: 11/01/04
0.80% of the portion of the daily net assets not exceeding $500
million; 0.75% of the portion of the daily net assets exceeding
$500 million but not exceeding $1 billion; and 0.70% of the
portion of the daily net assets exceeding $1 billion.
▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇ 4
▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇
Sch. A-1
▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇