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									                                                                         Class I Prospectus


                                                                         April 30, 2010




The Universal Institutional Funds, Inc.

U.S. Real Estate Portfolio
Above average current income and long-term capital appreciation
by investing primarily in equity securities of companies in the U.S.
real estate industry, including real estate investment trusts.




                                                                       Investment Adviser
                                                                       Morgan Stanley Investment Management Inc.
                                                                       The Universal Institutional Funds, Inc. (the “Fund”) is a
                                                                       mutual fund that provides investment vehicles for
                                                                       variable annuity contracts and variable life insurance
                                                                       policies and for certain tax-qualified investors.

                                                                       The Securities and Exchange Commission (the
                                                                       “Commission”) has not approved or disapproved
                                                                       these securities or passed upon the adequacy of this
                                                                       Prospectus. Any representation to the contrary is a
                                                                       criminal offense.

                                                                       Ticker Symbol: UEGIX
Table of Contents
Portfolio Summary
U.S. Real Estate Portfolio                1

Details of the Portfolio
U.S. Real Estate Portfolio                4

Additional Risk Factors and Information   6
Fund Management                           7
Shareholder Information                   8
Financial Highlights                      10
                                                                       Class I Prospectus


                                                                       Portfolio Summary




   Portfolio Summary
   U.S. Real Estate Portfolio
   Objective                                                         portion of such waivers and/or reimbursements when it
                                                                     deems that such action is appropriate. The expenses of the
   The Portfolio seeks to provide above average current              Acquired Funds are not taken into account when calculating
   income and long-term capital appreciation by investing            the fee waivers and/or expense reimbursements.
   primarily in equity securities of companies in the U.S.
   real estate industry, including real estate investment            Example
   trusts.                                                           This example is intended to help you compare the
                                                                     cost of investing in the Portfolio with the cost of
   Fees and Expenses of the Portfolio (Class I)                      investing in other mutual funds.
   The table below describes the fees and expenses that
   you may pay if you buy and hold the classes of shares             This example assumes that you invest $10,000 in the
   that may be offered by the Portfolio. The Portfolio               Portfolio for the time periods indicated and then
   does not charge any sales loads or other fees when you            redeem all of your shares at the end of those periods.
   purchase or redeem shares. The table and the example              The example assumes that your investment has a 5%
   below do not reflect the impact of any charges by                 return each year and that the Portfolio’s operating
   your insurance company. If they did, Total Annual                 expenses remain the same. Although your actual costs
   Portfolio Operating Expenses would be higher.                     may be higher or lower, based on these assumptions,
                                                                     your costs would be equal to the amounts reflected in
   Annual Portfolio Operating Expenses                               the table below.
   (expenses that you pay each year as a percentage of the
                                                                                           1 Year     3 Years    5 Years    10 Years
   value of your investment)
                                                                     U.S. Real Estate
   Advisory Fees                                           0.80%       Portfolio           $116         $362       $628       $1,386
   Distribution (12b-1) Fee                                 None
   Other Expenses*                                         0.35%     Portfolio Turnover
   Total Annual Portfolio Operating Expenses               1.15%
                                                                     The Portfolio pays transaction costs when it buys and
                                                                     sells securities (or “turns over” its portfolio). A higher
   Fee Waiver and/or Expense Reimbursement**               0.01%
                                                                     portfolio turnover rate may indicate higher trans-
   Total Annual Portfolio Operating Expenses                         action costs and may result in higher taxes when Port-
      After Fee Waiver and/or Expense
      Reimbursement                                          1.14%
                                                                     folio shares are held in a taxable account. These costs,
                                                                     which are not reflected in Total Annual Portfolio
 * The Portfolio may invest a portion of its assets in other
   investment companies (the “Acquired Funds”). The Portfolio’s      Operating Expenses or in the example, affect the
   shareholders indirectly bear a pro rata portion of the            Portfolio’s performance. During the most recent fiscal
   expenses of the Acquired Funds in which the Portfolio invests.    year, the Portfolio’s portfolio turnover rate was 36%
   The Portfolio estimates that these expenses constituted less
   than 0.01% of the Portfolio’s average net assets for the fiscal
                                                                     of the average value of its portfolio.
   year ended December 31, 2009. The Portfolio’s estimated
   indirect expense from investing in the Acquired Funds is          Principal Investment Strategies
   based upon the average allocation of the Portfolio’s              The Adviser seeks a combination of above average
   investments in the Acquired Funds and upon the actual total
   operating expenses of the Acquired Funds (including any
                                                                     current income and long-term capital appreciation by
   current waivers and expense limitations) for the fiscal year      investing primarily in equity securities of companies
   ended December 31, 2009. Actual Acquired Fund expenses            in the U.S. real estate industry, including real estate
   incurred by the Portfolio may vary with changes in the            investment trusts (“REITs”). The Portfolio focuses on
   allocation of Portfolio assets among the Acquired Funds and
   with other events that directly affect the expenses of the        REITs as well as real estate operating companies
   Acquired Funds.                                                   (“REOCs”) that invest in a variety of property types
** The Portfolio’s adviser, Morgan Stanley Investment                and regions.
   Management Inc. (the “Adviser”), has agreed to reduce its
   advisory fee and/or reimburse the Portfolio so that Total         Under normal circumstances, at least 80% of the
   Annual Portfolio Operating Expenses, excluding certain            Portfolio’s assets will be invested in equity securities
   investment related expenses (such as foreign country tax          of companies in the U.S. real estate industry. This
   expense and interest expense on amounts borrowed), will not
   exceed 1.10%. The fee waivers and/or expense
                                                                     policy may be changed without shareholder approval;
   reimbursements are expected to continue until such time as        however, you would be notified in writing of any
   the Fund’s Board of Directors acts to discontinue all or a        changes.

                                                                                                    UIF U.S. Real Estate Portfolio   1
                               U.S. Real Estate Portfolio (Cont’d)
                               Principal Risks                                              adverse consequences for the Portfolio, including
                               An investment in the Portfolio is subject to risks, and      significantly reducing return to the Portfolio on its
                               you could lose money on your investment in the               investment in the company.
                               Portfolio. There can be no assurance that the Portfo-
                               lio will achieve its investment objective. An invest-        • Non-Diversified Portfolio. The risks of investing in
                               ment in the Portfolio is not a deposit of any bank or        the Portfolio may be intensified because the Portfolio
                               other insured depository institution and is not insured      is non-diversified, which means that it may invest in
                               or guaranteed by the Federal Deposit Insurance               securities of a limited number of issuers. As a result,
                               Corporation or any other government agency.                  the performance of a particular investment or a small
                                                                                            group of investments may affect the Portfolio’s per-
                               The Portfolio’s principal investment strategies are          formance more than if the Portfolio were diversified
                               subject to the following principal risks:                    and a decline in the value of a particular instrument
                                                                                            would cause the Portfolio’s overall value to decline to
                               • Equity Securities. In general, prices of equity secu-
                                                                                            a greater degree.
                               rities are more volatile than those of fixed income
                               securities. The prices of equity securities will rise and    Performance Information
                               fall in response to a number of different factors,
                                                                                            The bar chart and table below provide some
                               including events that affect entire financial markets or
                                                                                            indication of the risks of investing in the Portfolio by
                               industries and events that affect particular issuers. To
                                                                                            showing changes in the performance of the Portfolio’s
                               the extent that the Portfolio invests in convertible
                               securities, and the convertible security’s investment        Class I shares year-by-year and by showing how the
                               value is greater than its conversion value, its price will   Portfolio’s Class I shares’ average annual returns for
                               be likely to increase when interest rates fall and           the past one, five and ten year periods compare with
                               decrease when interest rates rise. If the conversion         those of indices of similar securities over time. This
                               value exceeds the investment value, the price of the         performance information does not include the impact
                               convertible security will tend to fluctuate directly with    of any charges deducted by your insurance company.
                               the price of the underlying equity security.                 If it did, returns would be lower. How the Portfolio
                                                                                            has performed in the past does not necessarily
                               • Real Estate. Investing in real estate companies entails    indicate how the Portfolio will perform in the future.
                               the risks of the real estate business generally, includ-     Updated performance information is available on the
                               ing sensitivity to economic and business cycles,             Fund’s website at www.morganstanley.com/im.
                               changing demographic patterns and government
                               actions. In addition, at times the Portfolio’s market        Annual Total Return—Calendar Years (Class I)
                               sector, U.S. real estate securities, may under perform       Commenced operations on March 3, 1997
                               relative to other sectors or the overall market.             60%
                                                                                                                         37.51 36.39           38.04
                                                                                                  29.27                                                              28.36
                               • REITs and REOCs. Investing in REITs and REOCs               30                                        17.05
                                                                                                          9.84
                               exposes investors to the risks of owning real estate
                                                                                              0
                               directly, as well as to risks that relate specifically to                         –0.79

                               the way in which REITs and REOCs are organized               -30                                                        –17.07

                               and operated. Operating REITs requires specialized                                                                           –37.89
                                                                                            -60
                               management skills and the Portfolio indirectly bears                2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
                               REIT management expenses along with the direct
                                                                                                  High Quarter           07/09 - 09/09         30.30%
                               expenses of the Portfolio. Individual REITs may own
                                                                                                  Low Quarter            10/08 - 12/08         37.80%
                               a limited number of properties and may concentrate
                               in a particular region or property type. REITs also
                               must satisfy specific requirements of the Internal
                               Revenue Code of 1986, as amended, in order to qual-
                               ify for the tax-free pass through of income. The fail-
                               ure of a company to qualify as a REIT could have


2   UIF U.S. Real Estate Portfolio
                                                                        Class I Prospectus


                                                                        Portfolio Summary




   U.S. Real Estate Portfolio (Cont’d)
   Average Annual Total Return (Class I)                              The Portfolio offers its shares only to insurance
   (for the calendar periods ended December 31, 2009)                 companies for separate accounts that they establish to
                                U.S.            FTSE                  fund variable life insurance and variable annuity con-
                                Real         NAREIT                   tracts, and to other entities under qualified pension
                              Estate           Equity    S&P 500®
                            Portfolio   REITs Index*       Index**    and retirement plans. An insurance company pur-
   Past One Year            28.36%            27.99%       26.46%     chases or redeems shares of the Portfolio based on,
   Past Five Years           1.33%             0.36%        0.42%     among other things, the amount of net contract
   Past Ten Years           10.93%            10.63%        0.95%
                                                                      premiums or purchase payments allocated to a sepa-
                                                                      rate account investment division, transfers to or from
 * The FTSE NAREIT (National Association of Real Estate
   Investment Trusts) Equity REITs Index is a free float-adjusted
                                                                      a separate account investment division, contract loans
   market capitalization weighted index of tax qualified equity       and repayments, contract withdrawals and surrenders,
   REITs listed on the New York Stock Exchange, NYSE Amex             and benefit payments. The contract prospectus
   and the NASDAQ National Market List. An index is a                 describes how contract owners may allocate, transfer
   hypothetical measure of performance based on the ups and
   downs of securities that make up a particular market. The          and withdraw amounts to, and from, separate
   Index is unmanaged and its returns do not include any sales        accounts.
   charges or fees. Such costs would lower performance. It is
   not possible to invest directly in an index.                       For more information, please refer to the
** The Standard & Poor’s 500® Index (S&P 500®) measures the           “Shareholder Information—Purchasing and Selling
   performance of the large-cap segment of the U.S. equities
   market, covering approximately 75% of the U.S. equities
                                                                      Portfolio Shares” section of this Prospectus.
   market. The Index includes 500 leading companies in leading
   industries of the U.S. economy. An index is a hypothetical         Tax Information
   measure of performance based on the ups and downs of               Special tax rules apply to life insurance companies,
   securities that make up a particular market. The index is          variable annuity contracts and variable life insurance
   unmanaged and its returns do not include any sales charges
   or fees. Such costs would lower performance. It is not             contracts. For information on federal income taxation
   possible to invest directly in an index.                           of a life insurance company with respect to its receipt
                                                                      of distributions from the Portfolio and federal income
   Investment Adviser
                                                                      taxation of owners of variable annuity or variable life
   Adviser. Morgan Stanley Investment Management                      insurance contracts, refer to the contract prospectus.
   Inc.
   Portfolio Managers. The Real Estate team manages                   For more information, please refer to the
   the Portfolio. Information about the current member                “Shareholder Information—Taxes” section of the
   of the Real Estate team primarily responsible for the              Prospectus.
   day-to-day management of the Portfolio is shown
                                                                      Payments to Broker-Dealers and Other Financial
   below:
                                                                      Intermediaries
                                                       Date Began     If you purchase the Portfolio through a broker-dealer
                                                      Managing the
   Name                          Title with Adviser       Portfolio   or other financial intermediary (such as a bank or
   Theodore R. Bigman          Managing Director        March 1997    insurance company), which may be affiliated or
                                                                      unaffiliated with the Adviser, the Adviser and/or the
   Purchase and Sale of Portfolio Shares                              Portfolio’s distributor may pay (out of their own
   This Prospectus offers Class I shares of the U.S. Real             funds and not as an expense of the Portfolio) the
   Estate Portfolio. The Fund also offers Class II shares             intermediary for the sale of Portfolio shares and
   of the Portfolio through a separate Prospectus. Class              related services. These payments, which may be sig-
   II shares are subject to higher expenses due to the                nificant in amount, may create a conflict of interest
   imposition of a 12b-1 fee. For eligibility information,            by influencing the broker-dealer or other interme-
   contact your insurance company or qualified pension                diary and your salesperson to recommend the Portfo-
   or retirement plan.                                                lio over another investment. Ask your salesperson or
                                                                      visit your financial intermediary’s web site for more
   Fund shares will be sold at the net asset value                    information.
   (“NAV”) next determined after we receive your
   redemption request.

                                                                                               UIF U.S. Real Estate Portfolio   3
                               Details of the Portfolio
                               U.S. Real Estate Portfolio
                               Objective                                                  the United States, (ii) if alone or on a consolidated
                               The Portfolio seeks to provide above average current       basis it derives 50% or more of its annual revenues
                               income and long-term capital appreciation by investing     from either goods produced, sales made or services
                               primarily in equity securities of companies in the U.S.    performed in the United States or (iii) if it is
                               real estate industry, including real estate investment     organized or has a principal office in the United
                               trusts.                                                    States; and (2) a company is considered to be in the
                                                                                          real estate industry if it (i) derives at least 50% of its
                               Approach                                                   revenues or profits from the ownership, construction,
                               The Adviser seeks a combination of above average           management, financing or sale of residential,
                               current income and long-term capital appreciation by       commercial or industrial real estate, or (ii) has at least
                               investing primarily in equity securities of companies      50% of the fair market value of its assets invested in
                               in the U.S. real estate industry, including REITs. The     residential, commercial or industrial real estate.
                               Portfolio focuses on REITs as well as REOCs that
                               invest in a variety of property types and regions. The     Risks
                               Adviser’s approach emphasizes bottom-up stock              Investing in the Portfolio may be appropriate for you
                               selection with a top-down asset allocation.                if you are willing to accept the risks and uncertainties
                                                                                          of investing in the equity securities of U.S. real estate
                               Process                                                    companies. In general, prices of equity securities are
                               The Adviser actively manages the Portfolio using a         more volatile than those of fixed income securities.
                               combination of top-down and bottom-up method-              The prices of equity securities will rise and fall in
                               ologies. The top-down asset allocation is determined       response to a number of different factors. In partic-
                               by focusing on key regional criteria, which include        ular, prices of equity securities will respond to events
                               demographic and macroeconomic considerations (for          that affect entire financial markets or industries
                               example, population, employment, household for-            (changes in inflation or consumer demand, for exam-
                               mation and income). The Adviser employs a value-           ple) and to events that affect particular issuers (news
                               driven approach to bottom-up security selection,           about the success or failure of a new product, for
                               which emphasizes underlying asset values, values per       example). To the extent that the Portfolio invests in
                               square foot and property yields. In seeking an optimal     convertible securities, and the convertible security’s
                               matrix of regional and property market exposure, the       investment value is greater than its conversion value,
                               Adviser considers broad demographic and macro-             its price will be likely to increase when interest rates
                               economic factors as well as other criteria, such as        fall and decrease when interest rates rise. If the con-
                               space demand, new construction and rental patterns.        version value exceeds the investment value, the price
                               The Adviser generally considers selling a portfolio        of the convertible security will tend to fluctuate
                               holding when it determines that the holding is less        directly with the price of the underlying equity secu-
                               attractive based on a number of factors, including         rity.
                               changes in the holding’s share price, earnings pros-
                               pects relative to its peers and/or business prospects.     Investing in real estate companies entails the risks of
                                                                                          the real estate business generally, including sensitivity
                               Under normal circumstances, at least 80% of the            to economic and business cycles, changing demo-
                               Portfolio’s assets will be invested in equity securities   graphic patterns and government actions. In addition,
                               of companies in the U.S. real estate industry. This        at times the Portfolio’s market sector, U.S. real estate
                               policy may be changed without shareholder approval;        securities, may under perform relative to other sectors
                               however, you would be notified in writing of any           or the overall market.
                               changes.
                                                                                          Investing in REITs and REOCs exposes investors to
                               A company is considered to be in the U.S. real estate      the risks of owning real estate directly, as well as to
                               industry if it meets the following tests: (1) a company    risks that relate specifically to the way in which
                               is considered to be from the United States (i) if its      REITs and REOCs are organized and operated.
                               securities are traded on a recognized stock exchange in    REITs generally invest directly in real estate (equity
                                                                                          REITs), in mortgages (mortgage REITs) or in some


4   UIF U.S. Real Estate Portfolio
                                                           Class I Prospectus


                                                           Details of the Portfolio




U.S. Real Estate Portfolio (Cont’d)
combination of the two (hybrid REITs). REOCs are         which means that it may invest in securities of
entities that generally are engaged directly in real     a limited number of issuers. As a result, the
estate management or development activities. The         performance of a particular investment or a small
Portfolio will invest primarily in equity REITs. Oper-   group of investments may affect the Portfolio’s per-
ating REITs requires specialized management skills       formance more than if the Portfolio were diversified
and the Portfolio indirectly bears REIT management       and a decline in the value of a particular instrument
expenses along with the direct expenses of the Portfo-   would cause the Portfolio’s overall value to decline to
lio. Individual REITs may own a limited number of        a greater degree.
properties and may concentrate in a particular region
or property type. REITs also must satisfy specific       Please see “Additional Risk Factors and Information”
requirements of the Internal Revenue Code of 1986,       for further information about these and other risks of
as amended, in order to qualify for the tax-free pass    investing in the Portfolio.
through of income.

The risks of investing in the Portfolio may be
intensified because the Portfolio is non-diversified,




                                                                                      UIF U.S. Real Estate Portfolio   5
                                Additional Risk Factors and Information
This section discusses          Price Volatility                                             income with generally higher yields than those of
additional risk factors and     The value of your investment in the Portfolio is based       common stock of the same or similar issuers. Con-
information relating to the     on the market prices of the securities the Portfolio         vertible securities generally rank senior to common
Portfolio. The Portfolio’s      holds. These prices change daily due to economic and         stock in a corporation’s capital structure but are usu-
investment practices and        other events that affect markets generally, as well as       ally subordinated to comparable nonconvertible secu-
limitations are described in    those that affect particular regions or companies.           rities. Convertible securities generally do not
more detail in the Statement    These price movements, sometimes called volatility,          participate directly in any dividend increases or
of Additional Information       may be greater or less depending on the types of secu-       decreases of the underlying securities although the
(“SAI”), which is               rities the Portfolio owns and the markets in which the       market prices of convertible securities may be affected
incorporated by reference       securities trade. Over time, equity securities have          by any dividend changes or other changes in the
and legally is a part of this   generally shown gains superior to fixed income secu-         underlying securities.
Prospectus. For details on      rities, although they have tended to be more volatile
how to obtain a copy of the     in the short term. As a result of price volatility, there    Real Estate Investing
SAI and other reports and       is a risk that you may lose money by investing in the        The Portfolio invests in companies that are mainly in
information, see the back       Portfolio.                                                   the real estate industry. As a result, these companies
cover of this Prospectus.                                                                    (and, therefore, the Portfolio) will experience the risks
                                Equity Securities                                            of investing in real estate directly. Real estate is a
                                Equity securities include common stock, preferred            cyclical business, highly sensitive to general and local
                                stock, convertible securities, depositary receipts, rights   economic developments and characterized by intense
                                and warrants. The Portfolio may invest in equity             competition and periodic overbuilding. Real estate
                                securities that are publicly traded on securities            income and values may also be greatly affected by
                                exchanges or over the counter or in equity securities        demographic trends, such as population shifts or
                                that are not publicly traded. Securities that are not        changing tastes and values. Government actions, such
                                publicly traded may be more difficult to sell and their      as tax increases, zoning law changes or environmental
                                value may fluctuate more dramatically than other             regulations, may also have a major impact on real
                                securities. The prices of convertible securities are         estate. Changing interest rates and credit quality
                                affected by changes similar to those of equity and           requirements will also affect the cash flow of real
                                fixed income securities. The value of a convertible          estate companies and their ability to meet capital
                                security tends to decline as interest rates rise and,        needs.
                                because of the conversion feature, tends to vary with
                                                                                             Temporary Defensive Investments
                                fluctuations in the market value of the underlying
                                equity security.                                             When the Adviser believes that changes in economic,
                                                                                             financial or political conditions warrant, the Portfolio
                                                                                             may invest without limit in certain short- and
                                A convertible security is a bond, debenture, note,
                                                                                             medium-term fixed income securities that may be
                                preferred stock, right, warrant or other security that
                                                                                             inconsistent with the Portfolio’s principal investment
                                may be converted into or exchanged for a prescribed
                                                                                             strategies for temporary defensive purposes. If the
                                amount of common stock or other security of the
                                                                                             Adviser incorrectly predicts the effects of these
                                same or a different issuer or into cash within a partic-
                                                                                             changes, such defensive investments may adversely
                                ular period of time at a specified price or formula. A
                                                                                             affect the Portfolio’s performance. The Portfolio may
                                convertible security generally entitles the holder to
                                                                                             not achieve its investment objective.
                                receive interest paid or accrued on debt securities or
                                the dividend paid on preferred stock until the con-
                                vertible security matures or is redeemed, converted or
                                exchanged. Before conversion, convertible securities
                                generally have characteristics similar to both debt and
                                equity securities. The value of convertible securities
                                tends to decline as interest rates rise and, because of
                                the conversion feature, tends to vary with fluctuations
                                in the market value of the underlying securities.
                                Convertible securities ordinarily provide a stream of

6   UIF U.S. Real Estate Portfolio
                                                              Class I Prospectus


                                                              Fund Management




Fund Management
Investment Adviser                                          A discussion regarding the Board of Directors’ appro-
The Investment Adviser is Morgan Stanley Invest-            val of the investment advisory agreement is available
ment Management Inc. The Adviser, with principal            in the Fund’s semi-annual report to shareholders for
offices at 522 Fifth Avenue, New York, New York             the period ended June 30, 2009.
10036, conducts a worldwide portfolio management
business, and provides a broad range of portfolio           The Adviser and/or the Distributor may pay compen-
management services to customers in the United              sation (out of their own funds and not as an expense
States and abroad. Morgan Stanley is the direct             of the Portfolio) to certain affiliated or unaffiliated
parent of the Adviser and the indirect parent of            brokers, dealers and/or certain insurance companies
Morgan Stanley Distribution, Inc., the Fund’s               or other financial intermediaries or service providers
distributor (the “Distributor”). Morgan Stanley is a        in connection with the sale, distribution, marketing
preeminent global financial services firm engaged in        and/or retention of shares of the Portfolio and/or
securities trading and brokerage activities, as well as     shareholder servicing. Such compensation may be
providing investment banking, research and analysis,        significant in amount and the prospect of receiving
financing and financial advisory services. As of            any such compensation may provide such affiliated or
December 31, 2009, the Adviser, together with its           unaffiliated entities with an incentive to favor sales of
affiliated asset management companies, had approx-          the Portfolio’s shares over other investment options.
imately $395.3 billion in assets under management or        Any such payments will not change the net asset value
supervision.                                                or the price of the Portfolio’s shares. For more
                                                            information, please see the Fund’s SAI.
Advisory Fee
The Adviser is entitled to receive an advisory fee at an    Portfolio Management
annual percentage of the Portfolio’s average daily net      The Portfolio’s assets are managed by members of the
assets as set forth in the table below:                     Real Estate team. The team consists of a portfolio
                                                            manager and analysts. Theodore R. Bigman is the
Assets                                                Fee
                                                            member of the team primarily responsible for the day-
First $500 million                                 0.80%
                                                            to-day management of the Portfolio. Mr. Bigman has
From $500 million to $1 billion                    0.75%
                                                            been associated with the Adviser in an investment
More than $1 billion                               0.70%    management capacity since 1995.
However, the Adviser has agreed to reduce its advi-         The Portfolio is managed by Mr. Bigman, who is
sory fee and/or reimburse the Portfolio so that total       supported by a team of six research analysts. Togeth-
annual operating expenses of the Portfolio will not         er, Mr. Bigman and the team determine investment
exceed 1.10% of its average daily net assets. For           strategy, establish asset-allocation frameworks and
purposes of determining the amount of the advisory          direct the implementation of investment strategy.
fee waiver and/or reimbursement, if any, the annual
operating expenses of the Portfolio exclude certain         The Fund’s SAI provides additional information
investment related expenses such as foreign country         about the portfolio manager’s compensation struc-
tax expense and interest expense on amounts bor-            ture, other accounts managed by the portfolio
rowed. As a result, the expense ratio, including these      manager and the portfolio manager’s ownership of
expenses, after fee waivers and/or reimbursements           securities in the Portfolio.
may be higher than 1.10%. The fee waivers and/or
expense reimbursements are expected to continue             The composition of the team may change from time
until such time as the Fund’s Board of Directors acts       to time.
to discontinue such waivers and/or reimbursements
when it deems that such action is appropriate.

For the fiscal year ended December 31, 2009, the
Adviser received a fee for advisory services (net of fee
waivers and/or expense reimbursements) equal to
0.79% of the Portfolio’s average daily net assets.

                                                                                      UIF U.S. Real Estate Portfolio   7
                               Shareholder Information
                               Share Class                                                About Net Asset Value
                               This Prospectus offers Class I shares of the U.S. Real     The NAV per share of the Portfolio is determined by
                               Estate Portfolio. The Fund also offers Class II shares     dividing the total of the value of the Portfolio’s
                               of the Portfolio through a separate prospectus.            investments and other assets, less any liabilities, by the
                               Class II shares are subject to higher expenses due to      total number of outstanding shares of the Portfolio.
                               the imposition of a 12b-1 fee. For eligibility             In making this calculation, the Portfolio generally
                               information, contact your insurance company or             values securities at market price. If market prices are
                               qualified pension or retirement plan.                      unavailable or may be unreliable because of events
                                                                                          occurring after the close of trading, the value for those
                               Purchasing and Selling Portfolio Shares                    securities will be determined in good faith at fair value
                               Shares are offered on each day that the New York           using methods approved by the Board of Directors.
                               Stock Exchange (the “NYSE”) is open for business.
                                                                                          Fair value pricing involves subjective judgments and it
                               The Portfolio offers its shares only to insurance compa-   is possible that the fair value determined for a security
                               nies for separate accounts that they establish to fund     is materially different than the value that could be
                               variable life insurance and variable annuity contracts,    realized upon the sale of that security. The Portfolio
                               and to other entities under qualified pension and          may hold portfolio securities that are listed on foreign
                               retirement plans. An insurance company purchases or        exchanges. These securities may trade on weekends or
                               redeems shares of the Portfolio based on, among other      other days when the Portfolio does not calculate its
                               things, the amount of net contract premiums or pur-        NAV. As a result, the value of these investments may
                               chase payments allocated to a separate account             change on days when you cannot purchase or sell
                               investment division, transfers to or from a separate       shares. To the extent the Portfolio invests in open-end
                               account investment division, contract loans and            management companies that are registered under the
                               repayments, contract withdrawals and surrenders, and       Investment Company Act of 1940, as amended, the
                               benefit payments. The contract prospectus describes        Portfolio’s NAV is calculated based upon the NAV of
                               how contract owners may allocate, transfer and with-       such funds. The prospectuses for such funds explain
                               draw amounts to, and from, separate accounts.              the circumstances under which they will use fair value
                               There are no known disadvantages to variable product       pricing and its effects.
                               contract owners or qualified plan participants arising
                               out of the fact that the Portfolio offers its shares to    The NAV of Class I shares will differ from that of
                               separate accounts of various insurance companies that      other classes because of class-specific expenses that
                               offer variable annuity and variable life insurance         each class may pay.
                               products and various other entities under qualified
                               pension and retirement plans. Nevertheless, the Board      Dividends and Distributions
                               of Directors that oversees the Portfolio intends to        The Portfolio distributes its net investment income, if
                               monitor events to identify any material irreconcilable     any, at least annually as dividends and makes dis-
                               conflicts that may possibly arise due to these             tributions of its net realized capital gains, if any, at
                               arrangements and to determine what action, if any,         least annually.
                               should be taken in response.
                                                                                          Taxes
                               Pricing of Portfolio Shares                                The Portfolio expects that it will not have to pay
                               The price per share will be the NAV per share next         federal income taxes if it distributes annually all of its
                               determined after the Fund or the insurance company         net investment income and net realized capital gains.
                               receives your purchase or redemption order. The            The Portfolio does not expect to be subject to federal
                               NAV for one share is the value of that share’s portion     excise taxes with respect to undistributed income.
                               of all of the net assets in the Portfolio. The Fund
                               determines the NAV per share for the Portfolio as of       Special tax rules apply to life insurance companies,
                               the close of the NYSE (normally 4:00 p.m. Eastern          variable annuity contracts and variable life insurance
                               Time) on each day that the Portfolio is open for           contracts. For information on federal income taxation
                               business.                                                  of a life insurance company with respect to its receipt

8   UIF U.S. Real Estate Portfolio
                                                             Class I Prospectus


                                                             Shareholder Information




Shareholder Information (Cont’d)
of distributions from the Portfolio and federal income     on an ongoing basis. Therefore, to some extent, the
taxation of owners of variable annuity or variable life    Portfolio relies on the insurance companies and quali-
insurance contracts, refer to the contract prospectus.     fied plans to monitor frequent short-term trading by
                                                           contract owners. However, the Portfolio has entered
Because each investor’s tax circumstances are unique       into agreements with insurance companies and quali-
and the tax laws may change, you should consult your       fied plans whereby the insurance companies and
tax advisor about the federal, state and local tax con-    qualified plans are required to provide certain con-
sequences applicable to your investment.                   tract owner identification and transaction information
                                                           upon the Portfolio’s request. The Portfolio may use
Frequent Purchases and Redemptions of Shares               this information to help identify and prevent market-
Frequent purchases and redemptions of shares pur-          timing activity in the Portfolio. There can be no
suant to the instructions of insurance company con-        assurance that the Portfolio will be able to identify or
tract owners or qualified plan participants is referred    prevent all market-timing activity.
to as “market-timing” or “short-term trading” and
may present risks for other contract owners or partic-     If the Portfolio identifies suspected market-timing
ipants with long-term interests in the Portfolio, which    activity, the insurance company or qualified plan will
may include, among other things, dilution in the           be contacted and asked to take steps to prevent fur-
value of the Portfolio’s shares indirectly held by con-    ther market-timing activity (e.g., sending warning
tract owners or participants with long-term interests      letters or blocking frequent trading by underlying
in the Portfolio, interference with the efficient man-     contract owners or participants). Insurance companies
agement of the Portfolio, increased brokerage and          may be prohibited by the terms of the underlying
administrative costs and forcing the Portfolio to hold     insurance contract from restricting short-term trading
excess levels of cash.                                     of mutual fund shares by contract owners, thereby
                                                           limiting the ability of such insurance company to
Investments in other types of securities also may be       implement remedial steps to prevent market-timing
susceptible to short-term trading strategies. These        activity in the Portfolio. If the insurance company or
investments include securities that are, among other       qualified plan is unwilling or unable to take remedial
things, thinly traded, traded infrequently or relatively   steps to discourage or prevent frequent trading, or
illiquid, which have the risk that the current market      does not take action promptly, certain contract own-
price for the securities may not accurately reflect cur-   ers or participants may be able to engage in frequent
rent market values. A contract owner may seek to           trading to the detriment of contract owners or partic-
engage in short-term trading to take advantage of          ipants with long-term interests in the Portfolio. If the
these pricing differences (referred to as “price-          insurance company or qualified plan refuses to take
arbitrage”). The Portfolio’s policies with respect to      remedial action, or takes action that the Portfolio
valuing portfolio securities are described above in        deems insufficient, a determination will be made
“About Net Asset Value.”                                   whether it is appropriate to terminate the relationship
                                                           with such insurance company or qualified plan.
The Fund’s Board of Directors has adopted policies
and procedures to discourage frequent purchases and        Portfolio Holdings Information
redemptions of Portfolio shares by Portfolio share-        A description of the Fund’s policies and procedures
holders. Insurance companies or qualified plans gen-       with respect to the disclosure of the Portfolio’s secu-
erally do not provide specific contract owner or plan      rities is available in the Fund’s SAI.
participant transaction instructions to the Portfolio




                                                                                       UIF U.S. Real Estate Portfolio   9
                               Financial Highlights
                               The financial highlights table is intended to help you              it did, returns would be lower. The information has
                               understand the financial performance of the Portfo-                 been audited by Ernst & Young LLP an independent
                               lio’s Class I shares for the past five fiscal years. Certain        registered public accounting firm. Ernst & Young
                               information reflects financial results for a single Port-           LLP’s unqualified report appears in the Portfolio’s
                               folio share. The total returns in the table represent the           Annual Report to Shareholders and is incorporated by
                               rate that an investor would have earned (or lost) on                reference in the SAI. The Annual Report and the
                               an investment in the Portfolio (assuming reinvest-                  Portfolio’s financial statements, as well as the SAI, are
                               ment of all dividends and distributions). In addition,              available at no cost from the Portfolio at the toll free
                               this performance information does not include the                   number noted on the back cover to this Prospectus or
                               impact of any charges by your insurance company. If                 from your insurance company.

                                                                                                                   Year Ended December 31,
                                                                                                   2009         2008          2007           2006            2005


                               Selected Per Share Data and Ratios

                               Net Asset Value, Beginning of Period                               $8.20       $22.05       $29.37          $23.09         $20.49

                               Income (Loss) From Investment Operations

                               Net Investment Income#                                              0.17          0.31          0.32           0.36           0.36
                               Net Realized and Unrealized Gain (Loss)                             2.04         (5.87)        (4.90)          8.02           3.08
                               Total From Investment Operations                                    2.21         (5.56)        (4.58)          8.38           3.44

                               Distributions from and/or in Excess of:

                               Net Investment Income                                               (0.26)       (0.69)       (0.31)          (0.30)         (0.26)
                               Net Realized Gain                                                       –        (7.60)       (2.43)          (1.80)         (0.58)
                               Total Distributions                                                 (0.26)       (8.29)       (2.74)          (2.10)         (0.84)
                               Net Asset Value, End of Period                                    $10.15        $8.20       $22.05          $29.37         $23.09
                               Total Return±                                                      28.36%       (37.89)%     (17.07)%        38.04%          17.05%

                               Ratios and Supplemental Data:

                               Net Assets, End of Period (Thousands)                          $244,866 $396,921 $761,902 $1,408,168 $1,072,408
                               Ratio of Expenses to Average Net Assets(1)                         1.13%+   1.07%+   1.04%+     1.01%      1.03%
                               Ratio of Expenses to Average Net Assets Excluding
                                 Investment Related Expenses                                       1.10%+        1.05%+       1.02%+          1.01%          1.03%
                               Ratio of Net Investment Income to Average Net Assets                2.25%+        2.01%+       1.14%+          1.40%          1.72%
                               Ratio of Rebate from Morgan Stanley Affiliates to Average
                                 Net Assets                                                        0.00%§        0.00%§       0.00%§           N/A            N/A
                               Portfolio Turnover Rate                                               36%           35%          41%             25%            26%

                                 Supplemental Information on the Ratios to Average Net Assets:
                               (1)

                               Ratios Before Expenses Waived and/or Reimbursed by
                                 Adviser:
                                 Expenses to Average Net Assets                           1.14%+                  N/A          N/A             N/A            N/A
                                 Net Investment Income to Average Net Assets              2.24%+                  N/A          N/A             N/A            N/A

                             # Per share amount is based on average shares outstanding.
                             ± Calculated based on the net asset value as of the last business day of the period. Performance does not reflect fees and
                               expenses imposed by your insurance company’s separate account. If performance information included the effect of these
                               additional charges, the total return would be lower.
                             + Reflects rebate of certain Portfolio expenses in connection with the investments in Morgan Stanley Institutional Liquidity Funds —
                               Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its
                               net assets were affected by less than 0.005%.
                             § Amount is less than 0.005%.

10   UIF U.S. Real Estate Portfolio
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Where to Find Additional Information
Statement of Additional Information                       You may obtain the SAI and shareholder reports
In addition to this Prospectus, the Fund has a SAI,       without charge by contacting the Fund at the toll-free
dated April 30, 2010, which contains additional,          number above or your insurance company or on our
more detailed information about the Fund and the          web site at www.morganstanley.com/im.
Portfolio. The SAI is incorporated by reference into
this Prospectus and, therefore, legally forms a part of   Information about the Fund, including the SAI, and
this Prospectus.                                          the annual and semi-annual reports, may be obtained
                                                          from the Commission in any of the following ways:
Shareholder Reports                                       (1) In person: you may review and copy documents in
The Fund publishes annual and semi-annual reports         the Commission’s Public Reference Room in
containing financial statements. These reports contain    Washington, D.C. (for information on the operation
additional information about the Portfolio’s invest-      of the Public Reference Room, call 1-202-551-8090);
ments. In the Fund’s shareholder reports, you will        (2) On-line: you may retrieve information from the
find a discussion of the market conditions and the        EDGAR Database on the Commission’s web site at
investment strategies that significantly affected         http://www.sec.gov; or (3) By mail: you may request
the Portfolio’s performance during that period.           documents, upon payment of a duplicating fee, by
                                                          writing to the Securities and Exchange Commission,
For additional Fund information, including                Public Reference Section, Washington, D.C.
information regarding the investments comprising the      20549-0102. You may also obtain this information,
Portfolio, and to make shareholder inquiries, please      upon payment of a duplicating fee, by e-mailing the
call 1-800-281-2715 or contact your insurance             Commission at the following address:
company.                                                  publicinfo@sec.gov. To aid you in obtaining this
                                                          information, the Fund’s Investment Company Act
                                                          registration number is 811-7607.

								
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