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					                                                                           Class I Prospectus

                                                                           April 29, 2011




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: UUSRX
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                                                      may be higher or lower, based on these assumptions,
 The Portfolio seeks to provide above average current income    your costs would be:
 and long-term capital appreciation by investing primarily
 in equity securities of companies in the U.S. real estate                            1 Year   3 Years   5 Years    10 Years
 industry, including real estate investment trusts.             U.S. Real Estate
                                                                  Portfolio            $113      $353      $612      $1,352
 Fees and Expenses of the Portfolio (Class I)
                                                                Portfolio Turnover
 The table below describes the fees and expenses that           The Portfolio pays transaction costs when it buys and
 you may pay if you buy and hold the classes of shares          sells securities (or “turns over” its portfolio). A higher
 that may be offered by the Portfolio. The Portfolio            portfolio turnover rate may indicate higher transaction
 does not charge any sales loads or other fees when you         costs and may result in higher taxes when Portfolio
 purchase or redeem shares. The table and the example           shares are held in a taxable account. These costs, which
 below do not reflect the impact of any charges by your         are not reflected in Total Annual Portfolio Operating
 insurance company. If they did, Total Annual Portfolio         Expenses or in the example, affect the Portfolio’s per-
 Operating Expenses would be higher.                            formance. During the most recent fiscal year, the
                                                                Portfolio’s portfolio turnover rate was 22% of the aver-
 Annual Portfolio Operating Expenses                            age value of its portfolio.
 (expenses that you pay each year as a percentage of the
 value of your investment)
                                                                Principal Investment Strategies
 Advisory Fees                                         0.80%    The Adviser seeks a combination of above average cur-
 Distribution (12b-1) Fee                               None    rent income and long-term capital appreciation by
 Other Expenses                                        0.32%    investing primarily in equity securities of companies in
 Total Annual Portfolio Operating Expenses             1.12%
                                                                the U.S. real estate industry, including real estate
                                                                investment trusts (“REITs”). The Portfolio focuses on
 Fee Waiver and/or Expense Reimbursement*              0.01%
                                                                REITs as well as real estate operating companies
 Total Annual Portfolio Operating Expenses                      (“REOCs”) that invest in a variety of property types
   After Fee Waiver and/or Expense                              and regions. The Portfolio’s equity investments may
   Reimbursement                                       1.11%
                                                                include convertible securities.
* The Portfolio’s adviser, Morgan Stanley Investment
  Management Inc. (the “Adviser”), has agreed to reduce its     Under normal circumstances, at least 80% of the
  advisory fee and/or reimburse the Portfolio so that Total     Portfolio’s assets will be invested in equity securities of
  Annual Portfolio Operating Expenses, excluding certain        companies in the U.S. real estate industry. This policy
  investment related expenses (such as foreign country tax
  expense and interest expense on amounts borrowed), will not   may be changed without shareholder approval; howev-
  exceed 1.10%. The fee waivers and/or expense                  er, you would be notified in writing of any changes.
  reimbursements are expected to continue for one year or
  until such time as the Fund’s Board of Directors acts to      Principal Risks
  discontinue all or a portion of such waivers and/or
  reimbursements when it deems that such action is              An investment in the Portfolio is subject to risks, and
  appropriate.                                                  you could lose money on your investment in the
                                                                Portfolio. There can be no assurance that the Portfolio
 Example                                                        will achieve its investment objective. An investment in
 This example is intended to help you compare the cost          the Portfolio is not a deposit of any bank or other
 of investing in the Portfolio with the cost of investing       insured depository institution and is not insured or
 in other mutual funds.                                         guaranteed by the Federal Deposit Insurance
                                                                Corporation or any other government agency.
 This example assumes that you invest $10,000 in the
 Portfolio for the time periods indicated and then              The Portfolio’s principal investment strategies are sub-
 redeem all of your shares at the end of those periods.         ject to the following principal risks:
 The example assumes that your investment has a 5%
 return each year and that the Portfolio’s operating            • Equity Securities. In general, prices of equity securi-
 expenses remain the same. Although your actual costs           ties are more volatile than those of fixed income



                                                                                           UIF U.S. Real Estate Portfolio   1
                                U.S. Real Estate Portfolio                         (Cont’d)

                                securities. The prices of equity securities will rise and          showing changes in the performance of the Portfolio’s
                                fall in response to a number of different factors,                 Class I shares year-by-year and by showing how the
                                including events that affect entire financial markets              Portfolio’s Class I shares’ average annual returns for the
                                or industries and events that affect particular issuers.           past one, five and ten year periods compare with a
                                To the extent that the Portfolio invests in convertible            broad measure of market performance, as well as a
                                securities, and the convertible security’s investment              comparative sector index, over time. This performance
                                value is greater than its conversion value, its price              information does not include the impact of any
                                will be likely to increase when interest rates fall and            charges deducted by your insurance company. If it
                                decrease when interest rates rise. If the conversion               did, returns would be lower. How the Portfolio has
                                value exceeds the investment value, the price of the               performed in the past does not necessarily indicate
                                convertible security will tend to fluctuate directly               how the Portfolio will perform in the future.
                                with the price of the underlying equity security.
                                                                                                   Annual Total Return—Calendar Years (Class I)
                                • Real Estate. Investing in real estate companies entails          Commenced operations on March 3, 1997
                                the risks of the real estate business generally, including
                                sensitivity to economic and business cycles, changing              60%
                                demographic patterns and government actions. In
                                                                                                      60




                                                                                                                           37.51   36.39           38.04
                                                                                                    40                                                                       28.36    29.96
                                addition, at times the Portfolio’s market sector, U.S.              20      9.84
                                                                                                                                           17.05

                                real estate securities, may under perform relative to                0
                                                                                                                   -0.79
                                other sectors or the overall market.                                -20                                                    -17.07
                                                                                                    -40                                                             -37.89
                                • REITs and REOCs. Investing in REITs and REOCs                     -60
                                exposes investors to the risks of owning real estate
                                                                                                      -60




                                                                                                            2001   2002    2003    2004    2005    2006    2007     2008     2009     2010

                                directly, as well as to risks that relate specifically to the               High
                                way in which REITs and REOCs are organized and                              Quarter           07/09 - 09/09        30.30%
                                operated. Operating REITs requires specialized man-                         Low Quarter       10/08 - 12/08 – 37.80%
                                agement skills and the Portfolio indirectly bears REIT
                                management expenses along with the direct expenses of              Average Annual Total Return (Class I)
                                the Portfolio. Individual REITs may own a limited                  (for the calendar periods ended December 31, 2010)
                                number of properties and may concentrate in a partic-
                                                                                                                                          U.S.                FTSE
                                ular region or property type. REITs also must satisfy                                                     Real             NAREIT
                                specific requirements of the Internal Revenue Code of                                                   Estate               Equity            S&P 500®
                                1986, as amended, in order to qualify for the tax-free                                                Portfolio       REITs Index*              Index**
                                pass through of income. The failure of a company to                Past One Year                       29.96%                 27.96%                 15.06%
                                qualify as a REIT could have adverse consequences for              Past Five Years                      3.47%                  3.04%                  2.29%
                                the Portfolio, including significantly reducing return to          Past Ten Years                      10.99%                 10.77%                  1.42%
                                the Portfolio on its investment in the company.                  * The FTSE NAREIT (National Association of Real Estate
                                                                                                   Investment Trusts) Equity REITs Index is a free float-adjusted
                                • Non-Diversified Portfolio. The risks of investing in             market capitalization weighted index of tax qualified equity
                                                                                                   REITs listed on the New York Stock Exchange, NYSE Amex
                                the Portfolio may be intensified because the Portfolio is          and the NASDAQ National Market List. Effective
                                non-diversified, which means that it may invest in                 December 20, 2010, the FTSE NAREIT Equity REITs Index will
                                securities of a limited number of issuers. As a result,            not include “Timber REITs.” An index is a hypothetical
                                the performance of a particular investment or a small              measure of performance based on the ups and downs of
                                group of investments may affect the Portfolio’s per-               securities that make up a particular market. It is not possible
                                                                                                   to invest directly in an index.
                                formance more than if the Portfolio were diversified
                                and a decline in the value of a particular instrument           ** The Standard & Poor’s 500® Index (S&P 500®) measures the
                                would cause the Portfolio’s overall value to decline to a          performance of the large-cap segment of the U.S. equities
                                greater degree.                                                    market, covering approximately 75% of the U.S. equities
                                                                                                   market. The Index includes 500 leading companies in
                                                                                                   leading industries of the U.S. economy. An index is a
                                Performance Information                                            hypothetical measure of performance based on the ups and
                                The bar chart and table below provide some indica-                 downs of securities that make up a particular market. It is not
                                tion of the risks of investing in the Portfolio by                 possible to invest directly in an index.



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

                                                               Portfolio Summary




U.S. Real Estate Portfolio                      (Cont’d)
Investment Adviser                                           contract withdrawals and surrenders, and benefit
Adviser. Morgan Stanley Investment Management Inc.           payments. The contract prospectus describes how con-
                                                             tract owners may allocate, transfer and withdraw
Portfolio Managers. The Real Estate team manages the         amounts to, and from, separate accounts.
Portfolio. Information about the member primarily
responsible for the day-to-day management of the             For more information, please refer to the “Shareholder
Portfolio is shown below:                                    Information—Purchasing and Selling Portfolio Shares”
                                                             section of this Prospectus.
                                              Date Began
                                             Managing the
Name                    Title with Adviser       Portfolio   Tax Information
Theodore R. Bigman     Managing Director     March 1997      Special tax rules apply to life insurance companies,
                                                             variable annuity contracts and variable life insurance
Purchase and Sale of Portfolio Shares                        contracts. For information on federal income taxation
This Prospectus offers Class I shares of the U.S. Real       of a life insurance company with respect to its receipt
Estate Portfolio. The Fund also offers Class II shares of    of distributions from the Portfolio and federal income
the Portfolio through a separate prospectus. Class II        taxation of owners of variable annuity or variable life
shares are subject to higher expenses due to the imposi-     insurance contracts, refer to the contract prospectus.
tion of a 12b-1 fee. For eligibility information, contact
your insurance company or qualified pension or retire-       For more information, please refer to the “Shareholder
ment plan.                                                   Information—Taxes” section of this Prospectus.

Fund shares will be sold at the net asset value (“NAV”)      Payments to Broker-Dealers and Other Financial
next determined after we receive your redemption             Intermediaries
request.                                                     If you purchase the Portfolio through a broker-dealer
                                                             or other financial intermediary (such as a bank or
The Portfolio offers its shares only to insurance compa-     insurance company), the Adviser and/or the Portfolio’s
nies for separate accounts that they establish to fund       distributor may pay the intermediary for the sale of
variable life insurance and variable annuity contracts,      Portfolio shares and related services. These payments,
and to other entities under qualified pension and            which may be significant in amount, may create a con-
retirement plans. An insurance company purchases or          flict of interest by influencing the broker-dealer or
redeems shares of the Portfolio based on, among other        other intermediary and your salesperson to recommend
things, the amount of net contract premiums or pur-          the Portfolio over another investment. Ask your sales-
chase payments allocated to a separate account invest-       person or visit your financial intermediary’s web site for
ment division, transfers to or from a separate account       more information.
investment division, contract loans and repayments,




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


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

                                                             Details of the Portfolio




U.S. Real Estate Portfolio                     (Cont’d)

along with the direct expenses of the Portfolio.           number of issuers. As a result, the performance of a
Individual REITs may own a limited number of prop-         particular investment or a small group of investments
erties and may concentrate in a particular region or       may affect the Portfolio’s performance more than if
property type. REITs also must satisfy specific require-   the Portfolio were diversified and a decline in the
ments of the Internal Revenue Code of 1986, as             value of a particular instrument would cause the
amended, in order to qualify for the tax-free pass         Portfolio’s overall value to decline to a greater degree.
through of income.
                                                           Please see “Additional Risk Factors and Information”
The risks of investing in the Portfolio may be intensi-    for further information about these and other risks of
fied because the Portfolio is non-diversified, which       investing in the Portfolio.
means that it may invest in securities of a limited




                                                                                        UIF U.S. Real Estate Portfolio   5
                                                                                                 Class I Prospectus

                                                                                                 Risk Factors and Information




                                Additional Risk Factors and Information
This section discusses          Price Volatility                                               Real Estate Investing
additional risk factors and     The value of your investment in the Portfolio is based         The Portfolio invests in companies that are mainly in
information relating to the     on the market prices of the securities the Portfolio           the real estate industry. As a result, these companies
Portfolio. The Portfolio’s      holds. These prices change daily due to economic and           (and, therefore, the Portfolio) will experience the risks
investment practices and        other events that affect markets generally, as well as         of investing in real estate directly. Real estate is a cycli-
limitations are described in    those that affect particular regions or companies. These       cal business, highly sensitive to general and local eco-
more detail in the Statement    price movements, sometimes called volatility, may be           nomic developments and characterized by intense
of Additional Information       greater or less depending on the types of securities the       competition and periodic overbuilding. Real estate
(“SAI”), which is               Portfolio owns and the markets in which the securities         income and values may also be greatly affected by
incorporated by reference
                                trade. Over time, equity securities have generally             demographic trends, such as population shifts or
and legally is a part of this
                                shown gains superior to fixed income securities,               changing tastes and values. Government actions, such
                                although they have tended to be more volatile in the           as tax increases, zoning law changes or environmental
Prospectus. For details on
                                short term. As a result of price volatility, there is a risk   regulations, may also have a major impact on real
how to obtain a copy of the
                                that you may lose money by investing in the Portfolio.         estate. Changing interest rates and credit quality
SAI and other reports and
                                                                                               requirements will also affect the cash flow of real estate
information, see the back
                                Equity Securities                                              companies and their ability to meet capital needs.
cover of this Prospectus.
                                Equity securities include common stock, preferred
                                stock, convertible securities, depositary receipts, rights     Temporary Defensive Investments
                                and warrants. The Portfolio may invest in equity secu-         When the Adviser believes that changes in economic,
                                rities that are publicly traded on securities exchanges or     financial or political conditions warrant, the Portfolio
                                over the counter or in equity securities that are not          may invest without limit in certain short- and medium-
                                publicly traded. Securities that are not publicly traded       term fixed income securities that may be inconsistent
                                may be more difficult to sell and their value may fluc-        with the Portfolio’s principal investment strategies for
                                tuate more dramatically than other securities. The             temporary defensive purposes. If the Adviser incorrect-
                                prices of convertible securities are affected by changes       ly predicts the effects of these changes, such defensive
                                similar to those of equity and fixed income securities.        investments may adversely affect the Portfolio’s per-
                                The value of a convertible security tends to decline as        formance. The Portfolio may not achieve its invest-
                                interest rates rise and, because of the conversion fea-        ment objective.
                                ture, tends to vary with fluctuations in the market
                                value of the underlying equity security.




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

                                                              Fund Management




Fund Management
Investment Adviser                                          connection with the sale, distribution, marketing
The Investment Adviser is Morgan Stanley Investment         and/or retention of shares of the Portfolio and/or
Management Inc. The Adviser, with principal offices at      shareholder servicing. Such compensation may be sig-
522 Fifth Avenue, New York, New York 10036, con-            nificant in amount and the prospect of receiving any
ducts a worldwide portfolio management business, and        such compensation may provide such affiliated or
provides a broad range of portfolio management servic-      unaffiliated entities with an incentive to favor sales of
es to customers in the United States and abroad.            the Portfolio’s shares over other investment options.
Morgan Stanley is the direct parent of the Adviser and      Any such payments will not change the net asset value
the indirect parent of Morgan Stanley Distribution,         or the price of the Portfolio’s shares. For more informa-
Inc., the Fund’s distributor (the “Distributor”).           tion, please see the Fund’s SAI.
Morgan Stanley is a preeminent global financial servic-
es firm engaged in securities trading and brokerage         Portfolio Management
activities, as well as providing investment banking,        The Portfolio’s assets are managed by members of the
research and analysis, financing and financial advisory     Real Estate team. The team consists of a portfolio man-
services. As of December 31, 2010, the Adviser,             ager and analysts. Theodore R. Bigman is the member
together with its affiliated asset management compa-        of the team primarily responsible for the day-to-day
nies, had approximately $272.2 billion in assets under      management of the Portfolio. Mr. Bigman has been
management or supervision.                                  associated with the Adviser in an investment manage-
                                                            ment capacity since 1995.
Advisory Fee
For the fiscal year ended December 31, 2010, the            The Portfolio is managed by Mr. Bigman, who is sup-
Adviser received a fee for advisory services (net of fee    ported by a team of six research analysts. Together,
waivers and/or expense reimbursements) equal to             Mr. Bigman and the team determine investment strate-
0.78% of the Portfolio’s average daily net assets.          gy, establish asset-allocation frameworks and direct the
                                                            implementation of investment strategy.
A discussion regarding the Board of Directors’ approval
of the investment advisory agreement is available in the    The Fund’s SAI provides additional information about
Fund’s semi-annual report to shareholders for the peri-     the portfolio manager’s compensation structure, other
od ended June 30, 2010.                                     accounts managed by the portfolio manager and the
                                                            portfolio manager’s ownership of securities in the
The Adviser and/or the Distributor may pay compen-          Portfolio.
sation (out of their own funds and not as an expense of
the Portfolio) to certain affiliated or unaffiliated bro-   The composition of the team may change from time to
kers, dealers and/or certain insurance companies or         time.
other financial intermediaries or service providers in




                                                                                      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 of      dividing the total of the value of the Portfolio’s invest-
                                the Portfolio through a separate prospectus. Class II          ments and other assets, less any liabilities, by the total
                                shares are subject to higher expenses due to the imposi-       number of outstanding shares of the Portfolio. In mak-
                                tion of a 12b-1 fee. For eligibility information, contact      ing this calculation, the Portfolio generally values secu-
                                your insurance company or qualified pension or retire-         rities at market price. If market prices are unavailable
                                ment plan.                                                     or may be unreliable because of events occurring after
                                                                                               the close of trading, the value for those securities will
                                Purchasing and Selling Portfolio Shares                        be determined in good faith at fair value using meth-
                                Shares are offered on each day that the New York               ods 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 real-
                                variable life insurance and variable annuity contracts,        ized upon the sale of that security. The Portfolio may
                                and to other entities under qualified pension and              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 invest-         change on days when you cannot purchase or sell
                                ment division, transfers to or from a separate account         shares. To the extent the Portfolio invests in open-end
                                investment division, contract loans and repayments,            management companies that are registered under the
                                contract withdrawals and surrenders, and benefit pay-          Investment Company Act of 1940, as amended, the
                                ments. The contract prospectus describes how contract          Portfolio’s NAV is calculated based upon the NAV of
                                owners may allocate, transfer and withdraw amounts             such funds. The prospectuses for such funds explain
                                to, and from, separate accounts.                               the circumstances under which they will use fair value
                                                                                               pricing and its effects.
                                There are no known disadvantages to variable product
                                contract owners or qualified plan participants arising         The NAV of Class I shares will differ from that of
                                out of the fact that the Portfolio offers its shares to sep-   Class II shares because of class-specific expenses that
                                arate accounts of various insurance companies that             each class may pay.
                                offer variable annuity and variable life insurance prod-
                                ucts and various other entities under qualified pension        Dividends and Distributions
                                and retirement plans. Nevertheless, the Board of               The Portfolio distributes its net investment income, if
                                Directors that oversees the Portfolio intends to monitor       any, at least annually as dividends and makes distribu-
                                events to identify any material irreconcilable conflicts       tions of its net realized capital gains, if any, at least
                                that may possibly arise due to these arrangements and          annually.
                                to determine what action, if any, should be taken in
                                response.                                                      Taxes
                                                                                               The Portfolio expects that it will not have to pay feder-
                                Pricing of Portfolio Shares                                    al income taxes if it distributes annually all of its net
                                The price per share will be the NAV per share next             investment income and net realized capital gains. The
                                determined after the Fund or the insurance company             Portfolio does not expect to be subject to federal excise
                                receives your purchase or redemption order. The NAV            taxes with respect to undistributed income.
                                for one share is the value of that share’s portion of all
                                of the net assets in the Portfolio. The Fund determines        Special tax rules apply to life insurance companies,
                                the NAV per share for the Portfolio as of the close of         variable annuity contracts and variable life insurance
                                the NYSE (normally 4:00 p.m. Eastern Time) on each             contracts. For information on federal income taxation
                                day that the Portfolio is open for business.                   of a life insurance company with respect to its receipt
                                                                                               of distributions from the Portfolio and federal income
                                                                                               taxation of owners of variable annuity or variable life
                                                                                               insurance contracts, refer to the contract prospectus.

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

                                                               Shareholder Information




Shareholder Information                       (Cont’d)

Because each investor’s tax circumstances are unique         contract owners. However, the Portfolio has entered
and the tax laws may change, you should consult your         into agreements with insurance companies and quali-
tax advisor about the federal, state and local tax conse-    fied plans whereby the insurance companies and quali-
quences applicable to your investment.                       fied plans are required to provide certain contract
                                                             owner identification and transaction information
Frequent Purchases and Redemptions of Shares                 upon the Portfolio’s request. The Portfolio may use
Frequent purchases and redemptions of shares pur-            this information to help identify and prevent market-
suant to the instructions of insurance company con-          timing activity in the Portfolio. There can be no assur-
tract owners or qualified plan participants is referred      ance that the Portfolio will be able to identify or pre-
to as “market-timing” or “short-term trading” and may        vent all market-timing activity.
present risks for other contract owners or participants
with long-term interests in the Portfolio, which may         If the Portfolio identifies suspected market-timing
include, among other things, dilution in the value of        activity, the insurance company or qualified plan will
the Portfolio’s shares indirectly held by contract owners    be contacted and asked to take steps to prevent further
or participants with long-term interests in the Portfolio,   market-timing activity (e.g., sending warning letters or
interference with the efficient management of the            blocking frequent trading by underlying contract own-
Portfolio, increased brokerage and administrative costs      ers or participants). Insurance companies may be pro-
and forcing the Portfolio to hold excess levels of cash.     hibited by the terms of the underlying insurance con-
                                                             tract from restricting short-term trading of mutual
Investments in other types of securities also may be sus-    fund shares by contract owners, thereby limiting the
ceptible to short-term trading strategies. These invest-     ability of such insurance company to implement reme-
ments include securities that are, among other things,       dial steps to prevent market-timing activity in the
thinly traded, traded infrequently or relatively illiquid,   Portfolio. If the insurance company or qualified plan is
which have the risk that the current market price for        unwilling or unable to take remedial steps to discour-
the securities may not accurately reflect current market     age or prevent frequent trading, or does not take action
values. A contract owner may seek to engage in short-        promptly, certain contract owners or participants may
term trading to take advantage of these pricing differ-      be able to engage in frequent trading to the detriment
ences (referred to as “price-arbitrage”). The Portfolio’s    of contract owners or participants with long-term
policies with respect to valuing portfolio securities are    interests in the Portfolio. If the insurance company or
described above in “About Net Asset Value.”                  qualified plan refuses to take remedial action, or takes
                                                             action that the Portfolio deems insufficient, a determi-
The Fund’s Board of Directors has adopted policies           nation will be made whether it is appropriate to termi-
and procedures to discourage frequent purchases and          nate the relationship with such insurance company or
redemptions of Portfolio shares by Portfolio share-          qualified plan.
holders. Insurance companies or qualified plans gener-
ally do not provide specific contract owner or plan          Portfolio Holdings Information
participant transaction instructions to the Portfolio on     A description of the Fund’s policies and procedures
an ongoing basis. Therefore, to some extent, the             with respect to the disclosure of the Portfolio’s securi-
Portfolio relies on the insurance companies and quali-       ties is available in the Fund’s SAI.
fied plans to monitor frequent short-term trading by




                                                                                         UIF U.S. Real Estate Portfolio   9
                                                                                                        Class I Prospectus

                                                                                                        Financial Highlights




                                Financial Highlights
                                The financial highlights table is intended to help you               average net assets decrease over the Portfolio’s next fis-
                                understand the financial performance of the Portfolio’s              cal year, such expense ratios can be expected to
                                Class I shares for the past five fiscal years. Certain               increase, potentially significantly, because certain fixed
                                information reflects financial results for a single                  costs will be spread over a smaller amount of assets.
                                Portfolio share. The total returns in the table represent            The information has been audited by Ernst & Young
                                the rate that an investor would have earned (or lost) on             LLP an independent registered public accounting firm.
                                an investment in the Portfolio (assuming reinvestment                Ernst & Young LLP’s unqualified report appears in the
                                of all dividends and distributions). In addition, this               Portfolio’s Annual Report to Shareholders and is incor-
                                performance information does not include the impact                  porated by reference in the SAI. The Annual Report
                                of any charges by your insurance company. If it did,                 and the Portfolio’s financial statements, as well as the
                                returns would be lower. The ratio of expenses to aver-               SAI, are available at no cost from the Portfolio at the
                                age net assets listed in the table below are based on the            toll free number noted on the back cover to this
                                average net assets of the Portfolio for each of the peri-            Prospectus or from your insurance company.
                                ods listed in the table. To the extent that the Portfolio’s

                                                                                                                     Year Ended December 31,
                                Selected Per Share Data and Ratios                                    2010          2009          2008          2007           2006

                                Net Asset Value, Beginning of Period                                $10.15         $8.20       $22.05        $29.37          $23.09

                                Income (Loss) from Investment Operations:
                                Net Investment Income†                                                0.14          0.17          0.31          0.32            0.36
                                Net Realized and Unrealized Gain (Loss)                               2.87          2.04         (5.87)        (4.90)           8.02
                                Total from Investment Operations                                      3.01          2.21         (5.56)        (4.58)           8.38
                                Distributions from and/or in Excess of:
                                Net Investment Income                                                 (0.25)        (0.26)        (0.69)        (0.31)         (0.30)
                                Net Realized Gain                                                         –             –         (7.60)        (2.43)         (1.80)
                                Total Distributions                                                   (0.25)        (0.26)        (8.29)        (2.74)         (2.10)
                                Net Asset Value, End of Period                                      $12.91        $10.15         $8.20       $22.05          $29.37
                                Total Return++                                                       29.96%        28.36%       (37.89)%      (17.07)%        38.04%
                                Ratios and Supplemental Data:
                                Net Assets, End of Period (Thousands)                            $288,516 $244,866 $396,921 $761,902 $1,408,168
                                Ratio of Expenses to Average Net Assets(1)                           1.11%+†† 1.13%+   1.07%+   1.04%+     1.01%
                                Ratio of Expenses to Average Net Assets Excluding
                                  Non-Operating Expenses                                              1.10%+††      1.10%+        1.05%+        1.02%+          1.01%
                                Ratio of Net Investment Income to Average Net Assets                  1.20%+††      2.25%+        2.01%+        1.14%+          1.40%
                                Ratio of Rebate from Morgan Stanley Affiliates to
                                  Average Net Assets                                                  0.00%††§      0.00%§        0.00%§        0.00%§           N/A
                                Portfolio Turnover Rate                                                 22%           36%           35%           41%             25%
                                (1)
                                  Supplemental Information on the Ratios to Average Net Assets:
                                Ratios Before Expense Limitation:
                                  Expenses to Average Net Assets                          1.12%+††                  1.14%+         N/A           N/A             N/A
                                  Net Investment Income to Average Net Assets             1.19%+††                  2.24%+         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.
                             + The Ratios of Expenses and Net Investment Income reflect the rebate of certain Portfolio expenses in connection with the
                               investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as
                               “Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets.”
                            †† Reflects overall Portfolio ratios for investment income and non-class specific expenses.
                             § Amount is less than 0.005%.




10   UIF U.S. Real Estate Portfolio
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Where to Find Additional Information
Statement of Additional Information                           Information about the Fund, including the SAI, and
In addition to this Prospectus, the Fund has a SAI,           the annual and semi-annual reports, may be obtained
dated April 29, 2011, which contains additional, more         from the Commission in any of the following ways:
detailed information about the Fund and the Portfolio.        (1) In person: you may review and copy documents in
The SAI is incorporated by reference into this                the Commission’s Public Reference Room in
Prospectus and, therefore, legally forms a part of this       Washington, D.C. (for information on the operation
Prospectus.                                                   of the Public Reference Room, call 1-202-551-8090);
                                                              (2) On-line: you may retrieve information from the
Shareholder Reports                                           EDGAR Database on the Commission’s web site at
The Fund publishes annual and semi-annual reports             http://www.sec.gov; or (3) By mail: you may request
containing financial statements. These reports contain        documents, upon payment of a duplicating fee, by
additional information about the Portfolio’s invest-          writing to the Securities and Exchange Commission,
ments. In the Fund’s shareholder reports, you will find       Public Reference Section, Washington, D.C.
a discussion of the market conditions and the invest-         20549-1520. You may also obtain this information,
ment strategies that significantly affected the Portfolio’s   upon payment of a duplicating fee, by e-mailing the
performance during that period.                               Commission at the following address:
                                                              publicinfo@sec.gov. To aid you in obtaining this infor-
For additional Fund information, including informa-           mation, the Fund’s Investment Company Act registra-
tion regarding the investments comprising the                 tion number is 811-7607.
Portfolio, and to make shareholder inquiries, please call
1-800-281-2715 or contact your insurance company.

You may obtain the SAI and shareholder reports with-
out charge by contacting the Fund at the toll-free
number above or your insurance company or on our
web site at www.morganstanley.com/im.

				
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Description: Proof of Funds Real Estate document sample