UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-07607
The Universal Institutional Funds, Inc.
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York					10036
(Address of principal executive offices)					(Zip code)
John H. Gernon 522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrant’s telephone number, including area code:				212-296-0289
Date of fiscal year end:	December 31,
Date of reporting period:		June 30, 2015

Item 1 - Report to Shareholders

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Core Plus Fixed Income Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		15
Statement of Operations		16
Statements of Changes in Net Assets		17
Financial Highlights		18
Notes to Financial Statements		20
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Core Plus Fixed Income Portfolio

As a shareholder of the Core Plus Fixed Income Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Core Plus Fixed Income Portfolio Class I	$	1,000.00	$	995.30	$	1,021.42	$	3.36	$	3.41		0.68	%
Core Plus Fixed Income Portfolio Class II		1,000.00		994.40		1,020.18		4.60		4.66		0.93

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's contractual management fee was higher than its peer group average, the actual management fee was lower than its peer group average and the total expense ratio was higher but close to its peer group average. After discussion, the Board concluded that the Portfolio's (i) performance was competitive with its peer group average; and (ii) management fee and total expense ratio were competitive with its peer group averages.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Fixed Income Securities (98.4%)
Agency Adjustable Rate Mortgage (0.2%)
Federal National Mortgage Association, Conventional Pool:
2.38%, 5/1/35	$	410	$	437
Agency Fixed Rate Mortgages (20.2%)
Federal Home Loan Mortgage Corporation, Gold Pools:
4.00%, 12/1/41		502		532
6.00%, 8/1/37 - 5/1/38		176		198
6.50%, 9/1/32		29		33
7.50%, 5/1/35		75		92
8.00%, 8/1/32		49		62
8.50%, 8/1/31		59		73
July TBA: 3.00%, 7/1/45 (a)		2,490		2,475
3.50%, 7/1/45 (a)		11,619		11,953
4.00%, 7/1/45 (a)		2,437		2,577
Federal National Mortgage Association, Conventional Pools:
3.00%, 5/1/30 - 6/1/40		1,168		1,191
3.50%, 4/1/29		727		768
4.00%, 11/1/41 - 7/1/43		2,375		2,527
4.50%, 8/1/40 - 7/1/41		920		996
5.00%, 7/1/40		301		332
6.00%, 12/1/38		670		763
6.50%, 11/1/27 - 10/1/38		76		88
7.00%, 6/1/29 - 2/1/33		51		53
7.50%, 8/1/37		136		165
8.00%, 4/1/33		101		125
8.50%, 10/1/32		95		121
9.50%, 4/1/30		23		28
July TBA: 3.00%, 7/1/30 (a)		522		541
3.50%, 7/1/30 (a)		103		109
4.50%, 7/1/45 (a)		3,077		3,327
Government National Mortgage Association, July TBA:
3.50%, 7/20/45 (a)		1,996		2,072
4.00%, 7/20/45 (a)		5,400		5,723
4.50%, 7/20/45 (a)		2,340		2,524
Various Pools: 3.50%, 12/15/43		729		761
8.00%, 6/15/26		1		1
9.00%, 1/15/25		2		2
				40,212
Asset-Backed Securities (4.5%)
CAM Mortgage LLC 3.50%, 7/15/64 (b)		828		828
Citigroup Mortgage Loan Trust, Inc. 5.53%, 11/25/34		147		157
CVS Pass-Through Trust, 6.04%, 12/10/28		272		310
8.35%, 7/10/31 (b)		174		232

	Face Amount (000)		Value (000)
Invitation Homes Trust 4.93%, 8/17/32 (b)(c)	$	945	$	959
Nationstar HECM Loan Trust, 3.84%, 5/25/18 (b)		578		578
7.50%, 11/25/17 (b)		739		743
Rmat Depositor LLC 4.83%, 6/25/35		1,014		1,015
Silver Bay Realty Trust 3.74%, 9/17/31 (b)(c)		700		700
Skopos Auto Receivables Trust 3.10%, 12/15/23 (b)		272		272
Specialty Underwriting & Residential Finance Trust 0.73%, 5/25/35 (c)		64		55
U-Haul S Fleet LLC 4.90%, 10/25/23 (b)		422		439
VOLT NPL X LLC 4.75%, 10/26/54 (b)		493		486
VOLT XIX LLC 5.00%, 4/25/55 (b)		300		301
VOLT XXII LLC 4.25%, 2/25/55 (b)		300		297
VOLT XXX LLC 4.75%, 10/25/57 (b)		400		400
VOLT XXXI LLC 4.50%, 2/25/55 (b)		400		394
VOLT XXXIII LLC 4.25%, 3/25/55 (b)		700		690
				8,856
Collateralized Mortgage Obligations — Agency Collateral Series (2.8%)
Federal Home Loan Mortgage Corporation, IO 0.81%, 1/25/21 (c)		6,021		161
IO REMIC 5.81%, 11/15/43 - 6/15/44 (c)		4,914		918
5.86%, 4/15/39 (c)		1,661		264
IO STRIPS 7.50%, 12/1/29		8		2
Federal National Mortgage Association, IO 6.20%, 9/25/20 (c)		3,554		781
IO REMIC 6.00%, 5/25/33 - 7/25/33		316		72
IO STRIPS 6.50%, 12/25/29 (c)		8		1
7.00%, 11/25/19 (c)		4		1
8.00%, 4/25/24		5		1
8.00%, 6/25/35 (c)		38		9
9.00%, 11/25/26		2		1
REMIC 7.00%, 9/25/32		65		75
9.23%, 10/25/41 (c)(d)		82		81
Government National Mortgage Association, IO 0.83%, 8/20/58 (c)		7,898		228
3.50%, 5/20/43		1,792		384

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Collateralized Mortgage Obligations — Agency Collateral Series (cont'd)
5.00%, 2/16/41	$	243	$	52
5.87%, 11/16/40 (c)		1,986		388
5.92%, 7/16/33 (c)		3,956		382
5.96%, 6/20/43 (c)		1,726		296
6.04%, 3/20/43 (c)		2,137		390
6.31%, 5/20/40 (c)		2,531		492
IO PAC 5.96%, 10/20/41 (c)		3,916		552
				5,531
Commercial Mortgage-Backed Securities (6.8%)
Citigroup Commercial Mortgage Trust 3.13%, 9/15/17 (b)(c)		800		751
COMM Mortgage Trust, 4.91%, 12/10/23 (b)(c)		985		944
5.07%, 4/10/47 (b)(c)		797		753
5.22%, 8/10/46 (b)(c)		740		725
IO 0.35%, 7/10/45 (c)		12,798		162
1.18%, 10/10/47 (c)		4,261		243
1.45%, 7/15/47 (c)		3,911		291
Commercial Mortgage Trust 5.48%, 3/10/39		400		418
Credit Suisse Mortgage Trust 4.34%, 3/15/17 (b)(c)		200		200
GS Mortgage Securities Trust, 4.93%, 8/10/46 (b)(c)		500		481
IO 1.03%, 9/10/47 (c)		5,386		304
HILT Mortgage Trust 3.94%, 7/15/29 (b)(c)		600		597
JP Morgan Chase Commercial Mortgage Securities Trust, 4.72%, 7/15/47 (b)(c)		1,030		949
5.46%, 12/12/43		600		617
IO 0.73%, 4/15/46 (c)		6,000		233
1.32%, 7/15/47 (c)		9,708		614
JPMBB Commercial Mortgage Securities Trust, 4.83%, 4/15/47 (b)(c)		704		648
IO 1.28%, 8/15/47 (c)		4,229		318
LB-UBS Commercial Mortgage Trust 6.46%, 9/15/45 (c)		500		530
Wells Fargo Commercial Mortgage Trust 3.94%, 8/15/50 (b)		870		769
WF-RBS Commercial Mortgage Trust, 3.43%, 6/15/45		677		707
3.80%, 11/15/47 (b)		925		778
3.99%, 5/15/47 (b)		526		464
4.28%, 5/15/45 (b)(c)		385		358
5.15%, 9/15/46 (b)(c)		735		723
				13,577

	Face Amount (000)		Value (000)
Corporate Bonds (34.2%)
Finance (13.1%)
Abbey National Treasury Services PLC 3.05%, 8/23/18	$	370	$	383
ABN Amro Bank N.V. 4.25%, 2/2/17 (b)		475		497
ACE INA Holdings, Inc. 3.35%, 5/15/24		350		351
Aegon N.V. 4.63%, 12/1/15		500		508
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust 3.75%, 5/15/19 (b)		360		357
Alexandria Real Estate Equities, Inc. 4.60%, 4/1/22		275		290
Ally Financial, Inc., 3.25%, 2/13/18		10		10
4.13%, 3/30/20		475		475
American Campus Communities Operating Partnership LP 3.75%, 4/15/23		200		197
American International Group, Inc., 4.88%, 6/1/22		275		302
6.40%, 12/15/20		98		117
American Realty Capital Properties, Inc. 3.00%, 8/1/18		500		468
Banco de Credito del Peru 6.13%, 4/24/27 (b)(c)(e)		300		321
Bank of America Corp., 6.11%, 1/29/37		100		112
MTN 4.00%, 1/22/25		960		937
4.20%, 8/26/24		125		125
5.00%, 1/21/44		200		208
Bank of New York Mellon Corp. (The) 3.65%, 2/4/24		350		360
Barclays Bank PLC 3.75%, 5/15/24 (e)		450		452
BNP Paribas SA, 4.25%, 10/15/24 (e)		200		197
5.00%, 1/15/21		150		166
Boston Properties LP 3.80%, 2/1/24		145		147
BPCE SA 5.15%, 7/21/24 (b)		550		560
Brookfield Asset Management, Inc. 5.80%, 4/25/17		135		145
Capital One Bank, USA NA 3.38%, 2/15/23		510		496
Capital One Financial Corp. 2.45%, 4/24/19		125		125
Citigroup, Inc., 4.05%, 7/30/22 (e)		265		272
5.50%, 9/13/25		550		596
6.68%, 9/13/43		100		121
CNOOC Finance 2013 Ltd. 3.00%, 5/9/23		420		399

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Finance (cont'd)
Commonwealth Bank of Australia 5.00%, 3/19/20 (b)	$	250	$	279
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, 3.88%, 2/8/22		25		26
3.95%, 11/9/22		625		626
Credit Agricole SA, 3.88%, 4/15/24 (b)(e)		500		505
7.88%, 1/23/24 (b)(c)(f)		200		206
Credit Suisse 6.00%, 2/15/18		5		5
Credit Suisse AG 6.50%, 8/8/23 (b)		350		384
DBS Group Holdings Ltd. 2.25%, 7/16/19 (b)		500		501
Discover Bank 7.00%, 4/15/20		320		373
Discover Financial Services 3.95%, 11/6/24		275		268
Five Corners Funding Trust 4.42%, 11/15/23 (b)		275		285
General Electric Capital Corp., 5.30%, 2/11/21		340		383
MTN 5.88%, 1/14/38		130		156
Series G 6.00%, 8/7/19		375		429
Genworth Holdings, Inc. 7.20%, 2/15/21		200		210
Goldman Sachs Group, Inc. (The), 6.75%, 10/1/37		435		512
MTN 4.80%, 7/8/44		175		173
Goodman Funding Pty Ltd. 6.38%, 4/15/21 (b)		425		489
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20		365		410
HBOS PLC, Series G 6.75%, 5/21/18 (b)		565		628
Healthcare Trust of America Holdings LP 3.70%, 4/15/23		325		314
HSBC Finance Corp. 6.68%, 1/15/21		225		261
HSBC Holdings PLC, 4.25%, 3/14/24		550		556
6.38%, 9/17/24 (c)(f)		200		201
HSBC USA, Inc. 3.50%, 6/23/24 (e)		250		252
ING Bank N.V. 5.80%, 9/25/23 (b)		320		350
ING Groep N.V. 6.00%, 4/16/20 (c)(e)(f)		200		198
Intesa Sanpaolo SpA 5.25%, 1/12/24		300		319

	Face Amount (000)		Value (000)
Jefferies Finance LLC/JFIN Co-Issuer Corp. 7.38%, 4/1/20 (b)	$	495	$	489
JPMorgan Chase & Co., 3.13%, 1/23/25		650		621
3.20%, 1/25/23		285		280
4.13%, 12/15/26		300		296
4.63%, 5/10/21		65		70
Liberty Mutual Group, Inc. 4.85%, 8/1/44 (b)		125		121
Lloyds Bank PLC 6.50%, 9/14/20 (b)		370		427
Macquarie Bank Ltd. 6.63%, 4/7/21 (b)		260		298
Nationwide Building Society 6.25%, 2/25/20 (b)		545		636
PNC Financial Services Group, Inc. (The) 3.90%, 4/29/24		190		192
Principal Financial Group, Inc. 1.85%, 11/15/17		450		453
Prudential Financial, Inc., MTN 6.63%, 12/1/37		165		200
QBE Capital Funding III Ltd. 7.25%, 5/24/41 (b)(c)		325		361
Realty Income Corp. 3.25%, 10/15/22		350		340
Standard Chartered PLC 3.95%, 1/11/23 (b)		235		230
Swedbank AB 2.38%, 2/27/19 (b)		270		272
TD Ameritrade Holding Corp. 3.63%, 4/1/25		475		483
UnitedHealth Group, Inc., 1.40%, 10/15/17		20		20
2.88%, 3/15/23		750		723
Wells Fargo & Co., 4.13%, 8/15/23		170		177
5.61%, 1/15/44		250		275
Series M 3.45%, 2/13/23		245		244
				26,201
Industrials (20.0%)
21st Century Fox America, Inc. 4.75%, 9/15/44		500		491
ABB Treasury Center USA, Inc. 2.50%, 6/15/16 (b)		580		588
AbbVie, Inc. 3.60%, 5/14/25		300		297
Actavis Funding SCS, 3.80%, 3/15/25		95		94
4.75%, 3/15/45		215		206
ADT Corp. (The) 3.50%, 7/15/22		475		432
Albea Beauty Holdings SA 8.38%, 11/1/19 (b)		400		430

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Industrials (cont'd)
Altria Group, Inc., 2.85%, 8/9/22	$	25	$	24
5.38%, 1/31/44		260		276
Amazon.com, Inc. 3.80%, 12/5/24 (e)		475		478
Amgen, Inc. 5.15%, 11/15/41		174		179
Anadarko Petroleum Corp. 6.45%, 9/15/36		225		260
Anglo American Capital PLC 3.63%, 5/14/20 (b)(e)		600		601
Anheuser-Busch InBev Finance, Inc. 3.70%, 2/1/24		425		435
Apple, Inc., 2.40%, 5/3/23		265		254
4.45%, 5/6/44		250		250
AT&T, Inc., 4.75%, 5/15/46		25		23
5.55%, 8/15/41		525		540
6.30%, 1/15/38		80		89
Baidu, Inc. 2.75%, 6/9/19		450		451
Barrick Gold Corp. 4.10%, 5/1/23		235		229
BAT International Finance PLC 3.50%, 6/15/22 (b)		225		227
Baxalta, Inc. 4.00%, 6/23/25 (b)		600		597
Bayer US Finance LLC 3.38%, 10/8/24 (b)		200		199
BHP Billiton Finance USA Ltd. 5.00%, 9/30/43		150		156
Bombardier, Inc. 6.13%, 1/15/23 (b)		404		361
BP Capital Markets PLC, 3.25%, 5/6/22		425		426
3.51%, 3/17/25		375		370
Cardinal Health, Inc. 3.75%, 9/15/25 (e)		500		499
Caterpillar, Inc. 3.80%, 8/15/42		275		254
CBS Corp. 4.60%, 1/15/45		175		157
Cequel Communications Holdings I LLC/ Cequel Capital Corp. 6.38%, 9/15/20 (b)		100		100
CEVA Group PLC 7.00%, 3/1/21 (b)		335		325
Citrix Systems, Inc. 0.50%, 4/15/19		400		425
CNH Industrial Capital LLC 3.25%, 2/1/17		278		278
Coca-Cola Co. 3.20%, 11/1/23		350		354
Comcast Corp. 4.60%, 8/15/45		210		209

	Face Amount (000)		Value (000)
Continental Airlines Pass-Thru Certificates 6.13%, 4/29/18	$	150	$	156
Crown Castle International Corp. 5.25%, 1/15/23		5		5
CSC Holdings LLC 5.25%, 6/1/24 (e)		405		391
Daimler Finance North America LLC 2.25%, 7/31/19 (b)		465		464
DCP Midstream LLC 5.35%, 3/15/20 (b)		225		232
DCP Midstream Operating LP 3.88%, 3/15/23		300		278
Denbury Resources, Inc. 5.50%, 5/1/22		156		140
Devon Energy Corp. 4.75%, 5/15/42		100		96
DirecTV Holdings LLC/DIRECTV Financing Co., Inc. 5.15%, 3/15/42		50		47
Eldorado Gold Corp. 6.13%, 12/15/20 (b)		295		294
EnLink Midstream Partners LP 5.60%, 4/1/44 (e)		200		195
Ensco PLC 5.75%, 10/1/44 (e)		200		179
Experian Finance PLC 2.38%, 6/15/17 (b)		495		498
Family Tree Escrow LLC 5.75%, 3/1/23 (b)		325		341
Ford Motor Credit Co., LLC 5.00%, 5/15/18		400		430
Freeport-McMoRan, Inc. 3.88%, 3/15/23		150		136
General Motors Financial Co., Inc., 4.00%, 1/15/25		225		221
4.38%, 9/25/21		375		390
Gilead Sciences, Inc. 4.80%, 4/1/44		200		206
GlaxoSmithKline Capital, Inc. 6.38%, 5/15/38		125		158
Glencore Funding LLC 4.13%, 5/30/23 (b)		370		359
Goldcorp, Inc. 3.70%, 3/15/23 (e)		436		420
Harley-Davidson Funding Corp. 6.80%, 6/15/18 (b)		290		331
HCA, Inc. 4.75%, 5/1/23		340		345
Heathrow Funding Ltd. 4.88%, 7/15/21 (b)		435		477
Hilcorp Energy I LP/Hilcorp Finance Co. 5.75%, 10/1/25 (b)		290		280
Home Depot, Inc. 5.88%, 12/16/36		350		422
Illumina, Inc. 0.00%, 6/15/19 (e)		332		390

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Industrials (cont'd)
Intel Corp., 2.70%, 12/15/22 (e)	$	300	$	294
2.95%, 12/15/35 (Convertible)		313		377
International Business Machines Corp. 1.88%, 5/15/19		450		450
Kinder Morgan, Inc., 4.30%, 6/1/25		275		266
5.55%, 6/1/45		425		394
5.63%, 11/15/23 (b)		250		266
Kraft Foods Group, Inc. 5.38%, 2/10/20		26		29
Liberty Media Corp. 1.38%, 10/15/23 (e)		345		329
Lundin Mining Corp. 7.50%, 11/1/20 (b)		314		339
LVMH Moet Hennessy Louis Vuitton SE 1.63%, 6/29/17 (b)		75		76
LyondellBasell Industries N.V. 4.63%, 2/26/55		300		265
Mallinckrodt International Finance SA/ Mallinckrodt CB LLC 5.50%, 4/15/25 (b)		150		146
MasTec, Inc. 4.88%, 3/15/23 (e)		465		427
McDonald's Corp., MTN 4.60%, 5/26/45		300		294
Medtronic, Inc., 3.63%, 3/15/24		340		349
4.63%, 3/15/45 (b)		200		203
Merck & Co., Inc. 2.80%, 5/18/23		300		295
Motorola Solutions, Inc. 4.00%, 9/1/24		275		267
NBC Universal Media LLC, 2.88%, 1/15/23		175		170
5.95%, 4/1/41		150		176
NBC Universal Enterprise, Inc. 1.97%, 4/15/19 (b)		100		99
NetApp, Inc. 2.00%, 12/15/17		150		151
Netflix, Inc. 5.50%, 2/15/22 (b)		480		498
Noble Energy, Inc., 3.90%, 11/15/24 (e)		225		222
5.05%, 11/15/44		200		192
NOVA Chemicals Corp. 5.25%, 8/1/23 (b)		415		423
Novartis Capital Corp. 4.40%, 5/6/44		225		233
Nuance Communications, Inc. 2.75%, 11/1/31 (e)		253		257
NVIDIA Corp. 1.00%, 12/1/18		350		403
Omnicom Group, Inc. 3.65%, 11/1/24		215		212

	Face Amount (000)		Value (000)
ON Semiconductor Corp., Series B 2.63%, 12/15/26	$	227	$	282
Ooredoo International Finance Ltd. 3.25%, 2/21/23 (b)		350		338
Orange SA 9.00%, 3/1/31		15		21
PepsiCo, Inc. 3.60%, 3/1/24		425		438
Philip Morris International, Inc. 2.50%, 8/22/22		365		352
Phillips 66 Partners LP 4.68%, 2/15/45		150		133
Quest Diagnostics, Inc. 2.70%, 4/1/19 (e)		900		908
QVC, Inc. 4.38%, 3/15/23		325		320
Resort at Summerlin LP, Series B 13.00%, 12/15/07 (g)(h)(i)(j)(k)		299		—
Rivers Pittsburgh Borrower LP/Rivers Pittsburgh Finance Corp. 9.50%, 6/15/19 (b)		96		101
Rowan Cos., Inc. 5.85%, 1/15/44		150		127
SanDisk Corp. 0.50%, 10/15/20 (e)		600		585
Schlumberger Norge AS 1.25%, 8/1/17 (b)		225		225
Shell International Finance BV 3.25%, 5/11/25		400		397
Siemens Financieringsmaatschappij N.V. 3.25%, 5/27/25 (b)		450		442
SK Telecom Co., Ltd. 2.13%, 5/1/18 (b)		200		202
Spectra Energy Capital LLC 3.30%, 3/15/23		450		413
Spectrum Brands, Inc. 5.75%, 7/15/25 (b)		100		102
Target Corp. 4.00%, 7/1/42		150		142
Telstra Corp., Ltd. 3.13%, 4/7/25 (b)		240		235
Tiffany & Co. 4.90%, 10/1/44		75		72
Time Warner Cable, Inc. 4.50%, 9/15/42 (e)		375		307
Total Capital International SA 2.88%, 2/17/22		50		50
Transocean, Inc., 4.30%, 10/15/22 (e)		300		227
6.88%, 12/15/21 (e)		250		226
Tyson Foods, Inc. 3.95%, 8/15/24		115		116
United Airlines Pass-Through Trust, Series A 3.75%, 3/3/28		150		149
4.00%, 10/11/27		600		606

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Industrials (cont'd)
United Technologies Corp. 4.50%, 6/1/42	$	100	$	102
Vale Overseas Ltd., 5.63%, 9/15/19 (e)		50		54
6.88%, 11/10/39		5		5
Verizon Communications, Inc., 4.67%, 3/15/55 (b)		777		679
5.01%, 8/21/54		259		239
Volkswagen Group of America Finance LLC 2.40%, 5/22/20 (b)		525		523
Wal-Mart Stores, Inc. 5.25%, 9/1/35		285		324
Wesfarmers Ltd. 2.98%, 5/18/16 (b)		290		295
Williams Partners LP/ACMP Finance Corp. 4.88%, 5/15/23		425		420
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 3/1/25 (b)		430		412
Yahoo!, Inc. 0.00%, 12/1/18		425		438
Yum! Brands, Inc. 3.88%, 11/1/20 (e)		650		676
ZF North America Capital, Inc. 4.50%, 4/29/22 (b)		475		467
Zimmer Biomet Holdings, Inc. 5.75%, 11/30/39		190		212
				39,909
Utilities (1.1%)
Boston Gas Co. 4.49%, 2/15/42 (b)		275		277
CEZ AS 4.25%, 4/3/22 (b)		210		221
CMS Energy Corp. 5.05%, 3/15/22		50		55
Exelon Generation Co., LLC 6.25%, 10/1/39		375		415
Jersey Central Power & Light Co. 4.70%, 4/1/24 (b)(e)		575		604
PPL WEM Ltd./Western Power Distribution Ltd. 3.90%, 5/1/16 (b)		460		469
TransAlta Corp. 4.50%, 11/15/22		50		50
				2,091
				68,201
Mortgages — Other (7.9%)
Alternative Loan Trust, 5.50%, 2/25/36 - 5/25/36		94		89
6.00%, 4/25/36 - 7/25/37		222		195
PAC 5.50%, 2/25/36		8		8
6.00%, 4/25/36		30		27

	Face Amount (000)		Value (000)
Banc of America Alternative Loan Trust, 0.84%, 7/25/46 (c)	$	355	$	240
5.50%, 10/25/35		1,658		1,546
5.86%, 10/25/36		538		353
6.00%, 4/25/36		361		372
Banc of America Funding Trust, 0.56%, 8/25/36 (c)		41		35
6.00%, 7/25/37		40		30
ChaseFlex Trust, 6.00%, 2/25/37		654		565
Credit Suisse First Boston Mortgage Securities Corp., 6.50%, 11/25/35		1,066		561
Fannie Mae Connecticut Avenue Securities, 4.18%, 5/25/25 (c)		671		657
5.09%, 11/25/24 (c)		698		721
First Horizon Alternative Mortgage Securities Trust, 6.00%, 8/25/36		22		18
6.25%, 8/25/36		320		259
Freddie Mac Structured Agency Credit Risk Debt Notes, 3.94%, 9/25/24 (c)		317		310
4.19%, 8/25/24 (c)		306		305
4.44%, 11/25/23 (c)		700		715
4.74%, 10/25/24 (c)		901		923
Grifonas Finance PLC, 0.39%, 8/28/39 (c)	EUR	516		300
GSMSC Pass-Through Trust, 7.50%, 9/25/36 (b)(c)	$	478		398
GSR Mortgage Loan Trust, 5.75%, 1/25/37		400		389
HarborView Mortgage Loan Trust, 0.38%, 1/19/38 (c)		283		241
Impac CMB Trust, 0.92%, 4/25/35 (c)		292		220
JP Morgan Alternative Loan Trust, 6.00%, 12/25/35 - 8/25/36		321		308
JP Morgan Mortgage Trust, 3.01%, 6/25/37 (c)		138		128
6.00%, 6/25/37		140		136
Lehman Mortgage Trust, 5.50%, 11/25/35 - 2/25/36		722		702
6.50%, 9/25/37		1,315		1,116
RALI Trust, 0.37%, 12/25/36 (c)		813		635
0.69%, 3/25/35 (c)		619		462
5.50%, 12/25/34		1,030		1,041
6.00%, 4/25/36 - 1/25/37		654		543
PAC 6.00%, 4/25/36		32		28
Residential Asset Securitization Trust, 6.00%, 7/25/36		50		44
Springleaf Mortgage Loan Trust, 3.56%, 12/25/59 (b)(c)		650		656

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Mortgages — Other (cont'd)
Washington Mutual Mortgage Pass-Through Certificates Trust, 0.93%, 4/25/47 (c)	$	524	$	417
				15,693
Municipal Bonds (0.9%)
City of Chicago, IL, O'Hare International Airport Revenue 6.40%, 1/1/40		115		141
City of New York, NY, Series G-1 5.97%, 3/1/36		245		297
Illinois State Toll Highway Authority, Highway Revenue, Build America Bonds 6.18%, 1/1/34		705		852
Municipal Electric Authority of Georgia 6.66%, 4/1/57		435		510
				1,800
Sovereign (7.9%)
Brazil Notas do Tesouro Nacional, Series F, 10.00%, 1/1/25	BRL	5,895		1,549
Brazilian Government International Bond, 4.25%, 1/7/25 (e)	$	200		193
5.00%, 1/27/45		405		352
5.63%, 1/7/41		218		209
EUROFIMA, 6.25%, 12/28/18	AUD	1,205		1,037
Hungary Government Bond, 5.50%, 6/24/25	HUF	160,000		640
6.00%, 11/24/23		180,000		737
Italy Buoni Poliennali Del Tesoro, 2.35%, 9/15/24 (b)	EUR	1,809		2,222
KazMunayGas National Co., JSC, 6.38%, 4/9/21 (b)	$	600		631
9.13%, 7/2/18 (b)		100		113
Mexico Government International Bond, 3.63%, 3/15/22		866		879
New Zealand Government Bond, 5.50%, 4/15/23	NZD	1,900		1,483
Pertamina Persero PT, 4.88%, 5/3/22	$	1,700		1,719
Peruvian Government International Bond, 7.35%, 7/21/25		10		13
8.75%, 11/21/33		16		24
Petroleos de Venezuela SA, 6.00%, 11/15/26		550		197
Petroleos Mexicanos, 5.50%, 1/21/21		60		65
6.38%, 1/23/45		300		309
6.63%, 6/15/35 - 6/15/38		58		63
8.00%, 5/3/19		15		18
Philippine Government International Bond, 6.38%, 10/23/34		425		565

	Face Amount (000)		Value (000)
Portugal Obrigacoes do Tesouro OT, 3.88%, 2/15/30 (b)	EUR	1,040	$	1,225
Spain Government Inflation Linked Bond, 1.00%, 11/30/30 (b)		1,331		1,380
Turkey Government International Bond, 6.75%, 4/3/18	$	100		111
6.88%, 3/17/36		17		20
8.00%, 2/14/34		15		19
11.88%, 1/15/30		19		32
				15,805
U.S. Agency Security (1.6%)
Federal Home Loan Mortgage Corporation 1.25%, 10/2/19		3,200		3,159
U.S. Treasury Securities (11.4%)
U.S. Treasury Bonds, 2.75%, 11/15/42		4,350		4,048
3.13%, 2/15/43		850		851
U.S. Treasury Inflation Indexed Bond 0.25%, 1/15/25		7,664		7,529
U.S. Treasury Note 1.50%, 5/31/19		10,300		10,358
				22,786
Total Fixed Income Securities (Cost $195,333)				196,057
	Shares
Short-Term Investments (20.4%)
Securities held as Collateral on Loaned Securities (2.4%)
Investment Company (2.0%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G)		4,052,378		4,052
	Face Amount (000)
Repurchase Agreements (0.4%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $370; fully collateralized by a U.S. Government obligation; 2.75% due 5/31/17; valued at $377)	$	370		370
Merrill Lynch & Co., Inc., (0.14%, dated 6/30/15, due 7/1/15; proceeds $370; fully collateralized by a U.S. Government obligation; Zero Coupon due 7/2/15; valued at $377)		370		370
				740
Total Securities held as Collateral on Loaned Securities (Cost $4,792)				4,792
	Shares
Investment Company (14.1%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $28,199)		28,199,480		28,199

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Treasury Securities (3.9%)
U.S. Treasury Bill 0.09%, 12/10/15 (l)(m)	$	1,424	$	1,424
U.S. Treasury Note 0.25%, 9/15/15		6,300		6,302
Total U.S. Treasury Securities (Cost $7,725)				7,726
Total Short-Term Investments (Cost $40,716)				40,717
Total Investments (118.8%) (Cost $236,049) Including $8,278 of Securities Loaned (n)				236,774
Liabilities in Excess of Other Assets (-18.8%)				(37,425	)
Net Assets (100.0%)			$	199,349

(a)  Security is subject to delayed delivery.

(b)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(c)  Variable/Floating Rate Security — Interest rate changes on these instruments are based on changes in a designated base rate. The rates shown are those in effect on June 30, 2015.

(d)  Inverse Floating Rate Security — Interest rate fluctuates with an inverse relationship to an associated interest rate. Indicated rate is the effective rate at June 30, 2015.

(e)  All or a portion of this security was on loan at June 30, 2015.

(f)  Perpetual — One or more securities do not have a predetermined maturity date. Rates for these securities are fixed for a period of time, after which they revert to a floating rate. Interest rates in effect are as of June 30, 2015.

(g)  Issuer in bankruptcy.

(h)  Non-income producing security; bond in default.

(i)  Security has been deemed illiquid at June 30, 2015.

(j)  Acquired through exchange offer.

(k)  At June 30, 2015, the Portfolio held a fair valued security valued at $0, representing 0.0% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

(l)  Rate shown is the yield to maturity at June 30, 2015.

(m)  All or a portion of the security was pledged to cover margin requirements for swap agreements.

(n)  Securities are available for collateral in connection with securities purchased on a forward commitment basis, open foreign currency forward exchange contracts, futures contracts and swap agreements.

IO  Interest Only.

MTN  Medium Term Note.

PAC  Planned Amortization Class.

REMIC  Real Estate Mortgage Investment Conduit.

STRIPS  Separate Trading of Registered Interest and Principal of Securities.

TBA  To Be Announced.

Foreign Currency Forward Exchange Contracts:

The Portfolio had the following foreign currency forward exchange contracts open at June 30, 2015:

Counterparty	Currency to Deliver (000)		Value (000)		Settlement Date	In Exchange For (000)		Value (000)		Unrealized Appreciation (Depreciation) (000)
Citibank NA	EUR	5,262	$	5,866	7/3/15	USD	5,753	$	5,753	$	(113	)
Citibank NA	MXN	92		6	7/3/15	USD	6		6		—	@
Deutsche Bank AG	CAD	11		9	7/3/15	USD	9		9		—	@
Deutsche Bank AG	ZAR	293		24	7/3/15	USD	24		24		(—	@)
HSBC Bank PLC	HUF	419,884		1,484	7/3/15	USD	1,510		1,510		26
HSBC Bank PLC	NZD	4		3	7/3/15	USD	3		3		—	@
HSBC Bank PLC	USD	9		9	7/3/15	CAD	11		9		—	@
HSBC Bank PLC	USD	5,266		5,266	7/3/15	EUR	4,729		5,272		6
JPMorgan Chase Bank NA	NOK	9		1	7/3/15	USD	1		1		—	@
JPMorgan Chase Bank NA	NZD	2,198		1,490	7/3/15	USD	1,521		1,521		31
UBS AG	AUD	1,395		1,077	7/3/15	USD	1,061		1,061		(16	)
UBS AG	BRL	5,164		1,660	7/3/15	USD	1,607		1,607		(53	)
UBS AG	CHF	10		11	7/3/15	USD	11		11		(—	@)
UBS AG	JPY	1,207		10	7/3/15	USD	10		10		(—	@)
UBS AG	PLN	15		4	7/3/15	USD	4		4		—	@
UBS AG	SEK	9		1	7/3/15	USD	1		1		(—	@)
UBS AG	TRY	60		22	7/3/15	USD	22		22		(—	@)
UBS AG	USD	29		29	7/3/15	AUD	38		29		(—	@)
UBS AG	USD	1,047		1,047	7/3/15	AUD	1,358		1,047		(—	@)
UBS AG	USD	1,666		1,666	7/3/15	BRL	5,164		1,660		(6	)
UBS AG	USD	11		11	7/3/15	CHF	10		11		—	@
UBS AG	USD	600		600	7/3/15	EUR	533		594		(6	)
UBS AG	USD	32		32	7/3/15	HUF	8,800		31		(1	)

The accompanying notes are an integral part of the financial statements.
12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Currency to Deliver (000)		Value (000)		Settlement Date	In Exchange For (000)		Value (000)		Unrealized Appreciation (Depreciation) (000)
Deutsche Bank AG	USD	9	$	9	8/5/15	CAD	11	$	9	$	(—	@)
HSBC Bank PLC	EUR	4,729		5,274	8/5/15	USD	5,268		5,268		(6	)
UBS AG	AUD	1,358		1,046	8/5/15	USD	1,046		1,046		—	@
UBS AG	BRL	5,164		1,641	8/5/15	USD	1,647		1,647		6
UBS AG	USD	11		11	8/5/15	CHF	10		11		—	@
			$	28,309				$	28,177	$	(132	)

Futures Contracts:

The Portfolio had the following futures contracts open at June 30, 2015:

	Number of Contracts		Value (000)			Expiration Date	Unrealized Appreciation (Depreciation) (000)
Long:
U.S. Treasury 5 yr. Note		234	$	27,906		Sep-15	$	(25	)
U.S. Treasury Long Bond		43		6,486		Sep-15		(171	)
U.S. Treasury Ultra Bond		6		925		Sep-15		(13	)
Short:
U.S. Treasury 10 yr. Note		96		(12,112	)	Sep-15		67
U.S. Treasury 2 yr. Note		82		(17,953	)	Sep-15		(41	)
							$	(183	)

Credit Default Swap Agreements:

The Portfolio had the following credit default swap agreements open at June 30, 2015:

Swap Counterparty and Reference Obligation	Buy/Sell Protection	Notional Amount (000)		Pay/Receive Fixed Rate			Termination Date	Upfront Payment Paid (Received) (000)			Unrealized Appreciation (Depreciation) (000)			Value (000)			Credit Rating of Reference Obligation†
Barclays Bank PLC Yum! Brands, Inc.	Buy	$	900		1.00	%	12/20/18	$	(16	)	$	—	@	$	(16	)	BBB
Barclays Bank PLC Quest Diagnostics, Inc.	Buy		895		1.00		3/20/19		17			(31	)		(14	)	BBB+
Morgan Stanley & Co., LLC* CDX.NA.IG.24	Buy		7,650		1.00		6/20/20		(145	)		34			(111	)	NR
		$	9,445					$	(144	)	$	3		$	(141	)

Interest Rate Swap Agreements:

The Portfolio had the following interest rate swap agreements open at June 30, 2015:

Swap Counterparty	Floating Rate Index	Pay/Receive Floating Rate	Fixed Rate			Termination Date	Notional Amount (000)		Unrealized Depreciation (000)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.73	%	3/9/20	$	15,500	$	(103	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		2.49		6/9/25		7,000		(35	)
									$	(138	)

The accompanying notes are an integral part of the financial statements.
13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

@  Value is less than $500.

†  Credit rating as issued by Standard & Poor's.

*  Cleared swap agreement, the broker is Morgan Stanley & Co., LLC.

NR  Not Rated.

LIBOR  London Interbank Offered Rate.

AUD  — Australian Dollar

BRL  — Brazilian Real

CAD  — Canadian Dollar

CHF  — Swiss Franc

EUR  — Euro

HUF  — Hungarian Forint

JPY  — Japanese Yen

MXN  — Mexican Peso

NOK  — Norwegian Krone

NZD  — New Zealand Dollar

PLN  — Polish Zloty

SEK  — Swedish Krona

TRY  — Turkish Lira

USD  — United States Dollar

ZAR  — South African Rand

Portfolio Composition**

Classification	Percentage of Total Investments
Agency Fixed Rate Mortgages		17.3	%
Industrials		17.2
Short-Term Investments		15.5
Finance		11.3
U.S. Treasury Securities		9.8
Other***		9.4
Sovereign		6.8
Mortgages — Other		6.8
Commercial Mortgage-Backed Securities		5.9
Total Investments		100.0	%****

**  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

***  Industries and/or investment types representing less than 5% of total investments.

****  Does not include open long/short futures contracts with an underlying face amount of approximately $65,382,000 with net unrealized depreciation of approximately $183,000. Does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately $132,000 and does not include open swap agreements with net unrealized depreciation of approximately $135,000.

The accompanying notes are an integral part of the financial statements.
14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Core Plus Fixed Income Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $203,798)	$	204,523
Investment in Security of Affiliated Issuer, at Value (Cost $32,251)		32,251
Total Investments in Securities, at Value (Cost $236,049)		236,774
Foreign Currency, at Value (Cost $—@)		—	@
Cash		205
Receivable for Investments Sold		7,589
Interest Receivable		1,298
Receivable for Portfolio Shares Sold		330
Receivable for Variation Margin on Futures Contracts		234
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		69
Premium Paid on Open Swap Agreements		17
Receivable from Affiliate		5
Tax Reclaim Receivable		4
Unrealized Appreciation on Swap Agreements		—	@
Other Assets		18
Total Assets		246,543
Liabilities:
Payable for Investments Purchased		41,467
Collateral on Securities Loaned, at Value		4,998
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		201
Payable for Portfolio Shares Redeemed		169
Payable for Advisory Fees		164
Payable for Servicing Fees		40
Unrealized Depreciation on Swap Agreements		31
Payable for Professional Fees		21
Payable for Distribution Fees — Class II Shares		21
Premium Received on Open Swap Agreements		16
Payable for Custodian Fees		15
Payable for Administration Fees		13
Payable for Directors' Fees and Expenses		3
Payable for Transfer Agency Fees		2
Payable for Variation Margin on Swap Agreements		1
Other Liabilities		32
Total Liabilities		47,194
NET ASSETS	$	199,349
Net Assets Consist of:
Paid-in-Capital	$	258,987
Accumulated Undistributed Net Investment Income		8,361
Accumulated Net Realized Loss		(68,274	)
Unrealized Appreciation (Depreciation) on:
Investments		725
Futures Contracts		(183	)
Swap Agreements		(135	)
Foreign Currency Forward Exchange Contracts		(132	)
Foreign Currency Translations		(—	@)
Net Assets	$	199,349
CLASS I:
Net Assets	$	92,779
Net Asset Value, Offering and Redemption Price Per Share Applicable to 8,729,449 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.63
CLASS II:
Net Assets	$	106,570
Net Asset Value, Offering and Redemption Price Per Share Applicable to 10,066,577 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.59
(1) Including:
Securities on Loan, at Value:	$	8,278

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Core Plus Fixed Income Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	3,403
Dividends from Security of Affiliated Issuer (Note G)		30
Income from Securities Loaned — Net		19
Total Investment Income		3,452
Expenses:
Advisory Fees (Note B)		386
Administration Fees (Note C)		200
Distribution Fees — Class II Shares (Note D)		171
Professional Fees		51
Servicing Fees (Note C)		40
Custodian Fees (Note F)		35
Pricing Fees		25
Shareholder Reporting Fees		22
Transfer Agency Fees (Note E)		5
Directors' Fees and Expenses		3
Other Expenses		8
Total Expenses		946
Waiver of Advisory Fees (Note B)		(53	)
Distribution Fees — Class II Shares Waived (Note D)		(36	)
Rebate from Morgan Stanley Affiliate (Note G)		(18	)
Net Expenses		839
Net Investment Income		2,613
Realized Gain (Loss):
Investments Sold		852
Foreign Currency Forward Exchange Contracts		1,161
Foreign Currency Transactions		(14	)
Futures Contracts		10
Swap Agreements		(901	)
Net Realized Gain		1,108
Change in Unrealized Appreciation (Depreciation):
Investments		(4,542	)
Foreign Currency Forward Exchange Contracts		(424	)
Foreign Currency Translations		8
Futures Contracts		(146	)
Swap Agreements		244
Net Change in Unrealized Appreciation (Depreciation)		(4,860	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(3,752	)
Net Decrease in Net Assets Resulting from Operations	$	(1,139	)

The accompanying notes are an integral part of the financial statements.
16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Core Plus Fixed Income Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	2,613		$	4,902
Net Realized Gain		1,108			6,121
Net Change in Unrealized Appreciation (Depreciation)		(4,860	)		2,273
Net Increase (Decrease) in Net Assets Resulting from Operations		(1,139	)		13,296
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(3,127	)
Class II:
Net Investment Income		—			(2,121	)
Total Distributions		—			(5,248	)
Capital Share Transactions:(1)
Class I:
Subscribed		5,276			13,849
Distributions Reinvested		—			3,127
Redeemed		(12,745	)		(26,526	)
Class II:
Subscribed		20,620			54,495
Distributions Reinvested		—			2,121
Redeemed		(18,171	)		(21,586	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(5,020	)		25,480
Total Increase (Decrease) in Net Assets		(6,159	)		33,528
Net Assets:
Beginning of Period		205,508			171,980
End of Period (Including Accumulated Undistributed Net Investment Income of $8,361 and $5,748)	$	199,349		$	205,508
(1) Capital Share Transactions:
Class I:
Shares Subscribed		489			1,312
Shares Issued on Distributions Reinvested		—			300
Shares Redeemed		(1,184	)		(2,512	)
Net Decrease in Class I Shares Outstanding		(695	)		(900	)
Class II:
Shares Subscribed		1,919			5,154
Shares Issued on Distributions Reinvested		—			204
Shares Redeemed		(1,693	)		(2,049	)
Net Increase in Class II Shares Outstanding		226			3,309

The accompanying notes are an integral part of the financial statements.
17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Core Plus Fixed Income Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	10.68		$	10.21		$	10.64		$	10.19		$	10.01		$	9.92
Income (Loss) from Investment Operations:
Net Investment Income†		0.14			0.30			0.29			0.33			0.39			0.34
Net Realized and Unrealized Gain (Loss)		(0.19	)		0.49			(0.33	)		0.61			0.17			0.36
Total from Investment Operations		(0.05	)		0.79			(0.04	)		0.94			0.56			0.70
Distributions from and/or in Excess of:
Net Investment Income		—			(0.32	)		(0.39	)		(0.49	)		(0.38	)		(0.61	)
Net Asset Value, End of Period	$	10.63		$	10.68		$	10.21		$	10.64		$	10.19		$	10.01
Total Return ++		(0.47	)%#		7.85	%		(0.32	)%		9.44	%		5.65	%		7.14	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	92,779		$	100,671		$	105,420		$	120,903		$	131,361		$	154,029
Ratio of Expenses to Average Net Assets(1)		0.68	%+*		0.65	%+		0.69	%+		0.69	%+		0.67	%+		0.69	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			0.68	%		N/A			N/A			N/A			0.69	%+
Ratio of Net Investment Income to Average Net Assets(1)		2.67	%+*		2.83	%+		2.75	%+		3.18	%+		3.89	%+		3.44	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.02	%*		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		220	%#		320	%		249	%		245	%		240	%		294	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		0.75	%*		0.80	%		0.78	%		0.75	%		N/A			0.76	%+
Net Investment Income to Average Net Assets		2.60	%*		2.68	%		2.66	%		3.12	%		N/A			3.38	%+

†  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."

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Core Plus Fixed Income Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	10.65		$	10.19		$	10.62		$	10.17		$	9.99		$	9.84
Income (Loss) from Investment Operations:
Net Investment Income†		0.13			0.27			0.26			0.31			0.37			0.32
Net Realized and Unrealized Gain (Loss)		(0.19	)		0.49			(0.33	)		0.61			0.16			0.35
Total from Investment Operations		(0.06	)		0.76			(0.07	)		0.92			0.53			0.67
Distributions from and/or in Excess of:
Net Investment Income		—			(0.30	)		(0.36	)		(0.47	)		(0.35	)		(0.52	)
Net Asset Value, End of Period	$	10.59		$	10.65		$	10.19		$	10.62		$	10.17		$	9.99
Total Return ++		(0.56	)%#		7.57	%		(0.58	)%		9.19	%		5.40	%		6.86	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	106,570		$	104,837		$	66,560		$	51,988		$	48,855		$	48,234
Ratio of Expenses to Average Net Assets(1)		0.93	%+*		0.90	%+		0.94	%+		0.94	%+		0.92	%+		0.94	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			0.93	%		N/A			N/A			N/A			0.94	%+
Ratio of Net Investment Income to Average Net Assets(1)		2.42	%+*		2.58	%+		2.50	%+		2.93	%+		3.64	%+		3.19	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.02	%*		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		220	%#		320	%		249	%		245	%		240	%		294	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.07	%*		1.15	%		1.13	%		1.10	%		1.03	%		1.11	%+
Net Investment Income to Average Net Assets		2.28	%*		2.33	%		2.31	%		2.77	%		3.53	%		3.03	%+

†  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."

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
19

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Core Plus Fixed Income Portfolio. The Portfolio seeks above-average total return over a market cycle of three to five years by investing primarily in a diversified portfolio of fixed income securities. The Portfolio invests primarily in a diversified mix of U.S. dollar denominated investment grade fixed income securities, particularly U.S. government, corporate, mortgage and asset-backed securities. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) Certain portfolio securities may be valued by an outside pricing service approved by the Fund's Board of Directors (the "Directors"). The pricing service may utilize a matrix system or other model incorporating attributes such as security quality, maturity and coupon as the evaluation model parameters, and/or research evaluations by its staff, including review of broker-dealer market price quotations in determining what it believes is the fair valuation of the portfolios securities valued by such pricing service; (2) futures are valued at the latest price published by the commodities exchange on which they trade; (3) swaps are marked-to-market daily based upon quotations from market makers; (4) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser") determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at

their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (7) short-term taxable debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such price does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser. Other taxable short-term debt securities with maturities of more than 60 days will be valued on a mark-to-market basis until such time as they reach a maturity of 60 days, whereupon they will be valued at amortized cost using their value on the 61st day unless the Adviser determines such price does not reflect the securities' fair value, in which case these securities will be valued at their fair market value as determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

20

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)			Total (000)
Assets:
Fixed Income Securities
Agency Adjustable Rate Mortgage	$	—	$	437	$	—		$	437
Agency Fixed Rate Mortgages		—		40,212		—			40,212
Asset-Backed Securities		—		8,856		—			8,856
Collateralized Mortgage Obligations - Agency Collateral Series		—		5,531		—			5,531
Commercial Mortgage- Backed Securities		—		13,577		—			13,577
Corporate Bonds		—		68,201		—	†		68,201	†
Mortgages - Other		—		15,693		—			15,693
Municipal Bonds		—		1,800		—			1,800
Sovereign		—		15,805		—			15,805
U.S. Agency Security		—		3,159		—			3,159
U.S. Treasury Securities		—		22,786		—			22,786
Total Fixed Income Securities		—		196,057		—	†		196,057	†
Short-Term Investments
Investment Company		32,251		—		—			32,251
Repurchase Agreements		—		740		—			740
U.S. Treasury Securities		—		7,726		—			7,726
Total Short-Term Investments		32,251		8,466		—			40,717

21

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)			Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)			Total (000)
Foreign Currency Forward Exchange Contracts	$	—		$	69		$	—		$	69
Futures Contract		67			—			—			67
Credit Default Swap Agreements		—			34			—			34
Total Assets		32,318			204,626			—	†		236,944	†
Liabilities:
Foreign Currency Forward Exchange Contracts		—			(201	)		—			(201	)
Futures Contracts		(250	)		—			—			(250	)
Credit Default Swap Agreement		—			(31	)		—			(31	)
Interest Rate Swap Agreements		—			(138	)		—			(138	)
Total Liabilities		(250	)		(370	)		—			(620	)
Total	$	32,068		$	204,256		$	—	†	$	236,324	†

†  Includes one security which is valued at zero.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, the Portfolio did not have any investments transfer between investment levels.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Corporate Bond (000)
Beginning Balance	$	—	†
Purchases		—
Sales		—
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		—
Realized gains (losses)		—
Ending Balance	$	—	†
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2015	$	—

†  Includes one security which is valued at zero.

3.  Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an

agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Derivatives: The Portfolio may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the

counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Portfolio's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Portfolio to be more volatile than if the Portfolio had not been leveraged. Although the Adviser seeks to use derivatives to further the Portfolio's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Portfolio used during the period and their associated risks:

Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Portfolio also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Portfolio's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Portfolio than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Portfolio as unrealized gain or loss. The Portfolio records realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the time it was opened and the value at the time it was closed.

Futures: A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return, and the potential loss from futures contracts can exceed the Portfolio's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Portfolio of margin deposits in the event of bankruptcy of a broker with which the Portfolio has open positions in the futures contract.

Swaps: The Portfolio may enter into over-the-counter ("OTC") swap contracts or cleared swap transactions. A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the

payments calculated by reference to specified securities, indices, reference rates, currencies or other instruments. Typically swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Portfolio's obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each party. Cleared swap transactions may help reduce counterparty credit risk. In a cleared swap, the Portfolio's ultimate counterparty is a clearinghouse rather than a swap dealer, bank or other financial institution. OTC swap agreements are not entered into or traded on exchanges and often there is no central clearing or guaranty function for OTC swaps. These OTC swaps are often subject to credit risk or the risk of default or non-performance by the counterparty. Both OTC and cleared swaps could result in losses if interest rates, foreign currency exchange rates or other factors are not correctly anticipated by the Portfolio or if the reference index, security or investments do not perform as expected. During the period swap agreements are open, payments are received from or made to the clearinghouse or counterparty based upon changes in the value of the contract (variation margin). The Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments require the clearing and exchange-trading of certain standardized swap transactions. Mandatory exchange-trading and clearing is occurring on a phased-in basis.

The Portfolio's use of swaps during the period included those based on the credit of an underlying security commonly referred to as "credit default swaps." The Portfolio may be either the buyer or seller in a credit default swap. Where the Portfolio is the buyer of a credit default swap contract, it would typically be entitled to receive the par (or other agreed-upon) value of a referenced debt obligation from the counterparty to the contract only in the event of a default or similar event by the issuer of the debt obligation. If no default occurs, the Portfolio would have paid to the counterparty a periodic stream of payments over the term of the contract and received no benefit from the contract. When the Portfolio is the seller of a credit default swap contract, it typically receives the stream of payments but is obligated to pay an amount equal to the par (or other agreed-upon) value of a referenced debt obligation upon the default or similar event by the issuer of the referenced debt obligation. The use of credit default swaps could result in losses to the Portfolio

24

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

if the Adviser fails to correctly evaluate the creditworthiness of the issuer of the referenced debt obligation.

The current credit rating of each individual issuer is listed in the table following the Portfolio of Investments and serves as an indicator of the current status of the payment/performance risk of the credit derivative. Alternatively, for credit default swaps on an index of credits, the quoted market prices and current values serve as an indicator of the current status of the payment/performance risk of the credit derivative. Generally, lower credit ratings and increasing market values, in absolute terms, represent a deterioration of the credit and a greater likelihood of an adverse credit event of the issuer.

When the Portfolio has an unrealized loss on a swap agreement, the Portfolio has instructed the custodian to pledge cash or liquid securities as collateral with a value approximately equal to the amount of the unrealized loss. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate. If applicable, cash collateral is included with "Due from (to) Broker" in the Statement of Assets and Liabilities.

Upfront payments received or paid by the Portfolio will be reflected as an asset or liability, respectively, in the Statement of Assets and Liabilities.

FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Portfolio uses derivative instruments, how these derivative instruments are accounted for and their effects on the Portfolio's financial position and results of operations.

The following tables set forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2015.

	Asset Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contracts	Unrealized Appreciation on Foreign Currency Forward Exchange Contracts	Currency Risk	$	69
Futures Contracts	Variation Margin on Futures Contracts	Interest Rate Risk		67	(a)
Swap Agreements	Unrealized Appreciation on Swap Agreements	Credit Risk		—	@
Swap Agreements	Variation Margin on Swap Agreements	Credit Risk		34	(a)
Total			$	170

	Liability Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contracts	Unrealized Depreciation on Foreign Currency Forward Exchange Contracts	Currency Risk	$	(201	)
Futures Contracts	Variation Margin on Futures Contracts	Interest Rate Risk		(250	)(a)
Swap Agreements	Unrealized Depreciation on Swap Agreements	Credit Risk		(31	)
Swap Agreements	Variation Margin on Swap Agreements	Interest Rate Risk		(138	)(a)
Total			$	(620	)

(a)  This amount represents the cumulative appreciation (depreciation) as reported in the Portfolio of Investments. The Statement of Assets and Liabilities only reflects the current day's net variation margin.

@  Value is less than $500.

The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2015 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	1,161
Interest Rate Risk	Futures Contracts		10
Credit Risk	Swap Agreements		(328	)
Interest Rate Risk	Swap Agreements		(573	)
Total		$	270
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(424	)
Interest Rate Risk	Futures Contracts		(146	)
Credit Risk	Swap Agreements		37
Interest Rate Risk	Swap Agreements		207
Total		$	(326	)

At June 30, 2015, the Portfolio's derivative assets and liabilities are as follows:

Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities
Derivatives(b)	Assets(c) (000)			Liabilities(c) (000)
Foreign Currency Forward Exchange Contracts	$	69		$	(201	)
Swap Agreements		—	@		(31	)
Total	$	69		$	(232	)

(b)  Excludes exchange-traded derivatives.

(c)  Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

@  Value is less than $500.

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Portfolio exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Portfolio's net liability may be delayed or denied.

The following tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)			Collateral Received (000)		Net Amount (not less than $0) (000)
Barclays Bank PLC	$	—	@	$	(—	@)	$	—	$	0
HSBC Bank PLC		32			(6	)		—		26
JPMorgan Chase Bank NA		31			—			—		31
UBS AG		6			(6	)		—		0
Total	$	69		$	(12	)	$	—	$	57

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Liability Derivatives Presented in Statement of Assets and Liabilities (000)		Financial Instrument (000)			Collateral Pledged (000)		Net Amount (not less than $0) (000)
Barclays Bank PLC	$	31	$	(—	@)	$	—	$	31
Citibank NA		113		—			—		113
HSBC Bank PLC		6		(6	)		—		0
UBS AG		82		(6	)		—		76
Total	$	232	$	(12	)	$	—	$	220

@  Value is less than $500.

For the six months ended June 30, 2015, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	22,141,000
Futures Contracts:
Average monthly original value	$	170,245,000
Swap Agreements:
Average monthly notional amount	$	68,658,000

6.  When-Issued/Delayed Delivery Securities: The Portfolio purchases and sells when-issued and delayed delivery securities. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price and yield, and no income accrues to the Portfolio on such securities prior to delivery date. Payment and delivery for when-issued and delayed delivery securities can take place a month or more after the date of the transaction. When the Portfolio enters into a purchase transaction on a when-issued or delayed delivery basis, securities are available for collateral in an amount at least equal in value to the Portfolio's commitments to purchase such securities. Purchasing securities on a when-issued or delayed delivery basis may involve a risk that the market price at the time of delivery may be lower than the agreed upon purchase price, in which case there could be an unrealized loss at the time of delivery. Purchasing investments on a when-issued or delayed delivery basis may be considered a form of leverage which may increase the impact that gains (losses) may have on the Portfolio.

7.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned-Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	8,278	(d)	$	—	$	(8,278	)(e)(f)	$	0

(d)  Represents market value of loaned securities at period end.

(e)  The Portfolio received cash collateral of approximately $4,998,000, of which approximately $4,792,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $206,000, which is not reflected in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $3,459,000 in the form of U.S. Government obligations, which the Portfolio cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.

(f)  The actual collateral received is greater than the amount shown here due to overcollateralization.

8.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown.

However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

9.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally associated with investments in the United States. In certain markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share registration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

10.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $1 billion			Over $1 billion
	0.375	%		0.30	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.31% of the Portfolio's average daily net assets.

27

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.70% for Class I shares and 0.95% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $53,000 of advisory fees were waived pursuant to this arrangement.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.10% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $36,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston

Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $54,109,000 and $37,364,000, respectively. For the six months ended June 30, 2015, purchases and sales of long-term U.S. Government securities were approximately $381,944,000 and $384,941,000, respectively.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $18,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	55,354	$	36,870	$	59,973	$	30	$	32,251

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the

28

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	5,248	$	—	$	5,863	$	—

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, swap transactions and paydown adjustments, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)		Accumulated Net Realized Loss (000)			Paid-in- Capital (000)
$	779	$	(779	)	$	—

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	6,565	$	—

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $4,313,000 and the aggregate gross unrealized depreciation is approximately $3,588,000 resulting in net unrealized appreciation of approximately $725,000.

At December 31, 2014, the Portfolio had available for Federal income tax purposes unused capital losses, which will expire on the indicated dates:

Amount (000)		Expiration*
$	422	December 31, 2015
	37,317	December 31, 2016
	31,734	December 31, 2017

*  Includes capital losses acquired from Flexible Income Portfolio that may be subject to limitation under IRC section 382 in future years, reducing the total carryforward available.

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Portfolio for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2014, the Portfolio utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $5,699,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 57.4% and 92.0% for Class I and Class II shares, respectively.

29

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFCPFISAN
1258625 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Emerging Markets Debt Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		9
Statement of Operations		10
Statements of Changes in Net Assets		11
Financial Highlights		12
Notes to Financial Statements		14
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Emerging Markets Debt Portfolio

As a shareholder of the Emerging Markets Debt Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Emerging Markets Debt Portfolio Class I	$	1,000.00	$	1,018.90	$	1,019.44	$	5.41	$	5.41		1.08	%
Emerging Markets Debt Portfolio Class II		1,000.00		1,019.00		1,019.19		5.66		5.66		1.13

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's management fee and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Portfolio's (i) performance was competitive with its peer group average; and (ii) management fee and total expense ratio were acceptable.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Fixed Income Securities (94.9%)
Argentina (0.5%)
Sovereign (0.5%)
Republic of Argentina, 2.50%, 12/31/38 (a)(b)(c)	$	2,400	$	1,296
Brazil (6.5%)
Corporate Bonds (3.8%)
Banco Safra SA, 6.75%, 1/27/21		870		956
6.75%, 1/27/21 (d)		1,280		1,407
CIMPOR Financial Operations BV, 5.75%, 7/17/24 (d)		1,458		1,188
Embraer Netherlands Finance BV, 5.05%, 6/15/25 (e)		1,375		1,375
Minerva Luxembourg SA, 8.75%, 4/3/19 (d)(e)(f)(g)		1,400		1,407
Odebrecht Offshore Drilling Finance Ltd., 6.63%, 10/1/23 (d)(e)		682		478
6.75%, 10/1/23 (d)(e)		4,173		3,005
				9,816
Sovereign (2.7%)
Brazil Minas SPE via State of Minas Gerais, 5.33%, 2/15/28 (d)		4,150		3,942
Brazilian Government International Bond, 5.00%, 1/27/45		3,309		2,879
				6,821
				16,637
Chile (3.9%)
Corporate Bonds (1.1%)
Colbun SA, 4.50%, 7/10/24 (d)		1,530		1,532
Empresa Electrica Angamos SA, 4.88%, 5/25/29 (d)(e)		1,405		1,386
				2,918
Sovereign (2.8%)
Corporación Nacional del Cobre de Chile, 4.88%, 11/4/44 (d)(e)		2,080		1,997
Empresa Nacional del Petroleo, 4.75%, 12/6/21		2,967		3,081
5.25%, 8/10/20		2,000		2,124
				7,202
				10,120
China (3.5%)
Sovereign (3.5%)
Sinopec Group Overseas Development 2013 Ltd., 4.38%, 10/17/23		7,770		8,162
Three Gorges Finance I Cayman Islands Ltd., 3.70%, 6/10/25 (d)		838		847
				9,009
Colombia (2.3%)
Corporate Bond (0.2%)
Ecopetrol SA, 5.88%, 5/28/45		628		557

	Face Amount (000)		Value (000)
Sovereign (2.1%)
Colombia Government International Bond, 4.38%, 7/12/21 (e)	$	530	$	555
5.00%, 6/15/45		3,000		2,790
11.75%, 2/25/20 (e)		1,550		2,116
				5,461
				6,018
Croatia (1.5%)
Sovereign (1.5%)
Croatia Government International Bond, 5.50%, 4/4/23		1,620		1,674
6.00%, 1/26/24 (d)		2,040		2,167
				3,841
Dominican Republic (2.1%)
Sovereign (2.1%)
Dominican Republic International Bond, 6.85%, 1/27/45 (d)		4,464		4,576
7.45%, 4/30/44 (d)		739		811
				5,387
Ecuador (0.7%)
Sovereign (0.7%)
Ecuador Government International Bond, 10.50%, 3/24/20		1,830		1,844
El Salvador (0.4%)
Sovereign (0.4%)
El Salvador Government International Bond, 6.38%, 1/18/27 (d)		1,130		1,099
Ethiopia (0.7%)
Sovereign (0.7%)
Federal Democratic Republic of Ethiopia, 6.63%, 12/11/24 (d)		1,900		1,883
Gabon (0.5%)
Sovereign (0.5%)
Gabonese Republic, 6.95%, 6/16/25 (d)(e)		1,310		1,303
Honduras (0.5%)
Sovereign (0.5%)
Republic of Honduras, 8.75%, 12/16/20		1,160		1,320
Hungary (3.6%)
Sovereign (3.6%)
Hungary Government International Bond, 5.38%, 3/25/24		2,502		2,718
5.75%, 11/22/23		4,640		5,162
6.38%, 3/29/21		1,110		1,265
				9,145
Indonesia (9.3%)
Sovereign (9.3%)
Indonesia Government International Bond, 5.13%, 1/15/45 (d)		1,650		1,578
5.88%, 1/15/24 (d)		1,870		2,071
7.75%, 1/17/38		2,925		3,737

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Indonesia (cont'd)
Majapahit Holding BV, 7.75%, 1/20/20	$	3,850	$	4,461
Pertamina Persero PT, 4.30%, 5/20/23		2,000		1,920
4.88%, 5/3/22		2,900		2,933
5.25%, 5/23/21		200		208
6.45%, 5/30/44 (d)(e)		1,870		1,851
Perusahaan Listrik Negara PT, 5.50%, 11/22/21		4,660		4,951
				23,710
Iraq (0.4%)
Sovereign (0.4%)
Republic of Iraq, 5.80%, 1/15/28		1,250		1,017
Ivory Coast (1.5%)
Sovereign (1.5%)
Ivory Coast Government International Bond, 5.38%, 7/23/24 (d)(e)		780		739
5.75%, 12/31/32		3,230		3,061
				3,800
Jamaica (0.4%)
Sovereign (0.4%)
Jamaica Government International Bond, 7.63%, 7/9/25		920		1,035
Kazakhstan (4.0%)
Sovereign (4.0%)
Development Bank of Kazakhstan JSC, 4.13%, 12/10/22 (d)		1,770		1,584
KazAgro National Management Holding JSC, 4.63%, 5/24/23 (d)		2,120		1,876
Kazakhstan Government International Bond, 3.88%, 10/14/24 (d)(e)		2,600		2,457
KazMunayGas National Co., JSC, 6.00%, 11/7/44 (d)		2,130		1,835
9.13%, 7/2/18		2,230		2,528
				10,280
Kenya (1.2%)
Sovereign (1.2%)
Kenya Government International Bond, 6.88%, 6/24/24 (d)		3,030		3,089
Lithuania (1.1%)
Sovereign (1.1%)
Lithuania Government International Bond, 6.63%, 2/1/22		1,330		1,587
7.38%, 2/11/20		925		1,104
				2,691
Mexico (13.4%)
Corporate Bonds (4.6%)
Alfa SAB de CV, 6.88%, 3/25/44		2,150		2,209
Cemex Finance LLC, 9.38%, 10/12/22		2,200		2,461

	Face Amount (000)		Value (000)
Elementia SAB de CV, 5.50%, 1/15/25 (d)(e)	$	800	$	814
Fermaca Enterprises S de RL de CV, 6.38%, 3/30/38 (d)(e)		2,615		2,667
Nemak SA de CV, 5.50%, 2/28/23 (d)		1,560		1,607
5.50%, 2/28/23		2,000		2,060
				11,818
Sovereign (8.8%)
Mexico Government International Bond, 4.00%, 10/2/23		1,500		1,545
4.60%, 1/23/46		2,530		2,350
6.05%, 1/11/40		1,482		1,689
Petroleos Mexicanos, 4.88%, 1/24/22		3,560		3,711
5.50%, 1/21/21		1,470		1,598
5.63%, 1/23/46 (d)		2,200		2,062
6.38%, 1/23/45		2,860		2,949
6.50%, 6/2/41		2,330		2,435
6.63%, 6/15/38		1,176		1,247
8.00%, 5/3/19		1,176		1,381
8.63%, 12/1/23		1,350		1,673
				22,640
				34,458
Mozambique (0.4%)
Sovereign (0.4%)
EMATUM Via Mozambique EMATUM Finance 2020 BV, 6.31%, 9/11/20		1,100		1,028
Panama (2.1%)
Sovereign (2.1%)
Panama Government International Bond, 4.00%, 9/22/24		1,594		1,610
5.20%, 1/30/20		1,930		2,131
8.88%, 9/30/27		1,183		1,680
				5,421
Paraguay (1.0%)
Sovereign (1.0%)
Republic of Paraguay, 4.63%, 1/25/23 (d)		880		893
6.10%, 8/11/44 (d)		1,580		1,612
				2,505
Peru (2.9%)
Corporate Bonds (1.4%)
Banco de Credito del Peru, 6.13%, 4/24/27 (d)(e)(g)		2,280		2,443
Union Andina de Cementos SAA, 5.88%, 10/30/21 (d)(e)		1,040		1,054
				3,497

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Peru (cont'd)
Sovereign (1.5%)
Corporación Financiera de Desarrollo SA, 5.25%, 7/15/29 (d)(g)	$	1,298	$	1,311
Fondo MIVIVIENDA SA, 3.50%, 1/31/23 (d)(e)		207		197
Peruvian Government International Bond, 6.55%, 3/14/37 (e)		1,800		2,250
				3,758
				7,255
Philippines (4.7%)
Sovereign (4.7%)
Philippine Government International Bond, 3.95%, 1/20/40		4,196		4,249
8.38%, 6/17/19		546		678
9.50%, 2/2/30		4,391		7,124
				12,051
Poland (2.1%)
Sovereign (2.1%)
Poland Government International Bond, 3.00%, 3/17/23		4,450		4,380
4.00%, 1/22/24		650		683
5.00%, 3/23/22		250		278
				5,341
Russia (7.5%)
Sovereign (7.5%)
Russian Foreign Bond — Eurobond, 4.50%, 4/4/22		15,200		14,953
5.63%, 4/4/42		4,600		4,341
				19,294
Serbia (0.9%)
Sovereign (0.9%)
Republic of Serbia, 4.88%, 2/25/20		850		860
7.25%, 9/28/21		1,335		1,500
				2,360
South Africa (2.8%)
Corporate Bond (0.4%)
MTN Mauritius Investments Ltd., 4.76%, 11/11/24 (d)		1,140		1,137
Sovereign (2.4%)
Eskom Holdings SOC Ltd., 5.75%, 1/26/21 (d)		3,278		3,229
7.13%, 2/11/25 (d)(e)		2,080		2,109
Transnet SOC Ltd., 4.00%, 7/26/22 (d)(e)		950		917
				6,255
				7,392

	Face Amount (000)		Value (000)
Sri Lanka (0.5%)
Sovereign (0.5%)
Sri Lanka Government International Bond, 5.88%, 7/25/22 (d)	$	580	$	573
6.25%, 10/4/20		139		143
6.25%, 10/4/20 (d)		510		524
				1,240
Tunisia (0.5%)
Sovereign (0.5%)
Banque Centrale de Tunisie SA, 5.75%, 1/30/25 (d)		1,300		1,274
Turkey (5.9%)
Sovereign (5.9%)
Export Credit Bank of Turkey, 5.88%, 4/24/19 (d)		3,210		3,399
Turkey Government International Bond, 3.25%, 3/23/23 (e)		740		691
4.88%, 4/16/43		2,000		1,827
5.63%, 3/30/21		7,200		7,797
6.88%, 3/17/36		1,200		1,397
				15,111
Venezuela (5.6%)
Sovereign (5.6%)
Petroleos de Venezuela SA, 6.00%, 11/15/26		21,890		7,826
8.50%, 11/2/17		4,855		3,350
9.00%, 11/17/21		3,400		1,402
Venezuela Government International Bond, 6.00%, 12/9/20		880		330
9.00%, 5/7/23		2,030		797
11.75%, 10/21/26		1,240		539
				14,244
Total Fixed Income Securities (Cost $250,729)				243,498
	No. of Warrants
Warrants (0.1%)
Nigeria (0.1%)
Central Bank of Nigeria, expires 11/15/20 (g)(h)		750		104
Venezuela (0.0%)
Venezuela Government International Bond, Oil-Linked Payment Obligation, expires 4/15/20 (g)(h)		3,750		39
Total Warrants (Cost $—)				143
	Shares
Short-Term Investments (11.5%)
Securities held as Collateral on Loaned Securities (7.8%)
Investment Company (6.6%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G)		16,805,693		16,806

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Repurchase Agreements (1.2%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $1,534; fully collateralized by a U.S. Government obligation; 2.75% due 5/31/17; valued at $1,565)	$	1,534	$	1,534
Merrill Lynch & Co., Inc., (0.14%, dated 6/30/15, due 7/1/15; proceeds $1,534; fully collateralized by a U.S. Government obligation; 0.00% due 7/2/15; valued at $1,565)		1,534		1,534
				3,068
Total Securities held as Collateral on Loaned Securities (Cost $19,874)				19,874
	Shares
Investment Company (3.7%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $9,441)		9,440,665		9,441
Total Short-Term Investments (Cost $29,315)				29,315
Total Investments (106.5%) (Cost $280,044) Including $24,898 of Securities Loaned (i)				272,956
Liabilities in Excess of Other Assets (-6.5%)				(16,579	)
Net Assets			$	256,377

(a)  Multi-step — Coupon rate changes in predetermined increments to maturity. Rate disclosed is as of June 30, 2015. Maturity date disclosed is the ultimate maturity date.

(b)  Issuer in bankruptcy.

(c)  Non-income producing security; bond in default.

(d)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(e)  All or a portion of this security was on loan at June 30, 2015.

(f)  Perpetual — One or more securities do not have a predetermined maturity date. Rates for these securities are fixed for a period of time, after which they revert to a floating rate. Interest rates in effect are as of June 30, 2015.

(g)  Variable/Floating Rate Security — Interest rate changes on these instruments are based on changes in a designated base rate. The rates shown are those in effect on June 30, 2015.

(h)  Security has been deemed illiquid at June 30, 2015.

(i)  Securities are available for collateral in connection with an open futures contract.

Futures Contract:

The Portfolio had the following futures contract open at June 30, 2015:

	Number of Contracts		Value (000)			Expiration Date	Unrealized Appreciation (000)
Short:
U.S. Treasury 10 yr. Note		45	$	(5,678	)	Sep-15	$	50

Portfolio Composition*

Classification	Percentage of Total Investments
Sovereign		84.5	%
Corporate Bonds		11.7
Other**		3.8
Total Investments		100.0	%***

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

**  Industries and/or investment types representing less than 5% of total investments.

***  Does not include an open short futures contract with an underlying face amount of approximately $5,678,000 with unrealized appreciation of approximately $50,000.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Emerging Markets Debt Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $253,797)	$	246,709
Investment in Security of Affiliated Issuer, at Value (Cost $26,247)		26,247
Total Investments in Securities, at Value (Cost $280,044)		272,956
Cash		852
Interest Receivable		3,872
Receivable for Portfolio Shares Sold		104
Receivable for Variation Margin on Futures Contract		70
Receivable from Affiliate		1
Other Assets		17
Total Assets		277,872
Liabilities:
Collateral on Securities Loaned, at Value		20,726
Payable for Advisory Fees		486
Payable for Portfolio Shares Redeemed		114
Payable for Servicing Fees		72
Payable for Professional Fees		25
Deferred Capital Gain Country Tax		18
Payable for Administration Fees		17
Payable for Custodian Fees		6
Payable for Transfer Agency Fees		2
Payable for Directors' Fees and Expenses		2
Payable for Distribution Fees — Class II Shares		1
Other Liabilities		26
Total Liabilities		21,495
NET ASSETS	$	256,377
Net Assets Consist of:
Paid-in-Capital	$	254,390
Accumulated Undistributed Net Investment Income		20,009
Accumulated Net Realized Loss		(10,966	)
Unrealized Appreciation (Depreciation) on:
Investments (Net of $18 of Deferred Capital Gain Country Tax)		(7,106	)
Futures Contracts		50
Foreign Currency Translations		(—	@)
Net Assets	$	256,377
CLASS I:
Net Assets	$	236,477
Net Asset Value, Offering and Redemption Price Per Share Applicable to 29,193,969 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	8.10
CLASS II:
Net Assets	$	19,900
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,472,899 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	8.05
(1) Including:
Securities on Loan, at Value:	$	24,898

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Emerging Markets Debt Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	7,926
Income from Securities Loaned — Net		76
Dividends from Securities of Unaffiliated Issuers		23
Dividends from Security of Affiliated Issuer (Note G)		3
Total Investment Income		8,028
Expenses:
Advisory Fees (Note B)		967
Administration Fees (Note C)		248
Servicing Fees (Note C)		72
Professional Fees		52
Distribution Fees — Class II Shares (Note D)		31
Shareholder Reporting Fees		18
Custodian Fees (Note F)		14
Pricing Fees		8
Transfer Agency Fees (Note E)		5
Directors' Fees and Expenses		4
Other Expenses		8
Total Expenses		1,427
Distribution Fees — Class II Shares Waived (Note D)		(26	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		1,400
Net Investment Income		6,628
Realized Loss:
Investments Sold		(1,494	)
Foreign Currency Forward Exchange Contracts		(3	)
Foreign Currency Transactions		(5	)
Futures Contracts		(151	)
Net Realized Loss		(1,653	)
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $18)		(122	)
Foreign Currency Translations		—	@
Futures Contracts		45
Net Change in Unrealized Appreciation (Depreciation)		(77	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(1,730	)
Net Increase in Net Assets Resulting from Operations	$	4,898

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Emerging Markets Debt Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	6,628		$	13,338
Net Realized Loss		(1,653	)		(5,768	)
Net Change in Unrealized Appreciation (Depreciation)		(77	)		661
Net Increase in Net Assets Resulting from Operations		4,898			8,231
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(14,437	)
Net Realized Gain		—			(1,986	)
Class II:
Net Investment Income		—			(1,189	)
Net Realized Gain		—			(165	)
Total Distributions		—			(17,777	)
Capital Share Transactions:(1)
Class I:
Subscribed		11,589			18,453
Distributions Reinvested		—			16,423
Redeemed		(23,578	)		(54,407	)
Class II:
Subscribed		2,647			6,399
Distributions Reinvested		—			1,354
Redeemed		(2,591	)		(8,004	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(11,933	)		(19,782	)
Total Decrease in Net Assets		(7,035	)		(29,328	)
Net Assets:
Beginning of Period		263,412			292,740
End of Period (Including Accumulated Undistributed Net Investment Income of $20,009 and $13,381)	$	256,377		$	263,412
(1) Capital Share Transactions:
Class I:
Shares Subscribed		1,417			2,183
Shares Issued on Distributions Reinvested		—			1,967
Shares Redeemed		(2,909	)		(6,568	)
Net Decrease in Class I Shares Outstanding		(1,492	)		(2,418	)
Class II:
Shares Subscribed		324			760
Shares Issued on Distributions Reinvested		—			163
Shares Redeemed		(321	)		(966	)
Net Increase (Decrease) in Class II Shares Outstanding		3			(43	)

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Emerging Markets Debt Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	7.95		$	8.22		$	9.52		$	8.31		$	8.14		$	7.75
Income (Loss) from Investment Operations:
Net Investment Income†		0.21			0.39			0.40			0.37			0.41			0.40
Net Realized and Unrealized Gain (Loss)		(0.06	)		(0.13	)		(1.23	)		1.10			0.15			0.33
Total from Investment Operations		0.15			0.26			(0.83	)		1.47			0.56			0.73
Distributions from and/or in Excess of:
Net Investment Income		—			(0.47	)		(0.36	)		(0.26	)		(0.30	)		(0.34	)
Net Realized Gain		—			(0.06	)		(0.11	)		—			(0.09	)		—
Total Distributions		—			(0.53	)		(0.47	)		(0.26	)		(0.39	)		(0.34	)
Net Asset Value, End of Period	$	8.10		$	7.95		$	8.22		$	9.52		$	8.31		$	8.14
Total Return ++		1.89	%#		2.93	%		(8.75	)%		17.96	%		7.03	%		9.74	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	236,477		$	243,906		$	272,200		$	403,697		$	255,316		$	227,693
Ratio of Expenses to Average Net Assets		1.08	%+*		1.08	%+		1.06	%+		1.04	%+		1.04	%+		1.07	%+
Ratio of Net Investment Income to Average Net Assets		5.15	%+*		4.69	%+		4.48	%+		4.18	%+		4.95	%+		4.96	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		22	%#		81	%		88	%		39	%		52	%		89	%

†  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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Emerging Markets Debt Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	7.90		$	8.17		$	9.46		$	8.26		$	8.10		$	7.71
Income (Loss) from Investment Operations:
Net Investment Income†		0.20			0.39			0.39			0.37			0.40			0.39
Net Realized and Unrealized Gain (Loss)		(0.05	)		(0.13	)		(1.22	)		1.08			0.15			0.33
Total from Investment Operations		0.15			0.26			(0.83	)		1.45			0.55			0.72
Distributions from and/or in Excess of:
Net Investment Income		—			(0.47	)		(0.35	)		(0.25	)		(0.30	)		(0.33	)
Net Realized Gain		—			(0.06	)		(0.11	)		—			(0.09	)		—
Total Distributions		—			(0.53	)		(0.46	)		(0.25	)		(0.39	)		(0.33	)
Net Asset Value, End of Period	$	8.05		$	7.90		$	8.17		$	9.46		$	8.26		$	8.10
Total Return ++		1.90	%#		2.89	%		(8.76	)%		17.88	%		6.88	%		9.74	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	19,900		$	19,506		$	20,540		$	27,815		$	30,852		$	31,360
Ratio of Expenses to Average Net Assets(1)		1.13	%+*		1.13	%+		1.11	%+		1.09	%+		1.09	%+		1.12	%+
Ratio of Net Investment Income to Average Net Assets(1)		5.10	%+*		4.64	%+		4.43	%+		4.13	%+		4.90	%+		4.91	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		22	%#		81	%		88	%		39	%		52	%		89	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.40	%*		1.43	%		1.41	%		1.40	%		1.40	%		1.43	%+
Net Investment Income to Average Net Assets		4.83	%*		4.34	%		4.13	%		3.82	%		4.59	%		4.60	%+

†  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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Emerging Markets Debt Portfolio. The Portfolio seeks high total return by investing primarily in fixed income securities of government and government-related issuers and, to a lesser extent, of corporate issuers in emerging market countries. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) Certain portfolio securities may be valued by an outside pricing service approved by the Fund's Board of Directors (the "Directors"). The pricing service may utilize a matrix system or other model incorporating attributes such as security quality, maturity and coupon as the evaluation model parameters, and/or research evaluations by its staff, including review of broker-dealer market price quotations in determining what it believes is the fair valuation of the portfolios securities valued by such pricing service; (2) futures are valued at the latest price published by the commodities exchange on which they trade; (3) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser") determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally,

developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer,

analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Fixed Income Securities
Corporate Bonds	$	—	$	29,743	$	—	$	29,743
Sovereign		—		213,755		—		213,755
Total Fixed Income Securities		—		243,498		—		243,498
Warrants		—		143		—		143
Short-Term Investments
Investment Company		26,247		—		—		26,247
Repurchase Agreements		—		3,068		—		3,068
Total Short-Term Investments		26,247		3,068		—		29,315
Futures Contract		50		—		—		50
Total Assets	$	26,297	$	246,709	$	—	$	273,006

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, the Portfolio did not have any investments transfer between investment levels.

3.  Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to market on a daily basis to determine

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar

equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Structured Investments: The Portfolio invested a portion of its assets in structured investments. A structured investment is a derivative security designed to offer a return linked to a particular underlying security, currency, commodity or market. Structured investments may come in various forms including notes (such as exchange-traded notes), warrants and options to purchase securities. The Portfolio will typically use structured investments to gain exposure to a permitted underlying security, currency, commodity or market when direct access to a market is limited or inefficient from a tax or cost standpoint. There can be no assurance that structured investments will trade at the same price or have the same value as the underlying security, currency, commodity or market. Investments in structured investments involve risks including issuer risk, counterparty risk and market risk. Holders of structured investments bear risks of the underlying investment and are subject to issuer or counterparty risk because the Portfolio is relying on the creditworthiness of such issuer or counterparty and has

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

no rights with respect to the underlying investment. Certain structured investments may be thinly traded or have a limited trading market and may have the effect of increasing the Portfolio's illiquidity to the extent that the Portfolio, at a particular time, may be unable to find qualified buyers for these securities.

6.  Derivatives: The Portfolio may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Portfolio's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Portfolio to be more volatile than if the Portfolio had not been leveraged. Although the Adviser seeks to use derivatives to further the Portfolio's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Portfolio used during the period and their associated risks:

Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Portfolio also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Portfolio's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Portfolio than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Portfolio as unrealized gain or loss. The Portfolio records realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the time it was opened and the value at the time it was closed.

As of June 30, 2015, the Portfolio did not have any open foreign currency forward exchange contracts.

Futures: A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return, and the potential loss from futures contracts can exceed the Portfolio's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Portfolio of margin deposits in the event of bankruptcy of a broker with which the Portfolio has open positions in the futures contract.

FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Portfolio uses derivative instruments, how these derivative instruments are accounted for and their effects on the Portfolio's financial position and results of operations.

The following table sets forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2015.

	Asset Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Futures Contracts	Variation Margin on Futures Contracts	Interest Rate Risk	$	50	(a)

(a)  This amount represents the cumulative appreciation (depreciation) as reported in the Portfolio of Investments. The Statement of Assets and Liabilities only reflects the current day's net variation margin.

The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2015 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(3	)
Interest Rate Risk	Futures Contracts		(151	)
Total		$	(154	)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Interest Rate Risk	Futures Contracts	$	45

For the six months ended June 30, 2015, the approximate average monthly amount outstanding for each derivative type is as follows:

Futures Contracts:
Average monthly original value	$	33,368,000

7.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned – Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	24,898	(b)	$	—	$	(24,898	)(c)(d)	$	0

(b)  Represents market value of loaned securities at period end.

(c)  The Portfolio received cash collateral of approximately $20,726,000, of which approximately $19,874,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $852,000, which is not reflected in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $4,653,000 in the form of U.S. Government obligations, which the Portfolio cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.

(d)  The actual collateral received is greater than the amount shown here due to overcollateralization.

8.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

9.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally associated with investments in the United States. In certain

markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share registration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

10.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Over $1 billion
	0.75	%		0.70	%		0.65	%

For the six months ended June 30, 2015, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.75% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.30% for Class I shares and 1.35% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. This arrangement had no effect during the most recent reporting period.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

19

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.30% of the 0.35% distribution fee that it may receive. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor has agreed to waive 0.20% of the 0.25% distribution fee that it may receive. This fee waiver will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action appropriate. For the six months ended June 30, 2015, this waiver amounted to approximately $26,000.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $55,277,000 and $68,989,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $1,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	22,361	$	63,358	$	59,472	$	3	$	26,247

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the

20

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014 remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	15,626	$	2,151	$	15,086	$	4,190

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, paydown adjustments, defaulted bonds and distribution redesignation, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)		Accumulated Net Realized (Loss) (000)			Paid-in- Capital (000)
$	49	$	(49	)	$	—

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	13,414	$	—

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $7,927,000 and the aggregate gross unrealized depreciation is

approximately $15,015,000 resulting in net unrealized depreciation of approximately $7,088,000.

At December 31, 2014, the Portfolio had available for Federal income tax purposes unused short term and long term capital losses of approximately $2,138,000 and $5,964,000, respectively, that do not have an expiration date.

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Portfolio for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 78.9% and 78.4% for Class I and Class II shares, respectively.

21

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFEMDSAN
1257819 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Emerging Markets Equity Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		9
Statement of Operations		10
Statements of Changes in Net Assets		11
Financial Highlights		12
Notes to Financial Statements		14
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Emerging Markets Equity Portfolio

As a shareholder of the Emerging Markets Equity Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Emerging Markets Equity Portfolio Class I	$	1,000.00	$	1,046.50	$	1,017.75	$	7.21	$	7.10		1.42	%
Emerging Markets Equity Portfolio Class II		1,000.00		1,046.70		1,017.50		7.46		7.35		1.47

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Advisers (as defined herein), to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The Adviser and Sub-Advisers together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was better than its peer group average for the one- and five-year periods but below its peer group average for the three-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's management fee was higher than its peer group average and the total expense ratio was higher but close to its peer group average. After discussion, the Board concluded that the Portfolio's (i) performance was competitive; (ii) management fee was acceptable; and (iii) total expense ratio was competitive with its peer group average.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Emerging Markets Equity Portfolio

	Shares		Value (000)
Common Stocks (98.5%)
Argentina (0.4%)
YPF SA ADR		52,327	$	1,435
Austria (2.1%)
Erste Group Bank AG (a)		169,961		4,827
Vienna Insurance Group AG Wiener Versicherung Gruppe (b)		69,189		2,374
				7,201
Brazil (6.5%)
Banco Bradesco SA (Preference)		370,584		3,397
BRF SA		327,498		6,918
CCR SA		284,235		1,363
Itau Unibanco Holding SA (Preference)		389,953		4,292
MercadoLibre, Inc. (b)		16,771		2,377
Raia Drogasil SA		167,037		2,153
Ultrapar Participacoes SA		88,449		1,869
				22,369
Chile (0.5%)
SACI Falabella		257,051		1,795
China (17.8%)
BAIC Motor Corp., Ltd. H Shares (a)(c)(d)		107,000		129
Bank of China Ltd. H Shares (c)		15,609,000		10,149
China Construction Bank Corp. H Shares (c)		7,153,230		6,534
China Life Insurance Co., Ltd. H Shares (c)		919,000		4,001
China Machinery Engineering Corp. H Shares (c)		340,000		367
China Mengniu Dairy Co., Ltd. (c)		434,000		2,164
China Mobile Ltd. (c)		541,500		6,933
China Overseas Land & Investment Ltd. (c)		648,000		2,286
China Pacific Insurance Group Co., Ltd. H Shares (c)		586,600		2,815
China Taiping Insurance Holdings Co., Ltd. (a)(c)		267,200		960
Chongqing Changan Automobile Co., Ltd. B Shares		261,300		668
CSPC Pharmaceutical Group Ltd. (c)		958,000		947
Huadian Power International Corp., Ltd. H Shares (c)		1,238,000		1,372
Huatai Securities Co., Ltd. H Shares (a)(c)(d)		280,200		792
JD.com, Inc. ADR (a)		50,499		1,722
Nan Ya Plastics Corp.		362,000		849
NetEase, Inc. ADR		6,526		945
Qihoo 360 Technology Co., Ltd. ADR (a)		10,762		729
Shenzhen International Holdings Ltd. (c)		613,000		1,071
Sihuan Pharmaceutical Holdings Group Ltd. (c)(e)		2,910,000		1,573
TAL Education Group ADR (a)		34,959		1,234
Tencent Holdings Ltd. (c)		600,500		11,984
Tsingtao Brewery Co., Ltd. H Shares (b)(c)		176,000		1,068
				61,292
Colombia (0.9%)
Cemex Latam Holdings SA (a)		220,234		1,079
Grupo de Inversiones Suramericana SA		73,156		1,039

	Shares		Value (000)
Grupo de Inversiones Suramericana SA (Preference)		56,514	$	790
				2,908
Czech Republic (1.1%)
Komercni Banka AS		17,044		3,778
Egypt (0.5%)
Commercial International Bank Egypt SAE		246,547		1,831
Hong Kong (2.1%)
AIA Group Ltd.		272,600		1,785
Samsonite International SA		1,555,200		5,377
				7,162
India (10.3%)
Ashok Leyland Ltd.		3,704,868		4,221
Bharat Petroleum Corp., Ltd.		182,649		2,522
Glenmark Pharmaceuticals Ltd.		210,822		3,291
HDFC Bank Ltd. (a)		214,739		4,185
ICICI Bank Ltd.		219,052		1,060
Idea Cellular Ltd.		452,485		1,252
IndusInd Bank Ltd. (a)		257,005		3,641
Marico Ltd.		371,511		2,623
Maruti Suzuki India Ltd.		56,058		3,688
Oil & Natural Gas Corp., Ltd.		78,530		382
Shree Cement Ltd.		15,217		2,710
Shriram Transport Finance Co., Ltd.		205,035		2,748
Sun Pharmaceutical Industries Ltd.		120,751		1,658
Tata Consultancy Services Ltd.		32,136		1,287
				35,268
Indonesia (2.5%)
AKR Corporindo Tbk PT		1,731,300		769
Kalbe Farma Tbk PT		12,623,300		1,586
Link Net Tbk PT (a)		3,161,100		1,203
Matahari Department Store Tbk PT		2,208,700		2,742
Surya Citra Media Tbk PT		3,894,000		840
XL Axiata Tbk PT (a)		4,718,800		1,304
				8,444
Korea, Republic of (12.4%)
Amorepacific Corp.		5,877		2,202
Cosmax, Inc.		7,642		1,381
Coway Co., Ltd.		39,613		3,246
Hotel Shilla Co., Ltd.		20,451		2,044
KB Financial Group, Inc.		88,727		2,935
Kia Motors Corp.		45,621		1,853
Korea Aerospace Industries Ltd.		17,692		1,261
LG Chem Ltd.		7,662		1,913
Lotte Chemical Corp.		7,439		1,927
NAVER Corp.		5,090		2,893
Nexon Co., Ltd.		118,200		1,627
Samsung Electronics Co., Ltd.		8,841		10,050
Samsung Electronics Co., Ltd. (Preference)		2,521		2,244
Samsung Life Insurance Co., Ltd.		20,838		2,008
Shinhan Financial Group Co., Ltd.		8,906		332
SK Hynix, Inc.		95,743		3,631

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Equity Portfolio

	Shares		Value (000)
Korea, Republic of (cont'd)
SK Telecom Co., Ltd.		5,073	$	1,137
				42,684
Laos (0.3%)
Kolao Holdings		47,716		956
Kolao Holdings GDR		1		—	@
				956
Malaysia (0.9%)
Astro Malaysia Holdings Bhd		1,644,700		1,342
IHH Healthcare Bhd (a)		1,038,400		1,558
				2,900
Mexico (6.6%)
Alfa SAB de CV		1,688,174		3,235
America Movil SAB de CV, Class L ADR		110,967		2,365
Cemex SAB de CV ADR (a)		520,417		4,767
El Puerto de Liverpool SAB de CV		112,189		1,295
Fomento Economico Mexicano SAB de CV ADR		69,635		6,204
Grupo Financiero Banorte SAB de CV Series O		363,289		1,997
Grupo Financiero Inbursa SAB de CV Series O		641,329		1,455
Mexichem SAB de CV		528,936		1,528
				22,846
Pakistan (0.7%)
United Bank Ltd.		1,471,300		2,468
Panama (0.3%)
Copa Holdings SA, Class A (b)		13,879		1,146
Peru (1.1%)
Credicorp Ltd.		28,006		3,891
Philippines (4.0%)
BDO Unibank, Inc.		582,200		1,400
DMCI Holdings, Inc.		3,750,150		1,098
International Container Terminal Services, Inc.		575,360		1,406
LT Group, Inc.		4,570,400		1,411
Metro Pacific Investments Corp.		19,824,400		2,080
Metropolitan Bank & Trust Co.		1,526,565		3,182
SM Investments Corp.		157,578		3,128
				13,705
Poland (3.7%)
Bank Pekao SA		60,094		2,876
Bank Zachodni WBK SA (a)		14,728		1,337
CCC SA		31,419		1,454
Jeronimo Martins SGPS SA		234,814		3,010
PKP Cargo SA		76,217		1,678
Polski Koncern Naftowy Orlen SA		112,138		2,202
				12,557
Qatar (0.1%)
Ooredoo QSC		15,805		378
Russia (1.8%)
Mail.ru Group Ltd. GDR (a)		85,944		1,792
NovaTek OAO (Registered GDR)		15,896		1,618
X5 Retail Group N.V. GDR (a)		70,634		1,176

	Shares		Value (000)
Yandex N.V., Class A (a)		106,327	$	1,618
				6,204
South Africa (7.3%)
Life Healthcare Group Holdings Ltd.		624,188		1,925
Mondi PLC		153,471		3,328
MTN Group Ltd.		234,907		4,417
Naspers Ltd., Class N		40,983		6,384
Sasol Ltd.		73,363		2,713
Steinhoff International Holdings Ltd. (b)		551,197		3,488
Vodacom Group Ltd.		249,786		2,848
				25,103
Switzerland (0.9%)
Coca-Cola HBC AG (a)		139,174		2,992
Taiwan (9.4%)
Advanced Semiconductor Engineering, Inc.		1,304,000		1,767
Catcher Technology Co., Ltd.		215,000		2,690
Chailease Holding Co., Ltd.		978,405		2,359
Delta Electronics, Inc.		277,000		1,418
Eclat Textile Co., Ltd.		125,444		2,057
Fubon Financial Holding Co., Ltd.		1,539,830		3,064
Ginko International Co., Ltd.		27,000		340
Hermes Microvision, Inc.		28,729		1,872
Largan Precision Co., Ltd.		28,000		3,199
Pegatron Corp.		372,000		1,089
Taiwan Mobile Co., Ltd.		381,000		1,272
Taiwan Semiconductor Manufacturing Co., Ltd.		1,861,000		8,474
Uni-President Enterprises Corp.		1,616,698		2,866
				32,467
Thailand (3.7%)
Advanced Info Service PCL (Foreign)		385,100		2,736
DKSH Holding AG (a)		27,856		2,014
Indorama Ventures PCL (Foreign)		1,958,100		1,609
Land and Houses PCL (Foreign)		4,180,360		1,095
Minor International PCL (Foreign)		1,575,930		1,400
PTT PCL (Foreign)		243,000		2,583
Total Access Communication PCL (Foreign)		326,600		805
Total Access Communication PCL NVDR		209,700		517
				12,759
United States (0.6%)
Yum! Brands, Inc.		24,499		2,207
Total Common Stocks (Cost $279,372)				338,746
Investment Company (0.5%)
Thailand (0.5%)
BTS Rail Mass Transit Growth Infrastructure Fund (Foreign) (Units) (f) (Cost $1,996)		5,418,325		1,636
Short-Term Investments (3.0%)
Securities held as Collateral on Loaned Securities (2.7%)
Investment Company (2.3%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G)		7,885,987		7,886

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Equity Portfolio

	Face Amount (000)		Value (000)
Repurchase Agreements (0.4%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $720; fully collateralized by a U.S. Government obligation; 2.75% due 5/31/17; valued at $734)	$	720	$	720
Merrill Lynch & Co., Inc., (0.14%, dated 6/30/15, due 7/1/15; proceeds $720; fully collateralized by a U.S. Government obligation; Zero Coupon due 7/2/15; valued at $734)		720		720
				1,440
Total Securities held as Collateral on Loaned Securities (Cost $9,326)				9,326
	Shares
Investment Company (0.3%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $1,201)		1,200,837		1,201
Total Short-Term Investments (Cost $10,527)				10,527
Total Investments (102.0%) (Cost $291,895) Including $9,453 of Securities Loaned (g)				350,909
Liabilities in Excess of Other Assets (-2.0%)				(6,927	)
Net Assets (100.0%)			$	343,982

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2015.

(c)  Security trades on the Hong Kong exchange.

(d)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(e)  Security has been deemed illiquid at June 30, 2015.

(f)  Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.

(g)  Securities are available for collateral in connection with open foreign currency forward exchange contracts.

@  Value is less than $500.

ADR  American Depositary Receipt.

GDR  Global Depositary Receipt.

NVDR  Non-Voting Depositary Receipt.

Foreign Currency Forward Exchange Contracts:

The Portfolio had the following foreign currency forward exchange contracts open at June 30, 2015:

Counterparty	Currency to Deliver (000)		Value (000)		Settlement Date	In Exchange For (000)		Value (000)		Unrealized Appreciation (Depreciation) (000)
State Street Bank and Trust Co.	JPY	187,524	$	1,533	7/16/15	USD	1,518	$	1,518	$	(15	)
State Street Bank and Trust Co.	JPY	5,622		46	7/16/15	USD	46		46		(—	@)
UBS AG	EUR	8,886		9,909	7/23/15	USD	9,991		9,991		82
			$	11,488				$	11,555	$	67

@  Amount is less than $500.

EUR  — Euro

JPY  — Japanese Yen

USD  — United States Dollar

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Equity Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		67.2	%
Banks		19.2
Wireless Telecommunication Services		7.1
Internet Software & Services		6.5
Total Investments		100.0	%***

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

**  Industries and/or investment types representing less than 5% of total investments.

***  Does not include open foreign currency forward exchange contracts with net unrealized appreciation of approximately $67,000.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Emerging Markets Equity Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $282,808)	$	341,822
Investment in Security of Affiliated Issuer, at Value (Cost $9,087)		9,087
Total Investments in Securities, at Value (Cost $291,895)		350,909
Foreign Currency, at Value (Cost $1,094)		1,097
Cash		399
Receivable for Investments Sold		2,269
Dividends Receivable		1,843
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		82
Tax Reclaim Receivable		39
Receivable for Portfolio Shares Sold		9
Receivable from Affiliate		—	@
Other Assets		40
Total Assets		356,687
Liabilities:
Collateral on Securities Loaned, at Value		9,725
Payable for Portfolio Shares Redeemed		966
Payable for Advisory Fees		894
Deferred Capital Gain Country Tax		457
Payable for Investments Purchased		322
Payable for Custodian Fees		125
Payable for Servicing Fees		96
Payable for Administration Fees		23
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		15
Payable for Professional Fees		15
Payable for Directors' Fees and Expenses		4
Payable for Transfer Agency Fees		3
Payable for Distribution Fees — Class II Shares		2
Other Liabilities		58
Total Liabilities		12,705
NET ASSETS	$	343,982
Net Assets Consist of:
Paid-in-Capital	$	318,883
Accumulated Undistributed Net Investment Income		2,714
Accumulated Net Realized Loss		(36,236	)
Unrealized Appreciation (Depreciation) on:
Investments (Net of $457 of Deferred Capital Gain Country Tax)		58,557
Foreign Currency Forward Exchange Contracts		67
Foreign Currency Translations		(3	)
Net Assets	$	343,982
CLASS I:
Net Assets	$	254,490
Net Asset Value, Offering and Redemption Price Per Share Applicable to 17,393,364 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	14.63
CLASS II:
Net Assets	$	89,492
Net Asset Value, Offering and Redemption Price Per Share Applicable to 6,138,804 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	14.58
(1) Including:
Securities on Loan, at Value:	$	9,453

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Emerging Markets Equity Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $643 of Foreign Taxes Withheld)	$	4,453
Income from Securities Loaned — Net		26
Dividends from Security of Affiliated Issuer (Note G)		7
Interest from Securities of Unaffiliated Issuers (Net of @ of Foreign Taxes Withheld)		—	@
Total Investment Income		4,486
Expenses:
Advisory Fees (Note B)		2,257
Administration Fees (Note C)		348
Custodian Fees (Note F)		242
Distribution Fees — Class II Shares (Note D)		142
Servicing Fees (Note C)		96
Professional Fees		58
Shareholder Reporting Fees		31
Transfer Agency Fees (Note E)		7
Pricing Fees		7
Directors' Fees and Expenses		5
Other Expenses		7
Total Expenses		3,200
Waiver of Advisory Fees (Note B)		(493	)
Distribution Fees — Class II Shares Waived (Note D)		(120	)
Rebate from Morgan Stanley Affiliate (Note G)		(5	)
Net Expenses		2,582
Net Investment Income		1,904
Realized Gain (Loss):
Investments Sold (Net of $45 of Capital Gain Country Tax)		(11,924	)
Foreign Currency Forward Exchange Contracts		1,008
Foreign Currency Transactions		(425	)
Net Realized Loss		(11,341	)
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $307)		26,251
Foreign Currency Forward Exchange Contracts		(266	)
Foreign Currency Translations		64
Net Change in Unrealized Appreciation (Depreciation)		26,049
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		14,708
Net Increase in Net Assets Resulting from Operations	$	16,612

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Emerging Markets Equity Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,904		$	1,972
Net Realized Gain (Loss)		(11,341	)		10,971
Net Change in Unrealized Appreciation (Depreciation)		26,049			(30,778	)
Net Increase (Decrease) in Net Assets Resulting from Operations		16,612			(17,835	)
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(1,070	)
Class II:
Net Investment Income		—			(333	)
Total Distributions		—			(1,403	)
Capital Share Transactions:(1)
Class I:
Subscribed		12,929			56,790
Distributions Reinvested		—			1,070
Redeemed		(39,192	)		(45,908	)
Class II:
Subscribed		8,335			26,250
Distributions Reinvested		—			333
Redeemed		(10,757	)		(36,342	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(28,685	)		2,193
Total Decrease in Net Assets		(12,073	)		(17,045	)
Net Assets:
Beginning of Period		356,055			373,100
End of Period (Including Accumulated Undistributed Net Investment Income of $2,714 and $810)	$	343,982		$	356,055
(1) Capital Share Transactions:
Class I:
Shares Subscribed		883			3,774
Shares Issued on Distributions Reinvested		—			69
Shares Redeemed		(2,674	)		(3,120	)
Net Increase (Decrease) in Class I Shares Outstanding		(1,791	)		723
Class II:
Shares Subscribed		566			1,771
Shares Issued on Distributions Reinvested		—			21
Shares Redeemed		(741	)		(2,431	)
Net Decrease in Class II Shares Outstanding		(175	)		(639	)

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Emerging Markets Equity Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	13.98		$	14.69		$	15.03		$	12.53		$	15.38		$	13.01
Income (Loss) from Investment Operations:
Net Investment Income†		0.08			0.08			0.08			0.08			0.11			0.04
Net Realized and Unrealized Gain (Loss)		0.57			(0.73	)		(0.24	)		2.42			(2.90	)		2.37
Total from Investment Operations		0.65			(0.65	)		(0.16	)		2.50			(2.79	)		2.41
Distributions from and/or in Excess of:
Net Investment Income		—			(0.06	)		(0.18	)		—			(0.06	)		(0.08	)
Regulatory Settlement Proceeds		—			—			—			—			—			0.04	^^
Net Asset Value, End of Period	$	14.63		$	13.98		$	14.69		$	15.03		$	12.53		$	15.38
Total Return ++		4.65	%#		(4.49	)%		(1.02	)%		19.95	%		(18.22	)%		19.02	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	254,490		$	268,121		$	271,285		$	302,315		$	423,692		$	681,350
Ratio of Expenses to Average Net Assets(1)		1.42	%+^*		1.42	%+^		1.41	%+^		1.44	%+^		1.56	%+^		1.59	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			1.44	%+		N/A			N/A
Ratio of Net Investment Income to Average Net Assets(1)		1.06	%+*		0.53	%+		0.57	%+		0.56	%+		0.80	%+		0.30	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		19	%#		45	%		48	%		46	%		57	%		63	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.69	%*		1.70	%		1.71	%		1.65	%		1.60	%		1.61	%+
Net Investment Income to Average Net Assets		0.79	%*		0.25	%		0.27	%		0.35	%		0.76	%		0.28	%+

†  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."

^^  During the year ended December 31, 2010, the Portfolio received a regulatory settlement from an unaffiliated third party, which had an impact of 0.31% on total return. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had this settlement not occurred, the total return for Class I would have been approximately 18.71%.

^  Effective March 1, 2012, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.42% for Class I shares. Prior to March 1, 2012, the maximum ratio was 1.55% for Class I shares. Prior to July 1, 2011, the maximum ratio was 1.60% for Class I shares.

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Emerging Markets Equity Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	13.93		$	14.64		$	14.98		$	12.50		$	15.34		$	12.98
Income (Loss) from Investment Operations:
Net Investment Income†		0.08			0.07			0.08			0.07			0.11			0.03
Net Realized and Unrealized Gain (Loss)		0.57			(0.73	)		(0.25	)		2.41			(2.90	)		2.37
Total from Investment Operations		0.65			(0.66	)		(0.17	)		2.48			(2.79	)		2.40
Distributions from and/or in Excess of:
Net Investment Income		—			(0.05	)		(0.17	)		—			(0.05	)		(0.08	)
Regulatory Settlement Proceeds		—			—			—			—			—			0.04	^^
Net Asset Value, End of Period	$	14.58		$	13.93		$	14.64		$	14.98		$	12.50		$	15.34
Total Return ++		4.67	%#		(4.55	)%		(1.10	)%		19.84	%		(18.24	)%		18.94	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	89,492		$	87,934		$	101,815		$	124,551		$	360,059		$	493,497
Ratio of Expenses to Average Net Assets(1)		1.47	%+^*		1.47	%+^		1.46	%+^		1.49	%+^		1.61	%+^		1.64	%+^
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			1.49	%+		N/A			N/A
Ratio of Net Investment Income to Average Net Assets(1)		1.01	%+*		0.48	%+		0.52	%+		0.51	%+		0.75	%+		0.25	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		19	%#		45	%		48	%		46	%		57	%		63	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		2.01	%*		2.05	%		2.06	%		2.00	%		1.95	%		1.96	%+
Net Investment Income (Loss) to Average Net Assets		0.47	%*		(0.10	)%		(0.08	)%		(0.00	)%§		0.41	%		(0.07	)%+

†  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."

^^  During the year ended December 31, 2010, the Portfolio received a regulatory settlement from an unaffiliated third party, which had an impact of 0.31% on the total return. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had this settlement not occurred, the total return for Class II would have been approximately 18.63%.

^  Effective March 1, 2012, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.47% for Class II shares. Prior to March 1, 2012, the maximum ratio was 1.60% for Class II shares. Prior to July 1, 2011, the maximum ratio was 1.65% for Class II shares.

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Emerging Markets Equity Portfolio. The Portfolio's adviser, Morgan Stanley Investment Management Inc. (the "Adviser") and sub-advisers, Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), seek long-term capital appreciation by investing primarily in growth-oriented equity securities of issuers in emerging market countries. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Advisers determine that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a

security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

  The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

  The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair

value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Common Stocks
Aerospace & Defense	$	1,261	$	—	$	—	$	1,261
Airlines		1,146		—		—		1,146
Automobiles		2,650		3,688		—		6,338
Banks		57,741		7,826		—		65,567
Beverages		11,675		—		—		11,675
Capital Markets		792		—		—		792
Chemicals		6,217		1,609		—		7,826
Construction & Engineering		367		—		—		367
Construction Materials		8,556		—		—		8,556
Consumer Finance		2,748		—		—		2,748
Diversified Consumer Services		1,234		—		—		1,234
Diversified Financial Services		9,332		—		—		9,332
Diversified Telecommunication Services		2,885		—		—		2,885
Electronic Equipment, Instruments & Components		4,617		—		—		4,617
Food & Staples Retailing		6,339		—		—		6,339
Food Products		11,948		—		—		11,948
Health Care Equipment & Supplies		340		—		—		340
Health Care Providers & Services		3,483		—		—		3,483
Hotels, Restaurants & Leisure		2,207		1,400		—		3,607
Household Durables		6,734		—		—		6,734

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)		Total (000)
Common Stocks (cont'd)
Independent Power Producers & Energy Traders	$	1,372	$	—		$	—	$	1,372
Industrial Conglomerates		7,461		—			—		7,461
Information Technology Services		1,287		—			—		1,287
Insurance		13,943		—			—		13,943
Internet & Catalog Retail		1,722		—			—		1,722
Internet Software & Services		22,338		—			—		22,338
Machinery		4,221		—			—		4,221
Media		8,566		—			—		8,566
Multi-line Retail		5,832		—			—		5,832
Oil, Gas & Consumable Fuels		12,741		2,583			—		15,324
Paper & Forest Products		3,328		—			—		3,328
Personal Products		6,206		—			—		6,206
Pharmaceuticals		7,482		1,573			—		9,055
Professional Services		2,014		—			—		2,014
Real Estate Management & Development		2,286		1,095			—		3,381
Road & Rail		1,678		—			—		1,678
Semiconductors & Semiconductor Equipment		15,744		—			—		15,744
Software		1,627		—			—		1,627
Specialty Retail		3,000		—	@		—		3,000
Tech Hardware, Storage & Peripherals		16,073		—			—		16,073
Textiles, Apparel & Luxury Goods		8,888		—			—		8,888
Trading Companies & Distributors		769		—			—		769
Transportation Infrastructure		3,840		—			—		3,840
Wireless Telecommunication Services		20,741		3,541			—		24,282
Total Common Stocks		315,431		23,315			—		338,746
Investment Company		—		1,636			—		1,636
Short-Term Investments
Investment Company		9,087		—			—		9,087
Repurchase Agreements		—		1,440			—		1,440
Total Short-Term Investments		9,087		1,440			—		10,527

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)		Total (000)
Foreign Currency Forward Exchange Contract	$	—	$	82		$	—	$	82
Total Assets		324,518		26,473			—		350,991
Liabilities:
Foreign Currency Forward Exchange Contracts		—		(15	)		—		(15	)
Total	$	324,518	$	26,458		$	—	$	350,976

@  Value is less than $500.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $245,182,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

3.   Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange

rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Derivatives: The Portfolio may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Portfolio's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so to

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Portfolio to be more volatile than if the Portfolio had not been leveraged. Although the Adviser and/or Sub-Advisers seek to use derivatives to further the Portfolio's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Portfolio used during the period and their associated risks:

Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Portfolio also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Portfolio's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Portfolio than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Portfolio as unrealized gain or loss. The Portfolio records realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the

time it was opened and the value at the time it was closed.

FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Portfolio uses derivative instruments, how these derivative instruments are accounted for and their effects on the Portfolio's financial position and results of operations.

The following tables set forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2015.

	Asset Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contract	Unrealized Appreciation on Foreign Currency Forward Exchange Contract	Currency Risk	$	82
	Liability Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contract	Unrealized Depreciation on Foreign Currency Forward Exchange Contract	Currency Risk	$	(15	)

The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2015 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk Foreign Currency	Forward Exchange Contracts	$	1,008
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk Foreign Currency	Forward Exchange Contracts	$	(266	)

At June 30, 2015, the Portfolio's derivative assets and liabilities are as follows:

Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities
Derivatives	Assets(a) (000)		Liabilities(a) (000)
Foreign Currency Forward Exchange Contracts	$	82	$	(15	)

(a)  Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Portfolio exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Portfolio's net liability may be delayed or denied.

The following tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)		Financial Instrument (000)		Collateral Received (000)		Net Amount (not less than $0) (000)
UBS AG	$	82	$	—	$	—	$	82

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Liability Derivatives Presented in Statement of Assets and Liabilities (000)		Financial Instrument (000)		Collateral Pledged (000)		Net Amount (not less than $0) (000)
State Street Bank and Trust Co.	$	15	$	—	$	—	$	15

For the six months ended June 30, 2015, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	12,129,000

6.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned – Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

19

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	9,453	(b)	$	—	$	(9,453	)(c)(d)	$	0

(b)  Represents market value of loaned securities at period end.

(c)  The Portfolio received cash collateral of approximately $9,725,000, of which approximately $9,326,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $399,000, which is not reflected in the Portfolio of Investments.

(d)  The actual collateral received is greater than the amount shown here due to overcollateralization.

7.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

8.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally associated with investments in the United States. In certain markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share reg-

istration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

9.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Next $1.5 billion			Over $2.5 billion
	1.25	%		1.20	%		1.15	%		1.00	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.97% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.42% for Class I shares and 1.47% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $493,000 of advisory fees were waived pursuant to this arrangement.

The Adviser has entered into a Sub-Advisory Agreement with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Portfolio with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Portfolio.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

20

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.30% of the 0.35% distribution fee that it may receive. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor has agreed to waive 0.20% of the 0.25% distribution fee that it may receive. This fee waiver will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action appropriate. For the six months ended June 30, 2015, this waiver amounted to approximately $120,000.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-

term investments, were approximately $68,388,000 and $86,142,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $5,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	26,435	$	39,395	$	56,743	$	7	$	9,087

During the six months ended June 30, 2015, the Portfolio incurred approximately $8,000 in brokerage commissions with Morgan Stanley & Co., LLC, an affiliate of the Adviser/Administrator, Sub-Advisers and Distributor, for portfolio transactions executed on behalf of the Portfolio.

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued

21

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014 remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,403	$	—	$	4,723	$	—

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and on certain equity securities designated as issued by passive foreign investment companies and foreign capital gain tax, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)		Accumulated Net Realized (Loss) (000)			Paid-in- Capital (000)
$	1,502	$	(1,502	)	$	—

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	2,582	$	—

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $78,240,000 and the aggregate gross unrealized depreciation is approximately $19,226,000 resulting in net unrealized appreciation of approximately $59,014,000.

At December 31, 2014, the Portfolio had available for Federal income tax purposes unused capital losses, which will expire on the indicated dates:

Amount (000)		Expiration
$	23,383	December 31, 2017

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Portfolio for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2014, the Portfolio utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $8,129,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 50.3% and 78.6% for Class I and Class II shares, respectively.

22

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Sub-Advisers

Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England

Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFEMESAN
1257528 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Franchise Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		6
Statement of Operations		7
Statements of Changes in Net Assets		8
Financial Highlights		9
Notes to Financial Statements		10
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Global Franchise Portfolio

As a shareholder of the Global Franchise Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Global Franchise Portfolio Class II	$	1,000.00	$	1,034.30	$	1,018.84	$	6.05	$	6.01		1.20	%

*  Expenses are calculated using the Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Advisers (as defined herein), to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The Adviser and Sub-Advisers together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was better than its peer group average for the one- and five-year periods but below its peer group average for the three-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's contractual management fee was higher than its peer group average and the actual management fee and total expense ratio were higher but close to its peer group averages. After discussion, the Board concluded that the Portfolio's (i) performance was acceptable; and (ii) management fee and total expense ratio were competitive with its peer group averages.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Global Franchise Portfolio

	Shares		Value (000)
Common Stocks (98.4%)
France (8.3%)
LVMH Moet Hennessy Louis Vuitton SE		2,923	$	512
Pernod Ricard SA		10,621		1,227
Publicis Groupe SA		9,113		674
Sanofi		16,561		1,629
				4,042
Germany (2.0%)
SAP SE		14,026		979
Italy (0.9%)
Davide Campari-Milano SpA		54,273		413
Japan (1.9%)
Japan Tobacco, Inc.		26,400		941
Netherlands (0.5%)
Reed Elsevier N.V.		10,687		253
Switzerland (9.0%)
Nestle SA (Registered)		60,918		4,398
United Kingdom (30.4%)
British American Tobacco PLC		83,917		4,503
Diageo PLC		67,535		1,954
Experian PLC		62,172		1,132
Imperial Tobacco Group PLC		4,676		225
Reckitt Benckiser Group PLC		39,196		3,380
Reed Elsevier PLC		15,078		245
Unilever PLC		80,240		3,442
				14,881
United States (45.4%)
3M Co.		6,014		928
Accenture PLC, Class A		24,178		2,340
Intuit, Inc.		6,175		622
Mead Johnson Nutrition Co.		2,689		243
Microsoft Corp.		73,658		3,252
Mondelez International, Inc., Class A		48,122		1,980
Moody's Corp.		4,983		538
NIKE, Inc., Class B		10,029		1,083
Philip Morris International, Inc.		20,058		1,608
Procter & Gamble Co. (The)		27,340		2,139
Time Warner, Inc.		26,625		2,327
Twenty-First Century Fox, Inc., Class B		43,826		1,412
Visa, Inc., Class A		29,835		2,004
Walt Disney Co. (The)		15,239		1,739
				22,215
Total Common Stocks (Cost $30,729)				48,122

	Shares		Value (000)
Short-Term Investment (1.3%)
Investment Company (1.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $653)		652,981	$	653
Total Investments (99.7%) (Cost $31,382)				48,775
Other Assets in Excess of Liabilities (0.3%)				138
Net Assets (100.0%)			$	48,913

Portfolio Composition

Classification	Percentage of Total Investments
Tobacco		14.9	%
Media		13.6
Food Products		13.6
Other*		13.3
Household Products		11.3
Software		9.9
Information Technology Services		8.9
Beverages		7.4
Personal Products		7.1
Total Investments		100.0	%

*  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Global Franchise Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $30,729)	$	48,122
Investment in Security of Affiliated Issuer, at Value (Cost $653)		653
Total Investments in Securities, at Value (Cost $31,382)		48,775
Foreign Currency, at Value (Cost $2)		2
Receivable for Investments Sold		333
Tax Reclaim Receivable		144
Dividends Receivable		67
Receivable for Portfolio Shares Sold		15
Receivable from Affiliate		—	@
Other Assets		14
Total Assets		49,350
Liabilities:
Payable for Portfolio Shares Redeemed		312
Payable for Advisory Fees		62
Payable for Professional Fees		20
Payable for Servicing Fees		12
Payable for Distribution Fees — Class II Shares		10
Payable for Custodian Fees		7
Payable for Administration Fees		3
Payable for Transfer Agency Fees		1
Other Liabilities		10
Total Liabilities		437
NET ASSETS	$	48,913
Net Assets Consist of:
Paid-in-Capital	$	20,278
Accumulated Undistributed Net Investment Income		1,455
Accumulated Net Realized Gain		9,793
Unrealized Appreciation (Depreciation) on:
Investments		17,393
Foreign Currency Translations		(6	)
Net Assets	$	48,913
CLASS II:
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,948,997 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	16.59

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Global Franchise Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $38 of Foreign Taxes Withheld)	$	746
Dividends from Security of Affiliated Issuer (Note G)		—	@
Total Investment Income		746
Expenses:
Advisory Fees (Note B)		206
Distribution Fees — Class II Shares (Note D)		81
Administration Fees (Note C)		50
Professional Fees		40
Custodian Fees (Note F)		19
Servicing Fees (Note C)		12
Shareholder Reporting Fees		8
Pricing Fees		3
Transfer Agency Fees (Note E)		1
Directors' Fees and Expenses		1
Other Expenses		4
Total Expenses		425
Waiver of Advisory Fees (Note B)		(66	)
Distribution Fees — Class II Shares Waived (Note D)		(51	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		308
Net Investment Income		438
Realized Gain:
Investments Sold		2,160
Foreign Currency Transactions		3
Net Realized Gain		2,163
Change in Unrealized Appreciation (Depreciation):
Investments		(815	)
Foreign Currency Translations		4
Net Change in Unrealized Appreciation (Depreciation)		(811	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		1,352
Net Increase in Net Assets Resulting from Operations	$	1,790

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Franchise Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	438		$	1,031
Net Realized Gain		2,163			7,696
Net Change in Unrealized Appreciation (Depreciation)		(811	)		(6,097	)
Net Increase in Net Assets Resulting from Operations		1,790			2,630
Distributions from and/or in Excess of:
Class II:
Net Investment Income		—			(1,225	)
Net Realized Gain		—			(8,682	)
Total Distributions		—			(9,907	)
Capital Share Transactions:(1)
Class II:
Subscribed		284			887
Distributions Reinvested		—			9,907
Redeemed		(6,508	)		(17,379	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(6,224	)		(6,585	)
Total Decrease in Net Assets		(4,434	)		(13,862	)
Net Assets:
Beginning of Period		53,347			67,209
End of Period (Including Accumulated Undistributed Net Investment Income of $1,455 and $1,017)	$	48,913		$	53,347
(1) Capital Share Transactions:
Class II:
Shares Subscribed		17			49
Shares Issued on Distributions Reinvested		—			609
Shares Redeemed		(394	)		(1,002	)
Net Decrease in Class II Shares Outstanding		(377	)		(344	)

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Global Franchise Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	16.04		$	18.31		$	17.26		$	15.78		$	14.93		$	13.17
Income from Investment Operations:
Net Investment Income†		0.14			0.30			0.25			0.38			0.30			0.26
Net Realized and Unrealized Gain		0.41			0.57			2.93			2.04			1.08			1.58
Total from Investment Operations		0.55			0.87			3.18			2.42			1.38			1.84
Distributions from and/or in Excess of:
Net Investment Income		—			(0.39	)		(0.50	)		(0.38	)		(0.53	)		(0.08	)
Net Realized Gain		—			(2.75	)		(1.63	)		(0.56	)		—			—
Total Distributions		—			(3.14	)		(2.13	)		(0.94	)		(0.53	)		(0.08	)
Net Asset Value, End of Period	$	16.59		$	16.04		$	18.31		$	17.26		$	15.78		$	14.93
Total Return ++		3.43	%#		4.51	%		19.66	%		15.59	%		9.05	%		14.05	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	48,913		$	53,347		$	67,209		$	74,190		$	83,564		$	99,791
Ratio of Expenses to Average Net Assets(1)		1.20	%+*		1.20	%+		1.20	%+		1.20	%+		1.20	%+		1.20	%+
Ratio of Net Investment Income to Average Net Assets(1)		1.70	%+*		1.73	%+		1.66	%+		2.27	%+		1.91	%+		1.92	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		7	%#		20	%		17	%		21	%		19	%		35	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.66	%*		1.66	%		1.63	%		1.57	%		1.54	%		1.50	%+
Net Investment Income to Average Net Assets		1.24	%*		1.27	%		1.23	%		1.90	%		1.57	%		1.62	%+

†  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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Global Franchise Portfolio. The Portfolio's adviser, Morgan Stanley Investment Management Inc. (the "Adviser") and sub-advisers, Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), seek long-term capital appreciation by investing primarily in equity securities of issuers located throughout the world that they believe have, among other things, resilient business franchises and growth potential. The Portfolio currently offers Class II shares only, although Class I shares may be offered in the future.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

Effective as of close of business on November 29, 2013, the Portfolio suspended the offering of its shares to new investors and continued to offer its shares to existing shareholders. On February 27, 2015, the Fund recommenced offering Class II shares of the Portfolio.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Advisers determine that the closing

price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these

10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Common Stocks
Beverages	$	3,594	$	—	$	—	$	3,594
Diversified Financial Services		538		—		—		538
Food Products		6,621		—		—		6,621
Household Products		5,519		—		—		5,519
Industrial Conglomerates		928		—		—		928
Information Technology Services		4,344		—		—		4,344
Media		6,650		—		—		6,650
Personal Products		3,442		—		—		3,442
Pharmaceuticals		1,629		—		—		1,629
Professional Services		1,132		—		—		1,132
Software		4,853		—		—		4,853
Textiles, Apparel & Luxury Goods		1,595		—		—		1,595
Tobacco		7,277		—		—		7,277
Total Common Stocks		48,122		—		—		48,122
Short-Term Investment
Investment Company		653		—		—		653
Total Assets	$	48,775	$	—	$	—	$	48,775

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $25,907,000 transferred from Level 2 to

11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

3.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

4.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

5.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally

12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

associated with investments in the United States. In certain markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share registration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

6.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Over $1 billion
	0.80	%		0.75	%		0.70	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.54% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that the total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest, and other extraordinary expenses (including litigation), will not exceed 1.20% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $66,000 of advisory fees were waived pursuant to this arrangement.

The Adviser has entered into a Sub-Advisory Agreement with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Portfolio with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Portfolio.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee,

accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.30% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $51,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and

13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

short-term investments, were approximately $3,444,000 and $9,084,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds – Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by less than $500 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)			Value June 30, 2015 (000)
$	971	$	4,551	$	4,869	$	—	@	$	653

@  Amount is less than $500.

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,365	$	8,542	$	1,880	$	6,126

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)			Accumulated Undistributed Net Realized Gain (000)		Paid-in- Capital (000)
$	(13	)	$	13	$	—

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	1,088	$	7,638

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes.

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The aggregate gross unrealized appreciation is approximately $17,542,000 and the aggregate gross unrealized depreciation is approximately $149,000 resulting in net unrealized appreciation of approximately $17,393,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 89.0% for Class II shares.

15

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Sub-Advisers

Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England

Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.

2000 Crown Colony Drive

Quincy, Massachusetts 02169

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFGFSAN
1257824 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Real Estate Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		8
Statement of Operations		9
Statements of Changes in Net Assets		10
Financial Highlights		11
Notes to Financial Statements		12
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Global Real Estate Portfolio

As a shareholder of the Global Real Estate Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expense Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expenses Ratio During Period**
Global Real Estate Portfolio Class II	$	1,000.00	$	977.30	$	1,017.85	$	6.86	$	7.00		1.40	%

*  Expenses are calculated using the Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Advisers (as defined herein), to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The Adviser and Sub-Advisers together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's contractual management fee was higher than its peer group average, the actual management fee was higher but close to its peer group average and the total expense was higher than its peer group average. After discussion, the Board concluded that the Portfolio's (i) performance was competitive with its peer group average; (ii) management fee was competitive with its peer group average; and (iii) total expense ratio was acceptable.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Portfolio of Investments

Global Real Estate Portfolio

	Shares		Value (000)
Common Stocks (99.7%)
Australia (5.2%)
Dexus Property Group REIT		50,897	$	287
Federation Centres REIT		91,683		207
Goodman Group REIT		148,357		718
GPT Group REIT		148,812		491
Investa Office Fund REIT		36,013		106
Mirvac Group REIT		246,693		352
Scentre Group REIT		434,252		1,256
Shopping Centres Australasia Property Group REIT		19,800		32
Stockland REIT		160,991		509
Westfield Corp. REIT		165,094		1,162
				5,120
Austria (0.2%)
Atrium European Real Estate Ltd. (a)		25,728		118
BUWOG AG (a)		2,409		47
				165
Brazil (0.5%)
BR Malls Participacoes SA		30,878		145
BR Properties SA		38,700		130
Iguatemi Empresa de Shopping Centers SA		28,147		223
				498
Canada (2.1%)
Boardwalk Real Estate Investment Trust REIT		7,964		361
Brookfield Canada Office Properties REIT		9,738		211
Calloway Real Estate Investment Trust REIT		4,309		100
Canadian Apartment Properties REIT		1,782		39
Crombie Real Estate Investment Trust REIT		11,834		118
Extendicare, Inc.		18,390		111
First Capital Realty, Inc.		19,622		281
RioCan Real Estate Investment Trust REIT		40,731		873
				2,094
China (0.0%)
China Resources Land Ltd. (b)		4,000		13
Dalian Wanda Commercial Properties Co., Ltd. H Shares (b)(c)		1,800		14
				27
Finland (0.5%)
Citycon Oyj (a)		101,507		254
Sponda Oyj		54,778		202
				456
France (2.9%)
Fonciere Des Regions REIT		1,164		99
Gecina SA REIT		2,407		297
ICADE REIT		4,383		313
Klepierre REIT		9,424		415
Mercialys SA REIT		686		15
Unibail-Rodamco SE REIT		6,538		1,652
				2,791

	Shares		Value (000)
Germany (1.4%)
Deutsche Annington Immobilien SE		21,367	$	603
Deutsche Euroshop AG		2,666		117
Deutsche Wohnen AG		16,627		381
DO Deutsche Office AG REIT		12,459		59
LEG Immobilien AG (a)		2,973		207
				1,367
Hong Kong (11.5%)
Champion REIT		105,000		58
Hang Lung Properties Ltd.		73,000		217
Henderson Land Development Co., Ltd.		59,679		408
Hongkong Land Holdings Ltd.		283,400		2,324
Hysan Development Co., Ltd.		223,921		971
Kerry Properties Ltd.		60,199		236
Link REIT (The)		200,664		1,175
New World Development Co., Ltd.		462,031		604
Sino Land Co., Ltd.		105,085		176
Sun Hung Kai Properties Ltd.		206,893		3,352
Swire Properties Ltd.		234,500		749
Wharf Holdings Ltd.		150,816		1,004
				11,274
Ireland (0.2%)
Green REIT PLC		43,504		71
Hibernia REIT PLC		118,711		167
				238
Italy (0.1%)
Beni Stabili SpA REIT		158,954		118
Japan (11.1%)
Activia Properties, Inc. REIT		32		271
Advance Residence Investment Corp. REIT		60		147
Daibiru Corp.		2,700		25
Daiwa Office Investment Corp. REIT		24		115
Frontier Real Estate Investment Corp. REIT		7		31
GLP J-REIT		234		224
Hulic Co., Ltd.		9,300		83
Hulic REIT, Inc.		9		13
Japan Real Estate Investment Corp. REIT		118		536
Japan Retail Fund Investment Corp. REIT		113		226
Kenedix Office Investment Corp. REIT		8		40
Mitsubishi Estate Co., Ltd.		133,000		2,865
Mitsui Fudosan Co., Ltd.		102,000		2,856
Mori Hills Investment Corp. REIT		198		256
Nippon Building Fund, Inc. REIT		119		521
Nippon Prologis, Inc. REIT		127		234
NTT Urban Development Corp.		5,700		57
Orix, Inc. J-REIT		125		180
Premier Investment Corp. REIT		6		33
Sumitomo Realty & Development Co., Ltd.		42,000		1,473
Tokyo Tatemono Co., Ltd.		19,000		264
Tokyu, Inc. REIT		25		31
United Urban Investment Corp. REIT		253		358
				10,839

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Real Estate Portfolio

	Shares		Value (000)
Malta (0.0%)
BGP Holdings PLC (a)(d)(e)		5,886,464	$	—
Netherlands (0.6%)
Eurocommercial Properties N.V. CVA REIT		8,501		355
Wereldhave N.V. REIT		4,230		240
				595
Norway (0.3%)
Entra ASA (c)		26,273		245
Norwegian Property ASA (a)		39,294		48
				293
Singapore (2.0%)
Ascendas Real Estate Investment Trust REIT		94,300		172
CapitaLand Commercial Trust REIT		26,300		31
CapitaLand Ltd.		247,900		644
CapitaLand Mall Trust REIT		94,300		151
Global Logistic Properties Ltd.		324,300		609
SPH REIT		84,700		66
UOL Group Ltd.		51,029		262
				1,935
Sweden (0.9%)
Atrium Ljungberg AB, Class B		11,542		151
Castellum AB		5,801		82
Fabege AB		11,005		150
Hufvudstaden AB, Class A		38,970		474
				857
Switzerland (0.9%)
Mobimo Holding AG (Registered) (a)		171		35
PSP Swiss Property AG (Registered) (a)		8,446		723
Swiss Prime Site AG (Registered) (a)		1,008		76
				834
United Kingdom (7.5%)
British Land Co., PLC REIT		111,031		1,384
Capital & Counties Properties PLC		30,802		210
Capital & Regional PLC REIT		285,308		258
Derwent London PLC REIT		10,657		570
Grainger PLC		24,464		88
Great Portland Estates PLC REIT		47,048		574
Hammerson PLC REIT		67,068		648
Helical Bar PLC		98		1
Intu Properties PLC REIT		72,602		351
Land Securities Group PLC REIT		82,711		1,565
LXB Retail Properties PLC (a)		169,987		235
Quintain Estates & Development PLC (a)		154,433		257
Safestore Holdings PLC REIT		16,620		74
Segro PLC REIT		55,853		356
Shaftesbury PLC REIT		11,371		155
ST Modwen Properties PLC		17,566		125
Unite Group PLC (The)		25,160		226
Urban & Civic PLC		59,297		235
Workspace Group PLC REIT		3,869		55
				7,367

	Shares		Value (000)
United States (51.8%)
Acadia Realty Trust REIT		8,731	$	254
Alexandria Real Estate Equities, Inc. REIT		3,856		337
AvalonBay Communities, Inc. REIT		18,673		2,985
BioMed Realty Trust, Inc. REIT		17,859		345
Boston Properties, Inc. REIT		20,910		2,531
Camden Property Trust REIT		24,146		1,794
Chesapeake Lodging Trust REIT		23,882		728
Corporate Office Properties Trust REIT		7,990		188
Cousins Properties, Inc. REIT		52,515		545
CubeSmart REIT		6,844		159
DCT Industrial Trust, Inc. REIT		2,315		73
DDR Corp. REIT		5,400		83
Douglas Emmett, Inc. REIT		31,640		852
Duke Realty Corp. REIT		31,861		592
Equity Lifestyle Properties, Inc. REIT		15,660		823
Equity One, Inc. REIT		4,699		110
Equity Residential REIT		58,765		4,124
Essex Property Trust, Inc. REIT		2,818		599
Federal Realty Investment Trust REIT		731		94
Forest City Enterprises, Inc., Class A (a)		11,633		257
General Growth Properties, Inc. REIT		71,064		1,823
HCP, Inc. REIT		3,492		127
Health Care REIT, Inc.		11,040		725
Healthcare Realty Trust, Inc. REIT		8,308		193
Hilton Worldwide Holdings, Inc. (a)		26,679		735
Host Hotels & Resorts, Inc. REIT		147,987		2,935
Hudson Pacific Properties, Inc. REIT		19,540		554
Kimco Realty Corp. REIT		55,287		1,246
LaSalle Hotel Properties REIT		6,984		248
Lexington Realty Trust REIT		3,660		31
Liberty Property Trust REIT		18,750		604
Macerich Co. (The) REIT		6,666		497
Mack-Cali Realty Corp. REIT		28,991		534
Mid-America Apartment Communities, Inc. REIT		7,549		550
National Retail Properties, Inc. REIT		17,354		608
Paramount Group, Inc. REIT		13,559		233
ProLogis, Inc. REIT		27,982		1,038
Public Storage REIT		13,706		2,527
Realty Income Corp. REIT		3,289		146
Regency Centers Corp. REIT		26,634		1,571
Rexford Industrial Realty, Inc. REIT		11,118		162
Senior Housing Properties Trust REIT		34,635		608
Simon Property Group, Inc. REIT		36,065		6,240
Sovran Self Storage, Inc. REIT		4,562		396
Starwood Hotels & Resorts Worldwide, Inc.		19,636		1,592
STORE Capital Corp. REIT		27,904		561
Tanger Factory Outlet Centers, Inc. REIT		31,125		987
Urban Edge Properties REIT		9,588		199
Ventas, Inc. REIT		22,336		1,387

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Real Estate Portfolio

	Shares		Value (000)
United States (cont'd)
Vornado Realty Trust REIT		35,834	$	3,402
WP GLIMCHER, Inc. REIT		51,020		690
				50,622
Total Common Stocks (Cost $74,401)				97,490
	No. of Rights
Rights (0.0%)
Finland (0.0%)
Citycon Oyj (a) (Cost $—)		93,145		10
Total Investments (99.7%) (Cost $74,401)				97,500
Other Assets in Excess of Liabilities (0.3%)				273
Net Assets (100.0%)			$	97,773

(a)  Non-income producing security.

(b)  Security trades on the Hong Kong exchange.

(c)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(d)  Security has been deemed illiquid at June 30, 2015.

(e)  At June 30, 2015, the Portfolio held a fair valued security valued at $0, representing 0.0% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

CVA  Certificaten Van Aandelen.

REIT  Real Estate Investment Trust.

Portfolio Composition

Classification	Percentage of Total Investments
Diversified		28.5	%
Retail		26.7
Residential		13.3
Office		13.2
Other*		11.9
Lodging/Resorts		6.4
Total Investments		100.0	%

*  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Global Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $74,401)	$	97,500
Foreign Currency, at Value (Cost $56)		54
Receivable for Investments Sold		429
Dividends Receivable		299
Tax Reclaim Receivable		15
Receivable for Portfolio Shares Sold		4
Receivable from Affiliate		—	@
Other Assets		18
Total Assets		98,319
Liabilities:
Payable for Advisory Fees		167
Payable for Investments Purchased		159
Payable for Portfolio Shares Redeemed		95
Payable for Servicing Fees		29
Payable for Custodian Fees		24
Payable for Professional Fees		22
Payable for Distribution Fees — Class II Shares		21
Payable for Administration Fees		7
Payable for Transfer Agency Fees		1
Other Liabilities		21
Total Liabilities		546
NET ASSETS	$	97,773
Net Assets Consist of:
Paid-in-Capital	$	174,630
Accumulated Undistributed Net Investment Income		1,815
Accumulated Net Realized Loss		(101,769	)
Unrealized Appreciation (Depreciation) on:
Investments		23,099
Foreign Currency Translations		(2	)
Net Assets	$	97,773
CLASS II:
Net Asset Value, Offering and Redemption Price Per Share Applicable to 9,463,818 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.33

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Global Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $61 of Foreign Taxes Withheld)	$	1,710
Dividends from Security of Affiliated Issuer (Note G)		—	@
Total Investment Income		1,710
Expenses:
Advisory Fees (Note B)		445
Distribution Fees — Class II Shares (Note D)		166
Administration Fees (Note C)		102
Custodian Fees (Note F)		57
Professional Fees		41
Servicing Fees (Note C)		29
Shareholder Reporting Fees		13
Pricing Fees		8
Directors' Fees and Expenses		3
Transfer Agency Fees (Note E)		2
Other Expenses		5
Total Expenses		871
Waiver of Advisory Fees (Note B)		(102	)
Distribution Fees — Class II Shares Waived (Note D)		(35	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		734
Net Investment Income		976
Realized Gain (Loss):
Investments Sold		2,896
Foreign Currency Transactions		(4	)
Net Realized Gain		2,892
Change in Unrealized Appreciation (Depreciation):
Investments		(5,968	)
Foreign Currency Translations		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		(5,968	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(3,076	)
Net Decrease in Net Assets Resulting from Operations	$	(2,100	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015

Global Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	976		$	1,577
Net Realized Gain		2,892			4,315
Net Change in Unrealized Appreciation (Depreciation)		(5,968	)		7,192
Net Increase (Decrease) in Net Assets Resulting from Operations		(2,100	)		13,084
Distributions from and/or in Excess of:
Class II:
Net Investment Income		—			(747	)
Capital Share Transactions:(1)
Class II:
Subscribed		4,737			13,171
Distributions Reinvested		—			747
Redeemed		(9,860	)		(17,976	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(5,123	)		(4,058	)
Total Increase (Decrease) in Net Assets		(7,223	)		8,279
Net Assets:
Beginning of Period		104,996			96,717
End of Period (Including Accumulated Undistributed Net Investment Income of $1,815 and $839)	$	97,773		$	104,996
(1) Capital Share Transactions:
Class II:
Shares Subscribed		434			1,312
Shares Issued on Distributions Reinvested		—			72
Shares Redeemed		(907	)		(1,786	)
Net Decrease in Class II Shares Outstanding		(473	)		(402	)

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015

Financial Highlights

Global Real Estate Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	10.57		$	9.35		$	9.46		$	7.32		$	8.40		$	7.72
Income (Loss) from Investment Operations:
Net Investment Income†		0.10			0.16			0.13			0.13			0.10			0.16
Net Realized and Unrealized Gain (Loss)		(0.34	)		1.13			0.12			2.06			(0.91	)		1.36
Total from Investment Operations		(0.24	)		1.29			0.25			2.19			(0.81	)		1.52
Distributions from and/or in Excess of:
Net Investment Income		—			(0.07	)		(0.36	)		(0.05	)		(0.27	)		(0.84	)
Net Asset Value, End of Period	$	10.33		$	10.57		$	9.35		$	9.46		$	7.32		$	8.40
Total Return++		(2.27	)%#		13.85	%		2.63	%		29.94	%		(10.15	)%		22.32	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	97,773		$	104,996		$	96,717		$	96,914		$	79,317		$	91,324
Ratio of Expenses to Average Net Assets(1)		1.40	%+*		1.40	%+		1.40	%+		1.40	%+		1.40	%+		1.40	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			N/A			N/A			1.40	%+
Ratio of Net Investment Income to Average Net Assets(1)		1.87	%+*		1.54	%+		1.36	%+		1.56	%+		1.19	%+		1.81	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		14	%#		31	%		30	%		29	%		24	%		31	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.66	%*		1.72	%		1.69	%		1.71	%		1.67	%		1.63	%+
Net Investment Income to Average Net Assets		1.61	%*		1.22	%		1.07	%		1.24	%		0.92	%		1.58	%+

†  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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Global Real Estate Portfolio. The Portfolio's adviser, Morgan Stanley Investment Management Inc. (the "Adviser") and sub-advisers, Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), seek to provide current income and capital appreciation by investing primarily in equity securities of companies in the real estate industry located throughout the world, including real estate operating companies ("REOCs"), real estate investment trusts ("REITs") and similar entities established outside of the U.S. (foreign real estate companies). The Portfolio currently offers Class II shares only, although Class I shares may be offered in the future.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Advisers determine that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value

as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation

12

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

The Portfolio invests a significant portion of its assets in securities of REITs. The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Portfolio.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)			Total (000)
Assets:
Common Stocks
Diversified	$	27,779	$	—	$	—	†	$	27,779	†
Health Care		3,151		—		—			3,151
Industrial		3,586		—		—			3,586
Lodging/Resorts		6,238		—		—			6,238
Mixed Industrial/Office		1,684		—		—			1,684
Office		12,886		—		—			12,886
Residential		12,987		—		—			12,987
Retail		26,023		—		—			26,023
Self Storage		3,156		—		—			3,156
Total Common Stocks		97,490		—		—	†		97,490	†
Rights		10		—		—			10
Total Assets	$	97,500	$	—	$	—	†	$	97,500	†

†  Includes one security which is valued at zero.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $44,547,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

13

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stock (000)
Beginning Balance	$	—	†
Purchases		—
Sales		—
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		—
Realized gains (losses)		—
Ending Balance	$	—	†
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2015	$	—

†  Includes one security which is valued at zero.

3.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

4.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

5.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method.

14

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

The Portfolio owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally associated with investments in the United States. In certain markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share registration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

6.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at an annual rate of 0.85% of the daily net assets of the Portfolio.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that the total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest, and other extraordinary expenses (including litigation), will not exceed 1.40% for Class II shares. The fee waivers and/or expense reimbursements will continue for at

least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $102,000 of advisory fees were waived pursuant to this arrangement.

The Adviser has entered into a Sub-Advisory Agreement with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Portfolio with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Portfolio.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.10% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $35,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

15

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $14,286,000 and $17,665,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds – Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investment in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by less than $500 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)			Value June 30, 2015 (000)
$	686	$	6,176	$	6,862	$	—	@	$	—

@  Amount is less than $500.

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received

from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	747	$	—	$	3,649	$	—

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

16

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, character differences on distributions from real estate investment trust securities and gains and basis adjustments on certain equity securities designated as issued by passive foreign investment companies, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)		Accumulated Net Realized (Loss) (000)			Paid-in- Capital (000)
$	439	$	(443	)	$	4

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	2,274	$	—

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $25,298,000 and the aggregate gross unrealized depreciation is approximately $2,199,000 resulting in net unrealized appreciation of approximately $23,099,000.

At December 31, 2014, the Portfolio had available for Federal income tax purposes unused capital losses, which will expire on the indicated dates:

Amount (000)		Expiration
$	97,501	December 31, 2017

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Portfolio for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2014, the Portfolio utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $3,298,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 72.0% for Class II shares.

17

The Universal Institutional Funds, Inc.

Semi-Annual Report — June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Sub-Advisers

Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England

Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFGRESAN
1257541 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Strategist Portfolio

(formerly Global Tactical Asset Allocation Portfolio)

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

Semi-Annual Report – June 30, 2015

The Universal Institutional Funds, Inc.

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		30
Statement of Operations		31
Statements of Changes in Net Assets		32
Financial Highlights		33
Notes to Financial Statements		35
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Global Strategist Portfolio

As a shareholder of the Global Strategist Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Global Strategist Portfolio Class I	$	1,000.00	$	982.50	$	1,021.97	$	2.80	$	2.86		0.57	%
Global Strategist Portfolio Class II		1,000.00		981.40		1,021.47		3.29		3.36		0.67

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was below its peer group average for the one-year period but better than its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's contractual management fee was higher than its peer group average and the actual management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Portfolio's (i) performance was acceptable; and (ii) management fee and total expense ratio were competitive with its peer group averages.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Global Strategist Portfolio

	Face Amount (000)			Value (000)
Fixed Income Securities (34.1%)
Agency Fixed Rate Mortgages (3.0%)
United States (3.0%)
Federal Home Loan Mortgage Corporation, Gold Pool: 6.50%, 5/1/29	$	—	@	$	—	@
July TBA 3.00%, 7/1/45 (a)		280			278
July TBA: 3.50%, 7/1/45 (a)		1,700			1,749
4.00%, 7/1/45 (a)		186			197
Federal National Mortgage Association, Conventional Pools: 3.00%, 5/1/30 - 6/1/30		183			190
3.50%, 4/1/29		162			171
4.00%, 11/1/41 - 7/1/43		458			488
5.00%, 1/1/41 - 3/1/41		208			232
5.50%, 2/1/38		52			59
6.00%, 1/1/38		42			48
6.50%, 8/1/38		7			8
July TBA: 4.50%, 7/1/45 (a)		422			456
Government National Mortgage Association, July TBA: 3.50%, 7/20/45 (a)		288			298
4.00%, 7/20/45 (a)		558			591
Various Pool: 3.50%, 12/15/43		208			217
Total Agency Fixed Rate Mortgages (Cost $4,997)					4,982
Asset-Backed Securities (0.3%)
United States (0.3%)
Brazos Student Finance Corp., 1.18%, 6/25/35 (b)		20			21
CVS Pass-Through Trust, 6.04%, 12/10/28		181			207
Louisiana Public Facilities Authority, Zero Coupon, 4/26/27 (b)		124			125
North Carolina State Education Assistance Authority, 1.06%, 7/25/25 (b)		100			100
Total Asset-Backed Securities (Cost $423)					453
Collateralized Mortgage Obligations — Agency Collateral Series (0.2%)
United States (0.2%)
Federal Home Loan Mortgage Corporation, 2.36%, 7/25/22		99			98
2.40%, 6/25/22		245			245
Total Collateralized Mortgage Obligations — Agency Collateral Series (Cost $351)					343

	Face Amount (000)		Value (000)
Commercial Mortgage-Backed Securities (1.0%)
United States (1.0%)
COMM Mortgage Trust, 3.28%, 1/10/46	$	45	$	46
4.90%, 7/15/47 (b)(c)		100		92
3.96%, 3/10/47		144		153
Commercial Mortgage Pass-Through Certificates, 2.82%, 10/15/45		57		57
4.24%, 2/10/47 (b)		77		83
Extended Stay America Trust, 2.96%, 12/5/31 (c)		100		101
JPMBB Commercial Mortgage Securities Trust, 4.82%, 8/15/47 (b)(c)		144		132
4.71%, 9/15/47 (b)(c)		102		92
4.11%, 9/15/47 (b)(c)		100		87
NLY Commercial Mortgage Trust, 1.39%, 11/15/30 (b)(c)		104		104
UBS-Barclays Commercial Mortgage Trust, 3.53%, 5/10/63		40		41
Wells Fargo Commercial Mortgage Trust, 3.94%, 8/15/50 (c)		245		216
1.21%, 2/15/27 (b)(c)		199		199
WF-RBS Commercial Mortgage Trust, 3.99%, 5/15/47 (c)		150		132
4.14%, 10/15/57 (b)(c)		144		127
Total Commercial Mortgage-Backed Securities (Cost $1,638)				1,662
Corporate Bonds (7.7%)
Australia (0.5%)
Australia & New Zealand Banking Group Ltd., 4.88%, 1/12/21 (c)		100		112
5.13%, 9/10/19	EUR	100		130
BHP Billiton Finance USA Ltd., 3.85%, 9/30/23	$	70		72
Commonwealth Bank of Australia, 5.00%, 3/19/20 (c)		50		56
Macquarie Bank Ltd., 6.63%, 4/7/21 (c)		85		98
Origin Energy Finance Ltd., 3.50%, 10/9/18 (c)		200		205
Telstra Corp., Ltd., 3.13%, 4/7/25 (c)		55		54
Wesfarmers Ltd., 1.87%, 3/20/18 (c)		25		25
2.98%, 5/18/16 (c)		75		76
				828
Belgium (0.1%)
Anheuser-Busch InBev Finance, Inc., 3.70%, 2/1/24		125		128
Brazil (0.0%)
Vale Overseas Ltd., 6.88%, 11/21/36		25		24

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Corporate Bonds (cont'd)
Canada (0.1%)
Barrick Gold Corp., 4.10%, 5/1/23	$	25	$	24
Brookfield Asset Management, Inc., 5.80%, 4/25/17		35		38
Goldcorp, Inc., 3.70%, 3/15/23		73		70
				132
China (0.3%)
Baidu, Inc., 3.25%, 8/6/18		225		232
Want Want China Finance Ltd., 1.88%, 5/14/18 (c)		200		198
				430
Colombia (0.1%)
Ecopetrol SA, 5.88%, 9/18/23		110		116
France (0.5%)
Banque Federative du Credit Mutuel SA, 2.00%, 9/19/19	EUR	100		117
BNP Paribas SA, 4.25%, 10/15/24	$	200		198
5.00%, 1/15/21		85		94
BPCE SA, 5.15%, 7/21/24 (c)		200		204
Credit Agricole SA, 3.90%, 4/19/21	EUR	50		62
5.88%, 6/11/19		50		65
LVMH Moet Hennessy Louis Vuitton SE, 1.63%, 6/29/17 (c)	$	75		75
				815
Germany (0.4%)
KFW, 3.75%, 7/18/18	AUD	500		399
Vier Gas Transport GmbH, 3.13%, 7/10/23	EUR	100		125
Volkswagen International Finance N.V., 2.38%, 3/22/17 (c)	$	100		102
				626
Hong Kong (0.1%)
Hutchison Whampoa International 14 Ltd., 1.63%, 10/31/17 (c)		200		200
Italy (0.1%)
Intesa Sanpaolo SpA, 6.50%, 2/24/21 (c)		100		114
Telecom Italia Finance SA, 7.75%, 1/24/33	EUR	30		44
UniCredit SpA, 4.25%, 7/29/16		50		58
				216
Korea, Republic of (0.1%)
Export-Import Bank of Korea, 4.00%, 1/14/24	$	200		213

	Face Amount (000)		Value (000)
Malaysia (0.1%)
Petronas Capital Ltd., 3.50%, 3/18/25 (c)	$	200	$	198
Netherlands (0.5%)
ABN Amro Bank N.V., 2.50%, 10/30/18 (c)		200		203
3.63%, 10/6/17	EUR	50		60
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, 3.88%, 2/8/22	$	50		52
Series G 3.75%, 11/9/20	EUR	50		61
ING Bank N.V., 5.25%, 6/5/18		50		64
5.80%, 9/25/23 (c)	$	200		219
Shell International Finance BV, 2.13%, 5/11/20		100		100
				759
Spain (0.2%)
Banco Bilbao Vizcaya Argentaria SA, 3.63%, 1/18/17	EUR	50		59
Telefonica Emisiones SAU, 4.71%, 1/20/20		200		257
				316
Sweden (0.1%)
Nordea Bank AB, 4.00%, 3/29/21		70		89
Switzerland (0.3%)
ABB Treasury Center USA, Inc., 2.50%, 6/15/16 (c)	$	125		127
4.00%, 6/15/21 (c)		50		53
Credit Suisse, 6.00%, 2/15/18		25		27
Glencore Funding LLC, 4.13%, 5/30/23 (c)		100		97
Novartis Capital Corp., 4.40%, 5/6/44		75		78
UBS AG, 7.50%, 7/15/25		150		190
				572
Thailand (0.1%)
PTT Exploration & Production PCL, 3.71%, 9/16/18 (c)		200		209
United Kingdom (0.7%)
Abbey National Treasury Services PLC, 4.00%, 3/13/24		50		52
Bank of Scotland PLC, 4.63%, 6/8/17	EUR	50		61
Barclays Bank PLC, 6.00%, 1/23/18		50		62
BAT International Finance PLC, 5.38%, 6/29/17		50		61
GlaxoSmithKline Capital, Inc., 6.38%, 5/15/38	$	25		31

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Corporate Bonds (cont'd)
Heathrow Funding Ltd., 4.60%, 2/15/20	EUR	50	$	62
4.88%, 7/15/23 (c)	$	100		110
HSBC Holdings PLC, 4.25%, 3/14/24		200		202
6.25%, 3/19/18	EUR	50		63
Imperial Tobacco Finance PLC, 8.38%, 2/17/16		50		59
Lloyds Bank PLC, 6.50%, 3/24/20		100		133
Nationwide Building Society, 6.25%, 2/25/20 (c)	$	270		315
				1,211
United States (3.4%)
AbbVie, Inc., 3.60%, 5/14/25		75		74
Actavis Funding SCS, 3.80%, 3/15/25		25		25
Altria Group, Inc., 2.85%, 8/9/22		30		29
5.38%, 1/31/44		55		58
American International Group, Inc., 4.88%, 6/1/22		50		55
Amgen, Inc., 5.15%, 11/15/41		50		52
Apple, Inc., 3.85%, 5/4/43		50		46
4.45%, 5/6/44		75		75
AT&T, Inc., 4.75%, 5/15/46		25		23
6.30%, 1/15/38		75		84
AvalonBay Communities, Inc., 2.95%, 9/15/22		50		49
Bank of America Corp., 5.70%, 1/24/22		25		28
MTN 4.00%, 4/1/24		120		122
4.20%, 8/26/24		50		50
4.25%, 10/22/26		34		33
5.00%, 1/21/44		70		73
Baxalta, Inc., 4.00%, 6/23/25 (c)		125		124
Bayer US Finance LLC, 3.38%, 10/8/24 (c)		200		199
Boston Properties LP, 3.85%, 2/1/23		75		77
Burlington Northern Santa Fe LLC, 4.55%, 9/1/44		75		74
Citigroup, Inc., 5.50%, 9/13/25		75		81
6.13%, 5/15/18		22		25
6.68%, 9/13/43		20		24
8.13%, 7/15/39		75		108
8.50%, 5/22/19		5		6
Coca-Cola Co., 3.20%, 11/1/23		100		101

	Face Amount (000)		Value (000)
Comcast Corp., 4.60%, 8/15/45	$	30	$	30
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 4.60%, 2/15/21		10		11
Enterprise Products Operating LLC, 3.35%, 3/15/23		50		49
5.25%, 1/31/20		35		39
Five Corners Funding Trust, 4.42%, 11/15/23 (c)		200		207
Ford Motor Credit Co., LLC, 4.21%, 4/15/16		100		102
Freeport-McMoRan, Inc., 3.88%, 3/15/23		25		23
General Electric Capital Corp., 5.30%, 2/11/21		100		112
MTN 5.88%, 1/14/38		25		30
Series G 6.00%, 8/7/19		145		166
Genworth Holdings, Inc., 7.20%, 2/15/21		50		52
Gilead Sciences, Inc., 4.80%, 4/1/44		25		26
Goldman Sachs Group, Inc. (The), 4.38%, 3/16/17	EUR	50		59
6.75%, 10/1/37	$	125		147
MTN 4.80%, 7/8/44		25		25
Home Depot, Inc., 5.88%, 12/16/36		50		60
HSBC Finance Corp., 6.68%, 1/15/21		50		58
HSBC USA, Inc., 3.50%, 6/23/24		100		101
International Business Machines Corp., 1.95%, 2/12/19		100		100
JPMorgan Chase & Co., 3.20%, 1/25/23		25		25
3.88%, 2/1/24		70		71
4.25%, 10/15/20		50		53
4.63%, 5/10/21		140		152
Kinder Morgan Energy Partners LP, 4.15%, 2/1/24		50		49
Kinder Morgan, Inc., 4.30%, 6/1/25		50		48
Liberty Mutual Group, Inc., 4.85%, 8/1/44 (c)		25		24
McDonald's Corp., 3.38%, 5/26/25		100		98
Medtronic, Inc., 3.63%, 3/15/24		100		103
4.63%, 3/15/45 (c)		25		25
Merck & Co., Inc., 2.80%, 5/18/23		100		98
Monongahela Power Co., 5.40%, 12/15/43 (c)		50		55

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Corporate Bonds (cont'd)
NBC Universal Media LLC, 4.38%, 4/1/21	$	130	$	141
NetApp, Inc., 2.00%, 12/15/17		25		25
Ohio Power Co., 5.38%, 10/1/21		75		86
Omnicom Group, Inc., 3.63%, 5/1/22		30		30
3.65%, 11/1/24		32		31
Oncor Electric Delivery Co., LLC, 6.80%, 9/1/18		80		93
Oracle Corp., 3.40%, 7/8/24		75		75
PepsiCo, Inc., 3.60%, 3/1/24		100		103
Philip Morris International, Inc., 2.13%, 5/30/19	EUR	100		118
Plains All American Pipeline LP/PAA Finance Corp., 6.70%, 5/15/36	$	60		71
8.75%, 5/1/19		110		134
PPL WEM Ltd./Western Power Distribution Ltd., 3.90%, 5/1/16 (c)		60		61
Principal Financial Group, Inc., 8.88%, 5/15/19		50		62
Prudential Financial, Inc., 6.63%, 12/1/37		40		48
Rowan Cos., Inc., 5.85%, 1/15/44		50		42
Spectra Energy Capital LLC, 7.50%, 9/15/38		50		57
Target Corp., 3.50%, 7/1/24		75		77
Time Warner Cable, Inc., 4.50%, 9/15/42		75		61
Time Warner, Inc., 7.70%, 5/1/32		25		33
Tyson Foods, Inc., 3.95%, 8/15/24		25		25
UnitedHealth Group, Inc., 1.40%, 10/15/17		25		25
4.25%, 3/15/43		25		24
Verizon Communications, Inc., 4.67%, 3/15/55 (c)		82		72
5.01%, 8/21/54		69		64
Wells Fargo & Co., 4.13%, 8/15/23		40		42
Series M 3.45%, 2/13/23		100		100
Zimmer Biomet Holdings, Inc., 5.75%, 11/30/39		50		56
				5,649
Total Corporate Bonds (Cost $12,773)				12,731

	Face Amount (000)		Value (000)
Sovereign (13.2%)
Australia (0.5%)
Australia Government Bond, 2.75%, 4/21/24	AUD	300	$	229
3.25%, 4/21/25		685		539
				768
Bermuda (0.1%)
Bermuda Government International Bond, 4.85%, 2/6/24 (c)	$	200		212
Brazil (0.9%)
Brazil Notas do Tesouro Nacional, Series F, 10.00%, 1/1/25	BRL	5,700		1,498
Canada (0.6%)
Canadian Government Bond, 3.25%, 6/1/21	CAD	1,060		956
China (0.1%)
Sinopec Group Overseas Development 2015 Ltd., 2.50%, 4/28/20 (c)	$	200		197
France (0.9%)
Credit Mutuel - CIC Home Loan SFH, 1.50%, 11/16/17 (c)		200		201
France Government Bond OAT, 1.75%, 5/25/23	EUR	800		954
5.50%, 4/25/29		235		390
				1,545
Germany (0.3%)
Bundesrepublik Deutschland, 4.25%, 7/4/39		230		397
4.75%, 7/4/34		90		156
				553
Greece (0.2%)
Hellenic Republic Government Bond, 3.00%, 2/24/23 - 2/24/42 (d)		680		296
Hungary (0.3%)
Hungary Government International Bond, 5.38%, 3/25/24	$	52		56
5.75%, 11/22/23		360		401
				457
Indonesia (0.3%)
Indonesia Government International Bond, 5.88%, 1/15/24 (c)		400		443
Ireland (0.5%)
Ireland Government Bond, 5.40%, 3/13/25	EUR	530		789
Italy (1.6%)
Italy Buoni Poliennali Del Tesoro, 1.50%, 6/1/25		140		145
2.35%, 9/15/24 (c)		876		1,077
4.00%, 9/1/20		350		443
5.50%, 11/1/22		635		877
				2,542

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Sovereign (cont'd)
Japan (2.1%)
Japan Government Ten Year Bond, 0.50%, 9/20/24	JPY	65,000	$	536
1.10%, 3/20/21		90,000		776
Japan Government Thirty Year Bond, 1.70%, 6/20/33		170,000		1,536
2.00%, 9/20/40		60,000		557
				3,405
Kazakhstan (0.1%)
KazMunayGas National Co., JSC, 6.38%, 4/9/21	$	200		210
Korea, Republic of (0.1%)
Korea Development Bank (The), 3.88%, 5/4/17		200		208
Mexico (0.2%)
Mexican Bonos, 8.00%, 6/11/20	MXN	3,000		214
Petroleos Mexicanos, 6.38%, 1/23/45	$	160		165
				379
New Zealand (0.9%)
New Zealand Government Bond, 5.50%, 4/15/23	NZD	1,900		1,483
Poland (0.4%)
Poland Government Bond, 4.00%, 10/25/23	PLN	2,459		693
South Africa (0.1%)
South Africa Government Bond, 7.75%, 2/28/23	ZAR	1,300		105
Spain (1.0%)
Spain Government Bond, 4.20%, 1/31/37 (c)	EUR	375		485
4.40%, 10/31/23 (c)		50		66
5.85%, 1/31/22 (c)		390		546
Spain Government Inflation Linked Bond, 1.00%, 11/30/30 (c)		310		322
1.80%, 11/30/24 (c)		221		261
				1,680
United Kingdom (2.0%)
United Kingdom Gilt, 2.75%, 9/7/24	GBP	920		1,531
4.25%, 6/7/32 - 9/7/39		910		1,803
				3,334
Total Sovereign (Cost $23,326)				21,753
U.S. Treasury Securities (8.7%)
United States (8.7%)
U.S. Treasury Bond, 3.50%, 2/15/39	$	970		1,046
U.S. Treasury Inflation Indexed Bond, 0.25%, 1/15/25		9,963		9,788

	Face Amount (000)		Value (000)
U.S. Treasury Notes, 0.63%, 9/30/17	$	1,400	$	1,396
2.38%, 6/30/18		2,000		2,080
Total U.S. Treasury Securities (Cost $14,319)				14,310
Total Fixed Income Securities (Cost $57,827)				56,234
	Shares
Common Stocks (50.0%)
Australia (0.7%)
AGL Energy Ltd.		677		8
Alumina Ltd.		6,719		8
Amcor Ltd.		2,089		22
AMP Ltd.		5,422		25
ASX Ltd.		375		12
Australia & New Zealand Banking Group Ltd.		4,486		111
BHP Billiton Ltd.		4,416		92
Brambles Ltd.		2,286		19
CIMIC Group Ltd.		311		5
Coca-Cola Amatil Ltd.		403		3
Commonwealth Bank of Australia		1,913		126
CSL Ltd.		753		50
Echo Entertainment Group Ltd.		278		1
Fortescue Metals Group Ltd.		2,175		3
GPT Group REIT		5,677		19
Incitec Pivot Ltd.		3,334		10
Insurance Australia Group Ltd.		3,794		16
Macquarie Group Ltd.		541		34
National Australia Bank Ltd.		3,336		86
Newcrest Mining Ltd. (e)		987		10
Orica Ltd.		817		13
Origin Energy Ltd.		1,806		17
Orora Ltd.		2,089		3
QBE Insurance Group Ltd.		2,615		28
Recall Holdings Ltd.		457		2
Rio Tinto Ltd.		594		25
Santos Ltd.		1,445		9
Scentre Group REIT		7,639		22
Shopping Centres Australasia Property Group REIT		329		1
South32 Ltd. (e)		8,656		12
South32 Ltd. (e)		4,416		6
Stockland REIT		6,650		21
Suncorp Group Ltd.		2,222		23
Sydney Airport		562		2
Tabcorp Holdings Ltd.		285		1
Telstra Corp., Ltd.		5,482		26
Transurban Group		2,557		18
Treasury Wine Estates Ltd.		1,224		5
Wesfarmers Ltd.		1,477		44
Westfield Corp. REIT		3,501		25
Westpac Banking Corp.		3,768		93
Woodside Petroleum Ltd.		832		22
Woolworths Ltd.		1,601		33
				1,111

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Austria (0.1%)
BUWOG AG (e)		47	$	1
Erste Group Bank AG (e)		2,518		72
Immofinanz AG (e)		955		2
Verbund AG		128		2
Voestalpine AG		270		11
				88
Belgium (0.3%)
Ageas		580		22
Anheuser-Busch InBev N.V.		895		107
Colruyt SA		364		16
Delhaize Group SA		69		6
Groupe Bruxelles Lambert SA		390		32
KBC Groep N.V.		2,481		166
Proximus		193		7
Solvay SA		232		32
Telenet Group Holding N.V. (e)		80		4
UCB SA		142		10
Umicore SA		424		20
Viohalco SA (e)		253		1
				423
Canada (0.8%)
Agnico-Eagle Mines Ltd.		200		6
Agrium, Inc.		200		21
Bank of Montreal		500		30
Bank of Nova Scotia		800		41
Barrick Gold Corp.		1,100		12
Barrick Gold Corp.		36,000		384
BCE, Inc.		1,000		42
Blackberry Ltd. (e)		500		4
Brookfield Asset Management, Inc., Class A		1,050		37
Cameco Corp.		500		7
Canadian Imperial Bank of Commerce		500		37
Canadian National Railway Co.		1,000		58
Canadian Natural Resources Ltd.		1,000		27
Canadian Pacific Railway Ltd.		200		32
Cenovus Energy, Inc.		800		13
Crescent Point Energy Corp.		300		6
Eldorado Gold Corp.		600		2
Enbridge, Inc.		900		42
Encana Corp.		900		10
Goldcorp, Inc.		800		13
Imperial Oil Ltd.		100		4
Kinross Gold Corp. (e)		1,200		3
Loblaw Cos., Ltd.		129		6
Lululemon Athletica, Inc. (e)		900		59
Magna International, Inc.		600		34
Manulife Financial Corp.		2,900		54
National Bank of Canada		400		15
Penn West Petroleum Ltd.		500		1
Potash Corp. of Saskatchewan, Inc.		900		28
Power Corp. of Canada		600		15
Rogers Communications, Inc., Class B		400		14

	Shares		Value (000)
Royal Bank of Canada		1,200	$	73
Silver Wheaton Corp.		400		7
Sun Life Financial, Inc.		800		27
Suncor Energy, Inc.		1,600		44
Teck Resources Ltd., Class B		500		5
Thomson Reuters Corp.		500		19
Toronto-Dominion Bank (The)		1,800		76
TransCanada Corp.		600		24
Yamana Gold, Inc.		900		3
				1,335
Chile (0.0%)
Antofagasta PLC		2,777		30
China (0.0%)
CRRC Corp., Ltd. H Shares (e)(f)		6,300		9
Hanergy Thin Film Power Group Ltd. (e)(f)		18,000		9
Wynn Macau Ltd. (f)		2,800		5
				23
Denmark (0.3%)
AP Moeller - Maersk A/S Series A		13		23
AP Moeller - Maersk A/S Series B		18		33
Danske Bank A/S		962		28
DSV A/S		717		23
Novo Nordisk A/S Series B		4,890		266
Novozymes A/S Series B		464		22
Pandora A/S		90		10
Vestas Wind Systems A/S		485		24
				429
Finland (0.1%)
Elisa Oyj		520		16
Fortum Oyj		1,116		20
Kone Oyj, Class B		893		36
Metso Oyj		357		10
Nokia Oyj		6,626		45
Nokian Renkaat Oyj		240		8
Orion Oyj, Class B		159		6
Sampo Oyj, Class A		912		43
Stora Enso Oyj, Class R		1,002		10
UPM-Kymmene Oyj		554		10
Valmet Oyj		204		2
Wartsila Oyj		476		22
				228
France (1.4%)
Aeroports de Paris (ADP)		110		12
Air Liquide SA		776		98
Airbus Group SE		988		64
Alcatel-Lucent (e)		7,434		27
Alstom SA (e)		406		11
Arkema SA		55		4
Atos SE		109		8
AXA SA		4,422		112
BNP Paribas SA		2,551		154
Bouygues SA		668		25

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
France (cont'd)
Cap Gemini SA		483	$	43
Carrefour SA		1,262		40
Casino Guichard Perrachon SA		109		8
CGG SA (e)		292		2
Christian Dior SE		182		36
Cie de Saint-Gobain		873		39
Cie Generale des Etablissements Michelin		419		44
Credit Agricole SA		16,389		244
Danone SA		736		48
Electricite de France SA		1,358		30
Essilor International SA		303		36
Fonciere Des Regions REIT		53		4
GDF Suez		3,158		59
Gecina SA REIT		37		5
Groupe Eurotunnel SE		1,494		22
Hermes International		46		17
Iliad SA		27		6
Imerys SA		150		11
Kering		55		10
Klepierre REIT		319		14
L'Oreal SA		420		75
Lafarge SA		549		36
Legrand SA		345		19
LVMH Moet Hennessy Louis Vuitton SE		519		91
Natixis SA		1,063		8
Numericable-SFR SAS (e)		109		6
Orange SA		3,937		61
Pernod Ricard SA		351		41
Peugeot SA (e)		386		8
Publicis Groupe SA		367		27
Renault SA		412		43
Rexel SA		259		4
Safran SA		360		24
Sanofi		1,267		125
Schneider Electric SE		1,095		76
SES SA		614		21
Societe Generale SA		1,862		87
Sodexo SA		272		26
Suez Environnement Co.		341		6
Technip SA		158		10
Thales SA		156		9
Total SA		2,225		108
Unibail-Rodamco SE REIT		116		29
Vallourec SA		167		3
Veolia Environnement SA		586		12
Vinci SA		1,212		70
Vivendi SA		2,587		65
Zodiac Aerospace		150		5
				2,328
Germany (1.0%)
Adidas AG		324		25
Allianz SE (Registered)		688		107

	Shares		Value (000)
BASF SE		1,173	$	103
Bayer AG (Registered)		1,143		160
Bayerische Motoren Werke AG		637		70
Brenntag AG		82		5
Commerzbank AG (e)		6,734		86
Continental AG		158		37
Daimler AG (Registered)		1,211		110
Deutsche Annington Immobilien SE		150		4
Deutsche Bank AG (Registered)		1,765		53
Deutsche Boerse AG		187		15
Deutsche Lufthansa AG (Registered) (e)		220		3
Deutsche Post AG (Registered)		915		27
Deutsche Telekom AG (Registered)		4,551		78
E.ON SE		2,908		39
Esprit Holdings Ltd. (f)		2,897		3
Fraport AG Frankfurt Airport Services Worldwide		125		8
Fresenius Medical Care AG & Co., KGaA		226		19
Fresenius SE & Co., KGaA		645		41
Fuchs Petrolub SE (Preference)		109		5
HeidelbergCement AG		252		20
Henkel AG & Co., KGaA		194		18
Henkel AG & Co., KGaA (Preference)		360		40
Hugo Boss AG		55		6
Infineon Technologies AG		1,553		19
K&S AG (Registered)		312		13
Lanxess AG		146		9
Linde AG		268		51
Merck KGaA		236		24
Metro AG		390		12
Muenchener Rueckversicherungs AG (Registered)		331		59
Osram Licht AG		69		3
Porsche Automobil Holding SE (Preference)		320		27
QIAGEN N.V. (e)		570		14
RWE AG		930		20
Salzgitter AG		88		3
SAP SE		1,369		96
Siemens AG (Registered)		1,187		120
Symrise AG		109		7
Telefonica Deutschland Holding AG		1,785		10
ThyssenKrupp AG		426		11
Volkswagen AG		153		35
Volkswagen AG (Preference)		237		55
				1,670
Greece (0.1%)
Aegean Airlines SA		275		2
Alpha Bank AE (e)		17,647		5
Athens Water Supply & Sewage Co., SA (The)		188		1
Attica Bank SA (e)		11,731		1
Ellaktor SA (e)		877		2
Eurobank Ergasias SA (e)		42,965		6
FF Group (e)		259		6

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Greece (cont'd)
Fourlis Holdings SA (e)		369	$	1
Frigoglass SAIC (e)		126		—	@
GEK Terna Holding Real Estate Construction SA (e)		751		1
Grivalia Properties REIC AE REIT		251		2
Hellenic Exchanges - Athens Stock Exchange SA Holding		1,064		5
Hellenic Petroleum SA (e)		561		2
Hellenic Telecommunications Organization SA		1,295		10
Intralot SA-Integrated Lottery Systems & Services (e)		322		1
JUMBO SA		1,069		7
Lamda Development SA (e)		87		—	@
Marfin Investment Group Holdings SA (e)		5,065		1
Metka SA		174		1
Motor Oil Hellas Corinth Refineries SA (e)		366		3
Mytilineos Holdings SA (e)		868		5
National Bank of Greece SA (e)		8,041		9
OPAP SA		1,119		8
Piraeus Bank SA (e)		9,722		4
Piraeus Port Authority SA		31		—	@
Public Power Corp. SA (e)		1,844		8
Sarantis SA		45		—	@
Terna Energy SA (e)		232		1
Thrace Plastics Co., SA		152		—	@
Titan Cement Co., SA		179		4
				96
Hong Kong (0.3%)
Bank of East Asia Ltd. (The)		3,438		15
BOC Hong Kong Holdings Ltd.		4,500		19
Cheung Kong Property Holdings Ltd. (e)		4,052		34
CK Hutchison Holdings Ltd.		4,052		59
CLP Holdings Ltd.		2,700		23
Global Brands Group Holding Ltd. (e)		8,000		2
Hang Lung Group Ltd.		1,000		4
Hang Lung Properties Ltd.		4,000		12
Hang Seng Bank Ltd.		1,700		33
Henderson Land Development Co., Ltd.		3,061		21
Hong Kong & China Gas Co., Ltd.		7,067		15
Hong Kong Exchanges and Clearing Ltd.		1,366		48
Kerry Logistics Network Ltd.		750		1
Kerry Properties Ltd.		1,500		6
Link REIT (The)		2,754		16
MTR Corp., Ltd.		3,184		15
New World Development Co., Ltd.		7,118		9
Power Assets Holdings Ltd.		2,000		18
Sands China Ltd.		3,200		11
Sino Land Co., Ltd.		5,853		10
Sun Hung Kai Properties Ltd.		2,530		41
Swire Pacific Ltd., Class A		1,000		13
Swire Properties Ltd.		950		3
Wharf Holdings Ltd.		1,400		9
				437

	Shares		Value (000)
Ireland (0.1%)
Bank of Ireland (e)		182,452	$	74
CRH PLC		1,214		34
				108
Italy (0.6%)
Assicurazioni Generali SpA		1,877		34
Atlantia SpA		755		19
Banca Monte dei Paschi di Siena SpA (e)		1,520		3
Banco Popolare SC (e)		2,118		35
Enel Green Power SpA		7,667		15
Enel SpA		11,742		53
Eni SpA		2,182		39
Exor SpA		94		4
Finmeccanica SpA (e)		598		8
Intesa Sanpaolo SpA		100,942		366
Luxottica Group SpA		321		21
Mediobanca SpA		766		8
Prysmian SpA		198		4
Saipem SpA (e)		257		3
Snam SpA		4,316		21
Telecom Italia SpA (e)		16,146		20
Telecom Italia SpA		8,893		9
Terna Rete Elettrica Nazionale SpA		1,572		7
UniCredit SpA		37,870		254
Unione di Banche Italiane SCPA		5,621		45
				968
Japan (2.4%)
Aeon Co., Ltd.		1,900		27
Aisin Seiki Co., Ltd.		400		17
Ajinomoto Co., Inc.		2,000		43
Asahi Glass Co., Ltd.		2,000		12
Asahi Group Holdings Ltd.		900		29
Asahi Kasei Corp.		3,000		25
Astellas Pharma, Inc.		2,500		36
Bank of Yokohama Ltd. (The)		5,000		31
Bridgestone Corp.		1,200		44
Canon, Inc.		1,300		42
Central Japan Railway Co.		234		42
Chubu Electric Power Co., Inc.		1,100		16
Chugoku Electric Power Co., Inc. (The)		700		10
Dai Nippon Printing Co., Ltd.		1,000		10
Dai-ichi Life Insurance Co., Ltd. (The)		1,700		33
Daiichi Sankyo Co., Ltd.		1,000		19
Daikin Industries Ltd.		400		29
Daiwa House Industry Co., Ltd.		2,000		47
Daiwa Securities Group, Inc.		5,000		37
Denso Corp.		700		35
East Japan Railway Co.		500		45
Eisai Co., Ltd.		600		40
FANUC Corp.		300		61
Fast Retailing Co., Ltd.		100		45
FUJIFILM Holdings Corp.		1,000		36
Fujitsu Ltd.		4,000		22

The accompanying notes are an integral part of the financial statements.
12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Japan (cont'd)
Hankyu Hanshin Holdings, Inc.		5,000	$	30
Hitachi Ltd.		5,000		33
Honda Motor Co., Ltd.		1,900		62
Hoya Corp.		900		36
Inpex Corp.		1,200		14
ITOCHU Corp.		2,200		29
Japan Tobacco, Inc.		1,246		44
JFE Holdings, Inc.		900		20
JX Holdings, Inc.		4,300		19
Kansai Electric Power Co., Inc. (The) (e)		1,200		13
Kao Corp.		700		33
KDDI Corp.		1,800		43
Keyence Corp.		200		108
Kintetsu Group Holdings Co., Ltd.		6,000		20
Kirin Holdings Co., Ltd.		2,000		28
Kobe Steel Ltd.		8,000		13
Komatsu Ltd.		1,600		32
Konica Minolta, Inc.		1,500		18
Kubota Corp.		3,000		48
Kuraray Co., Ltd.		1,000		12
Kyocera Corp.		600		31
Kyushu Electric Power Co., Inc. (e)		800		9
LIXIL Group Corp.		1,100		22
Marubeni Corp.		3,000		17
Mitsubishi Chemical Holdings Corp.		3,500		22
Mitsubishi Corp.		1,800		40
Mitsubishi Electric Corp.		3,000		39
Mitsubishi Estate Co., Ltd.		2,000		43
Mitsubishi Heavy Industries Ltd.		7,000		43
Mitsui & Co., Ltd.		2,200		30
Mitsui Fudosan Co., Ltd.		2,000		56
Mitsui OSK Lines Ltd.		3,000		10
Mizuho Financial Group, Inc.		28,900		63
MS&AD Insurance Group Holdings, Inc.		1,100		34
Murata Manufacturing Co., Ltd.		300		52
NEC Corp.		8,000		24
NGK Insulators Ltd.		1,000		26
Nidec Corp.		400		30
Nikon Corp.		800		9
Nintendo Co., Ltd.		100		17
Nippon Building Fund, Inc. REIT		4		18
Nippon Steel Sumitomo Metal Corp.		10,000		26
Nippon Telegraph & Telephone Corp.		1,400		51
Nippon Yusen KK		3,000		8
Nissan Motor Co., Ltd.		3,000		31
Nitto Denko Corp.		300		25
Nomura Holdings, Inc.		5,300		36
NTT DoCoMo, Inc.		2,100		40
Odakyu Electric Railway Co., Ltd.		3,000		28
Olympus Corp.		500		17
Omron Corp.		700		30
Oriental Land Co., Ltd.		800		51

	Shares		Value (000)
ORIX Corp.		1,710	$	25
Osaka Gas Co., Ltd.		5,000		20
Panasonic Corp.		2,800		38
Rakuten, Inc.		2,000		32
Ricoh Co., Ltd.		2,000		21
Rohm Co., Ltd.		300		20
Secom Co., Ltd.		500		32
Sekisui House Ltd.		2,000		32
Seven & I Holdings Co., Ltd.		1,200		52
Sharp Corp. (e)		2,000		2
Shikoku Electric Power Co., Inc.		500		7
Shin-Etsu Chemical Co., Ltd.		500		31
Shionogi & Co., Ltd.		1,200		47
Shiseido Co., Ltd.		800		18
Shizuoka Bank Ltd. (The)		3,000		31
SMC Corp.		200		60
Softbank Corp.		1,100		65
Sompo Japan Nipponkoa Holdings, Inc.		1,000		37
Sony Corp. (e)		1,300		37
Sumitomo Chemical Co., Ltd.		3,000		18
Sumitomo Corp.		1,900		22
Sumitomo Electric Industries Ltd.		1,200		19
Sumitomo Metal Mining Co., Ltd.		1,000		15
Sumitomo Mitsui Financial Group, Inc.		1,900		85
Sumitomo Mitsui Trust Holdings, Inc.		5,000		23
Sumitomo Realty & Development Co., Ltd.		1,000		35
Suzuki Motor Corp.		700		24
T&D Holdings, Inc.		1,700		25
Takeda Pharmaceutical Co., Ltd.		900		43
TDK Corp.		400		31
Terumo Corp.		1,000		24
Tohoku Electric Power Co., Inc.		1,000		14
Tokio Marine Holdings, Inc.		1,100		46
Tokyo Electric Power Co., Inc. (e)		3,400		19
Tokyo Electron Ltd.		500		32
Tokyo Gas Co., Ltd.		4,000		21
Tokyu Corp.		3,000		20
Toray Industries, Inc.		3,000		25
Toshiba Corp.		5,000		17
Toyota Industries Corp.		800		46
Toyota Motor Corp.		3,400		228
West Japan Railway Co.		400		26
Yahoo! Japan Corp.		4,700		19
Yamada Denki Co., Ltd.		2,500		10
Yamato Holdings Co., Ltd.		400		8
				3,968
Kazakhstan (0.0%)
KAZ Minerals PLC (e)		1,579		5
Luxembourg (0.0%)
Altice SA (e)		67		9
Mexico (0.0%)
Fresnillo PLC		392		4

The accompanying notes are an integral part of the financial statements.
13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Netherlands (0.3%)
Akzo Nobel N.V.		620	$	45
ArcelorMittal		1,912		19
ASML Holding N.V.		659		68
Boskalis Westminster N.V.		109		5
CNH Industrial N.V.		1,445		13
Fiat Chrysler Automobiles N.V. (e)		1,443		21
Fugro N.V. CVA (e)		96		2
Heineken N.V.		613		47
ING Groep N.V. CVA		7,070		117
Koninklijke Ahold N.V.		1,981		37
Koninklijke DSM N.V.		109		6
Koninklijke KPN N.V.		3,295		13
Koninklijke Philips N.V.		2,485		63
Koninklijke Vopak N.V.		116		6
OCI N.V. (e)		177		5
PostNL N.V. (e)		656		3
TNT Express N.V.		586		5
Unilever N.V. CVA		1,953		81
				556
Norway (0.1%)
Akastor ASA (e)		246		—	@
Aker Solutions ASA		246		1
DNB ASA		3,121		52
Gjensidige Forsikring ASA		529		9
Kvaerner ASA		246		—	@
Norsk Hydro ASA		2,778		12
Orkla ASA		1,208		10
REC Silicon ASA (e)		1,171		—	@
Statoil ASA		2,284		41
Subsea 7 SA (e)		420		4
Telenor ASA		2,243		49
Yara International ASA		569		30
				208
Poland (0.0%)
Jeronimo Martins SGPS SA		411		5
Portugal (0.0%)
Banco Comercial Portugues SA (e)		262,851		23
Banco Espirito Santo SA (Registered) (e)(g)		78,166		—	@
EDP - Energias de Portugal SA		7,107		27
Galp Energia SGPS SA		421		5
Pharol SGPS SA (Registered) (e)		1,039		1
				56
South Africa (0.1%)
Mota-Engil Africa N.V.		74		1
SABMiller PLC		4,472		232
				233
Spain (0.6%)
Abertis Infraestructuras SA		838		14
ACS Actividades de Construccion y Servicios SA		527		17
Amadeus IT Holding SA, Class A		450		18

	Shares		Value (000)
Banco Bilbao Vizcaya Argentaria SA		7,894	$	77
Banco de Sabadell SA		30,286		73
Banco Popular Espanol SA		13,921		67
Banco Santander SA		15,813		110
Bankia SA (e)		68,325		87
Bankinter SA		5,165		38
CaixaBank SA		37,690		175
Distribuidora Internacional de Alimentacion SA		947		7
Enagas SA		768		21
Ferrovial SA		812		18
Gas Natural SDG SA		1,076		24
Grifols SA		139		6
Grifols SA, Class B		19		1
Iberdrola SA		6,809		46
Inditex SA		2,209		72
International Consolidated Airlines Group SA (e)		1,797		14
Red Electrica Corp., SA		144		11
Repsol SA		1,442		25
Telefonica SA		6,057		86
				1,007
Sweden (0.9%)
Alfa Laval AB		1,815		32
Assa Abloy AB, Class B		3,402		64
Atlas Copco AB, Class A		3,215		90
Atlas Copco AB, Class B		1,760		44
Boliden AB		904		16
Electrolux AB, Class B		644		20
Hennes & Mauritz AB, Class B		3,494		135
Hexagon AB, Class B		800		29
Husqvarna AB, Class B		486		4
ICA Gruppen AB		109		4
Investment AB Kinnevik		376		12
Investor AB, Class B		1,472		55
Millicom International Cellular SA SDR		350		26
Nordea Bank AB		11,831		148
Ratos AB, Class B		242		2
Sandvik AB		4,742		52
Skandinaviska Enskilda Banken AB, Class A		8,486		108
Skanska AB, Class B		1,387		28
SKF AB, Class B		1,557		35
Svenska Cellulosa AB SCA, Class B		1,952		50
Svenska Handelsbanken AB, Class A		8,112		118
Swedbank AB, Class A		1,985		46
Swedish Match AB		1,446		41
Tele2 AB, Class B		1,607		19
Telefonaktiebolaget LM Ericsson, Class B		10,055		104
TeliaSonera AB		18,048		106
Volvo AB, Class B		6,600		82
				1,470

The accompanying notes are an integral part of the financial statements.
14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Switzerland (2.8%)
ABB Ltd. (Registered) (e)		10,294	$	216
Actelion Ltd. (Registered) (e)		826		121
Adecco SA (Registered) (e)		856		70
Baloise Holding AG (Registered)		328		40
Cie Financiere Richemont SA (Registered)		1,973		160
Coca-Cola HBC AG (e)		258		6
Credit Suisse Group AG (Registered) (e)		5,187		143
GAM Holding AG (e)		1,136		24
Geberit AG (Registered)		272		91
Givaudan SA (Registered) (e)		43		74
Holcim Ltd. (Registered) (e)		1,035		76
Julius Baer Group Ltd. (e)		954		54
Kuehne & Nagel International AG (Registered)		339		45
Lonza Group AG (Registered) (e)		409		55
Nestle SA (Registered)		10,453		755
Novartis AG (Registered)		4,975		490
Roche Holding AG (Genusschein)		4,027		1,128
Schindler Holding AG		292		48
SGS SA (Registered)		41		75
Sonova Holding AG (Registered)		429		58
Swatch Group AG (The)		294		67
Swiss Life Holding AG (Registered) (e)		132		30
Swiss Re AG		569		50
Syngenta AG (Registered)		515		209
UBS Group AG (Registered) (e)		15,172		322
Zurich Insurance Group AG (e)		734		223
				4,630
United Arab Emirates (0.0%)
Orascom Construction Ltd. (e)		30		—	@
United Kingdom (6.4%)
3i Group PLC		4,963		40
Aberdeen Asset Management PLC		899		6
Admiral Group PLC		1,603		35
Aggreko PLC		259		6
Amec Foster Wheeler PLC		1,662		21
Anglo American PLC		5,521		80
ARM Holdings PLC		9,588		156
Ashtead Group PLC		436		8
AstraZeneca PLC		3,618		228
Aviva PLC		22,757		176
Babcock International Group PLC		572		10
BAE Systems PLC		19,281		137
Barclays PLC		88,547		362
BG Group PLC		11,049		184
BHP Billiton PLC		8,895		175
BP PLC		42,651		282
British American Tobacco PLC		6,651		357
British Land Co., PLC REIT		5,003		62
BT Group PLC		53,827		381
Bunzl PLC		436		12
Burberry Group PLC		1,963		48
Cairn Energy PLC (e)		2,702		7

	Shares		Value (000)
Capita PLC		4,446	$	86
Centrica PLC		26,482		110
Compass Group PLC		10,489		174
Croda International PLC		232		10
Diageo PLC		8,850		256
Direct Line Insurance Group PLC		924		5
Dixons Carphone PLC		695		5
Experian PLC		6,280		114
G4S PLC		14,544		61
GKN PLC		1,158		6
GlaxoSmithKline PLC		12,219		254
Glencore PLC (e)		34,547		139
Hammerson PLC REIT		3,958		38
Hargreaves Lansdown PLC		491		9
HSBC Holdings PLC		37,024		332
ICAP PLC		2,393		20
Imperial Tobacco Group PLC		4,072		196
Indivior PLC (e)		2,979		11
Inmarsat PLC		1,351		19
Intertek Group PLC		109		4
Intu Properties PLC REIT		3,113		15
Investec PLC		2,907		26
ITV PLC		2,112		9
J Sainsbury PLC		1,594		7
Johnson Matthey PLC		1,219		58
Kingfisher PLC		831		5
Land Securities Group PLC REIT		4,732		90
Legal & General Group PLC		27,885		109
Lloyds Banking Group PLC		127,148		170
London Stock Exchange Group PLC		341		13
Lonmin PLC (e)		357		1
Man Group PLC		8,436		21
Marks & Spencer Group PLC		6,183		52
Melrose Industries PLC		1,673		6
National Grid PLC		16,317		210
Next PLC		1,337		156
Old Mutual PLC		23,047		73
Pearson PLC		259		5
Petrofac Ltd.		1,454		21
Prudential PLC		15,137		364
Randgold Resources Ltd.		378		25
Reckitt Benckiser Group PLC		2,979		257
Reed Elsevier PLC		7,739		126
Rexam PLC		3,426		30
Rio Tinto PLC		5,632		231
Rolls-Royce Holdings PLC (e)		13,084		179
Royal Bank of Scotland Group PLC (e)		13,933		77
Royal Dutch Shell PLC, Class A		11,092		311
Royal Dutch Shell PLC, Class B		8,887		252
RSA Insurance Group PLC		4,888		30
Schroders PLC		729		36
Segro PLC REIT		4,169		27
Severn Trent PLC		1,651		54

The accompanying notes are an integral part of the financial statements.
15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United Kingdom (cont'd)
Shire PLC		4,481	$	359
Signet Jewelers Ltd.		600		77
Sky PLC		8,386		137
Smith & Nephew PLC		5,772		97
Smiths Group PLC		2,940		52
Sports Direct International PLC (e)		409		5
SSE PLC		4,812		116
Standard Chartered PLC		6,508		104
Standard Life PLC		10,016		70
Tesco PLC		30,043		100
Travis Perkins PLC		409		14
Tullow Oil PLC		4,038		22
Unilever PLC		4,638		199
United Utilities Group PLC		4,220		59
Verizon Communications, Inc.		12,190		569
Vodafone Group PLC		140,395		507
Weir Group PLC (The)		1,217		32
WM Morrison Supermarkets PLC		13,694		39
Wolseley PLC		1,512		97
WPP PLC		12,956		290
				10,613
United States (30.6%)
3M Co.		3,329		514
AAON, Inc.		200		5
Aaron's, Inc.		300		11
Abaxis, Inc.		200		10
Abbott Laboratories		4,582		225
AbbVie, Inc.		3,982		268
Accenture PLC, Class A		2,286		221
Actuant Corp., Class A		400		9
Adobe Systems, Inc. (e)		874		71
ADT Corp. (The)		13		—	@
Advance Auto Parts, Inc.		100		16
AES Corp.		274		4
Aetna, Inc.		285		36
Aflac, Inc.		3,100		193
Agilent Technologies, Inc.		203		8
Alexander & Baldwin, Inc.		200		8
Alexion Pharmaceuticals, Inc. (e)		221		40
Allegion PLC		100		6
Allergan PLC (e)		199		60
Alpha Natural Resources, Inc. (e)		109		—	@
Altera Corp.		301		15
Altria Group, Inc.		7,100		347
Amazon.com, Inc. (e)		1,183		514
Ameren Corp.		189		7
American Electric Power Co., Inc.		652		35
American Express Co.		12,874		1,001
American International Group, Inc.		6,500		402
American Tower Corp. REIT		458		43
American Vanguard Corp.		200		3
Ameriprise Financial, Inc.		201		25

	Shares		Value (000)
AmerisourceBergen Corp.		354	$	38
AMETEK, Inc.		200		11
Amgen, Inc.		2,268		348
Amphenol Corp., Class A		868		50
Anadarko Petroleum Corp.		3,112		243
Analog Devices, Inc.		152		10
Analogic Corp.		100		8
Annaly Capital Management, Inc. REIT		917		8
Anthem, Inc.		322		53
Apache Corp.		229		13
Apple, Inc.		17,285		2,168
ArcBest Corp.		300		10
AT&T, Inc.		13,838		492
Automatic Data Processing, Inc.		311		25
Avery Dennison Corp.		371		23
Baker Hughes, Inc.		641		40
Balchem Corp.		100		6
Ball Corp.		100		7
Bank of America Corp.		38,203		650
Bank of New York Mellon Corp. (The)		949		40
Baxter International, Inc.		3,058		214
BB&T Corp.		916		37
Becton Dickinson and Co.		293		42
Bed Bath & Beyond, Inc. (e)		1,391		96
Belden, Inc.		100		8
Berkshire Hathaway, Inc., Class B (e)		3,200		436
Best Buy Co., Inc.		2,300		75
Biogen, Inc. (e)		950		384
BlackRock, Inc.		949		328
Bloomin' Brands, Inc.		800		17
Boeing Co. (The)		2,231		309
Boston Properties, Inc. REIT		158		19
Boston Scientific Corp. (e)		686		12
Bristol-Myers Squibb Co.		7,768		517
Broadcom Corp., Class A		337		17
Brookfield Property Partners LP		40		1
C.H. Robinson Worldwide, Inc.		209		13
Cablevision Systems Corp.		588		14
Cabot Oil & Gas Corp.		300		9
California Resources Corp.		2,201		13
Callaway Golf Co.		600		5
Cameron International Corp. (e)		80		4
Cantel Medical Corp.		200		11
Capital One Financial Corp.		201		18
Cardinal Health, Inc.		164		14
Carnival Corp.		2		—	@
Carter's, Inc.		300		32
Cash America International, Inc.		200		5
Caterpillar, Inc.		3,132		266
CBS Corp., Class B		811		45
CDK Global, Inc.		137		7
Celadon Group, Inc.		400		8
Celgene Corp. (e)		2,744		318

The accompanying notes are an integral part of the financial statements.
16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
CenterPoint Energy, Inc.		158	$	3
CenturyLink, Inc.		808		24
Cerner Corp. (e)		670		46
CF Industries Holdings, Inc.		35		2
Charles Schwab Corp. (The)		1,857		61
Chemed Corp.		100		13
Chesapeake Energy Corp.		223		2
Chevron Corp.		5,732		553
Chipotle Mexican Grill, Inc. (e)		40		24
Cigna Corp.		393		64
Cimarex Energy Co.		100		11
Cintas Corp.		169		14
CIRCOR International, Inc.		100		5
Cisco Systems, Inc.		16,277		447
CIT Group, Inc.		444		21
Citigroup, Inc.		10,766		595
Citrix Systems, Inc. (e)		333		23
Cliffs Natural Resources, Inc.		15		—	@
CME Group, Inc.		191		18
Coach, Inc.		322		11
Coca-Cola Co.		3,077		121
Coca-Cola Enterprises, Inc.		102		4
Cognizant Technology Solutions Corp., Class A (e)		626		38
Colgate-Palmolive Co.		8,904		582
Comcast Corp., Class A		7,988		480
Comcast Corp. Special Class A		706		42
Comerica, Inc.		201		10
Concho Resources, Inc. (e)		109		12
ConocoPhillips		5,757		354
CONSOL Energy, Inc.		414		9
Consolidated Edison, Inc.		316		18
Costco Wholesale Corp.		2,109		285
CR Bard, Inc.		111		19
Crown Castle International Corp. REIT		535		43
CST Brands, Inc.		271		11
CSX Corp.		750		24
Cubic Corp.		200		10
Cummins, Inc.		9		1
Curtiss-Wright Corp.		100		7
CVS Health Corp.		9,548		1,001
Danaher Corp.		4,632		396
Darden Restaurants, Inc.		800		57
DaVita HealthCare Partners, Inc. (e)		282		22
Deere & Co.		22		2
DENTSPLY International, Inc.		200		10
Devon Energy Corp.		356		21
DIRECTV, Class A (e)		512		48
Discover Financial Services		605		35
Discovery Communications, Inc., Class A (e)		505		17
Discovery Communications, Inc., Class C (e)		1,415		44
Dollar General Corp.		2,000		155

	Shares		Value (000)
Dollar Tree, Inc. (e)		1,400	$	111
Dominion Resources, Inc.		354		24
Dow Chemical Co. (The)		5,400		276
DTE Energy Co.		263		20
Duke Energy Corp.		2,555		180
Dun & Bradstreet Corp. (The)		144		18
Eagle Materials, Inc.		100		8
Eaton Corp., PLC		27		2
eBay, Inc. (e)		5,359		323
Ecolab, Inc.		29		3
Edison International		448		25
Edwards Lifesciences Corp. (e)		147		21
EI du Pont de Nemours & Co.		3,900		249
Eli Lilly & Co.		3,432		287
EMC Corp.		12,115		320
EMCOR Group, Inc.		200		10
Emerson Electric Co.		3,134		174
Encore Wire Corp.		100		4
Energen Corp.		100		7
Ensign Group, Inc. (The)		200		10
Entergy Corp.		265		19
EOG Resources, Inc.		910		80
EQT Corp.		100		8
Equity Residential REIT		337		24
Estee Lauder Cos., Inc. (The), Class A		368		32
Exelon Corp.		699		22
Expedia, Inc.		100		11
Express Scripts Holding Co. (e)		2,160		192
Exxon Mobil Corp.		11,874		988
Facebook, Inc., Class A (e)		4,300		369
Fair Isaac Corp.		100		9
Family Dollar Stores, Inc.		800		63
Fastenal Co.		14		1
FedEx Corp.		319		54
Fifth Third Bancorp		1,365		28
Financial Engines, Inc.		200		8
FirstEnergy Corp.		391		13
Fluor Corp.		41		2
FMC Technologies, Inc. (e)		89		4
Ford Motor Co.		16,094		242
Franklin Resources, Inc.		301		15
Freeport-McMoRan, Inc.		28,200		525
Frontier Communications Corp.		623		3
G-III Apparel Group Ltd. (e)		300		21
Gap, Inc. (The)		2,800		107
General Dynamics Corp.		66		9
General Electric Co.		17,708		470
General Growth Properties, Inc. REIT		905		23
General Mills, Inc.		846		47
Gilead Sciences, Inc.		3,773		442
Global Payments, Inc.		100		10
Goldman Sachs Group, Inc. (The)		1,725		360
Goodyear Tire & Rubber Co. (The)		300		9

The accompanying notes are an integral part of the financial statements.
17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
Google, Inc., Class A (e)		658	$	355
Google, Inc., Class C (e)		659		343
H&R Block, Inc.		1,800		53
Halliburton Co.		26,430		1,138
Halyard Health, Inc. (e)		275		11
Hanesbrands, Inc.		2,600		87
HCP, Inc. REIT		298		11
Health Care REIT, Inc.		337		22
Heartland Express, Inc.		400		8
Heartland Payment Systems, Inc.		200		11
Henry Schein, Inc. (e)		149		21
Hershey Co. (The)		149		13
Hess Corp.		209		14
Hewlett-Packard Co.		3,806		114
Home Depot, Inc.		5,400		600
Honeywell International, Inc.		5,041		514
Hudson City Bancorp, Inc.		170		2
Humana, Inc.		118		23
Illinois Tool Works, Inc.		26		2
IMI PLC		232		4
Intel Corp.		9,563		291
Intercontinental Exchange, Inc.		115		26
Interface, Inc.		400		10
International Business Machines Corp.		2,846		463
International Speedway Corp., Class A		200		7
Interpublic Group of Cos., Inc. (The)		1,260		24
Intuit, Inc.		305		31
Intuitive Surgical, Inc. (e)		43		21
Invacare Corp.		200		4
Invesco Ltd.		652		24
Iron Mountain, Inc. REIT		501		16
Johnson & Johnson		8,320		811
Johnson Controls, Inc.		588		29
Jones Lang LaSalle, Inc.		100		17
Joy Global, Inc.		41		1
JPMorgan Chase & Co.		15,038		1,019
Juniper Networks, Inc.		898		23
KB Home		600		10
Kellogg Co.		503		32
KeyCorp		979		15
Keysight Technologies, Inc. (e)		101		3
Kimberly-Clark Corp.		2,500		265
Kimco Realty Corp. REIT		826		19
Kohl's Corp.		1,582		99
Kraft Foods Group, Inc.		86		7
Kroger Co. (The)		860		62
L Brands, Inc.		2,250		193
Laboratory Corp. of America Holdings (e)		155		19
Landstar System, Inc.		100		7
Las Vegas Sands Corp.		147		8
Lennar Corp., Class A		200		10
Li & Fung Ltd. (f)		8,000		6

	Shares		Value (000)
Liberty Global PLC, Class A (e)		339	$	18
Liberty Global PLC Series C (e)		999		51
Liberty Property Trust REIT		442		14
Lincoln National Corp.		1,800		107
Lithia Motors, Inc., Class A		100		11
Lockheed Martin Corp.		14		3
Loews Corp.		200		8
Lowe's Cos., Inc.		5,742		385
M&T Bank Corp.		181		23
Macerich Co. (The) REIT		337		25
Macy's, Inc.		2,200		148
Mallinckrodt PLC (e)		26		3
Manpowergroup, Inc.		99		9
Marathon Oil Corp.		486		13
Marathon Petroleum Corp.		638		33
Marriott International, Inc., Class A		1,802		134
Mastercard, Inc., Class A		6,510		609
MAXIMUS, Inc.		100		7
McDonald's Corp.		3,274		311
McGraw Hill Financial, Inc.		396		40
McKesson Corp.		282		63
Mead Johnson Nutrition Co.		235		21
Medtronic PLC		5,949		441
Men's Wearhouse, Inc. (The)		300		19
Merck & Co., Inc.		6,422		366
Methode Electronics, Inc.		200		5
MetLife, Inc.		7,900		442
Microsoft Corp.		19,514		862
Minerals Technologies, Inc.		100		7
Mondelez International, Inc., Class A		2,224		91
Monsanto Co.		848		90
Mosaic Co. (The)		26		1
Murphy Oil Corp.		316		13
Murphy USA, Inc. (e)		129		7
NASDAQ OMX Group, Inc. (The)		170		8
National Oilwell Varco, Inc.		497		24
NetApp, Inc.		914		29
New York Community Bancorp, Inc.		170		3
Newfield Exploration Co. (e)		434		16
Newmont Mining Corp.		21,144		494
News Corp., Class A (e)		1,194		17
News Corp., Class B (e)		256		4
NextEra Energy, Inc.		299		29
NII Holdings, Inc. (e)		90		—
NIKE, Inc., Class B		5,202		562
Noble Corp., PLC		201		3
Noble Energy, Inc.		256		11
Nordstrom, Inc.		1,424		106
Norfolk Southern Corp.		687		60
Northrop Grumman Corp.		17		3
NOW, Inc. (e)		149		3
O'Reilly Automotive, Inc. (e)		229		52
Occidental Petroleum Corp.		2,803		218

The accompanying notes are an integral part of the financial statements.
18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
Olympic Steel, Inc.		200	$	3
Omnicom Group, Inc.		259		18
ONE Gas, Inc.		102		4
ONEOK, Inc.		308		12
Oracle Corp.		11,907		480
PACCAR, Inc.		20		1
Paragon Offshore PLC		67		—	@
Peabody Energy Corp.		3,403		7
Pentair PLC		6		—	@
People's United Financial, Inc.		170		3
PepsiCo, Inc.		4,494		419
PerkinElmer, Inc.		200		11
Pfizer, Inc.		14,012		470
PG&E Corp.		444		22
Philip Morris International, Inc.		4,254		341
Phillips 66		2,037		164
Pioneer Natural Resources Co.		382		53
Pitney Bowes, Inc.		184		4
Plum Creek Timber Co., Inc. REIT		442		18
PNC Financial Services Group, Inc. (The)		1,610		154
PPL Corp.		471		14
Praxair, Inc.		26		3
Precision Castparts Corp.		5		1
Priceline Group, Inc. (The) (e)		48		55
Principal Financial Group, Inc.		1,900		97
PrivateBancorp, Inc.		200		8
Procter & Gamble Co. (The)		8,573		671
ProLogis, Inc. REIT		297		11
Prudential Financial, Inc.		3,200		280
Public Service Enterprise Group, Inc.		571		22
Public Storage REIT		151		28
PVH Corp.		100		12
QEP Resources, Inc.		500		9
QUALCOMM, Inc.		7,976		500
Quest Diagnostics, Inc.		232		17
Range Resources Corp.		331		16
Rayonier Advanced Materials, Inc.		153		2
Rayonier, Inc. REIT		360		9
Raytheon Co.		20		2
Regions Financial Corp.		1,387		14
Republic Services, Inc.		496		19
Robert Half International, Inc.		201		11
Rockwell Automation, Inc.		9		1
Ross Stores, Inc.		3,332		162
Rouse Properties, Inc. REIT		44		1
Royal Caribbean Cruises Ltd.		2		—	@
Ryland Group, Inc. (The)		200		9
Salesforce.com, Inc. (e)		449		31
SanDisk Corp.		282		16
Schlumberger Ltd.		4,119		355
Scripps Networks Interactive, Inc., Class A		143		9
Sempra Energy		331		33

	Shares		Value (000)
Seventy Seven Energy, Inc. (e)		15	$	—	@
Sigma-Aldrich Corp.		100		14
Simon Property Group, Inc. REIT		1,188		206
Skyworks Solutions, Inc.		100		10
SM Energy Co.		200		9
Sonic Automotive, Inc., Class A		300		7
Southern Co. (The)		566		24
Southwest Airlines Co.		200		7
Southwestern Energy Co. (e)		572		13
Spectra Energy Corp.		705		23
Sprint Corp. (e)		3,116		14
St. Jude Medical, Inc.		344		25
Standex International Corp.		100		8
Staples, Inc.		325		5
Starbucks Corp.		6,594		354
State Street Corp.		332		26
Stericycle, Inc. (e)		235		31
Steven Madden Ltd. (e)		400		17
Stewart Information Services Corp.		100		4
Stryker Corp.		305		29
SunTrust Banks, Inc.		531		23
Symantec Corp.		818		19
SYNNEX Corp.		100		7
Sysco Corp.		798		29
T. Rowe Price Group, Inc.		262		20
Talen Energy Corp. (e)		58		1
Talmer Bancorp, Inc., Class A		400		7
Target Corp.		7,247		592
TE Connectivity Ltd.		167		11
Tenaris SA		473		6
Texas Instruments, Inc.		9,024		465
Textron, Inc.		200		9
Thermo Fisher Scientific, Inc.		486		63
Time Warner Cable, Inc.		348		62
Time Warner, Inc.		1,956		171
Time, Inc.		294		7
Titan International, Inc.		400		4
TJX Cos., Inc. (The)		6,069		402
Torchmark Corp.		900		52
Towers Watson & Co., Class A		100		13
Tractor Supply Co.		100		9
Triumph Group, Inc.		100		7
Twenty-First Century Fox, Inc., Class A		4,077		133
Twenty-First Century Fox, Inc., Class B		624		20
Tyco International PLC		27		1
Ultra Petroleum Corp. (e)		130		2
UniFirst Corp.		100		11
Union Pacific Corp.		5,112		488
United Parcel Service, Inc., Class B		6,070		588
United Technologies Corp.		9,344		1,037
UnitedHealth Group, Inc.		5,291		646
Universal Health Services, Inc., Class B		100		14
Unum Group		1,800		64

The accompanying notes are an integral part of the financial statements.
19

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
Urban Edge Properties REIT		59	$	1
Urban Outfitters, Inc. (e)		800		28
US Bancorp		4,259		185
Valero Energy Corp.		646		40
Varian Medical Systems, Inc. (e)		257		22
Ventas, Inc. REIT		337		21
Verisk Analytics, Inc. (e)		152		11
VF Corp.		324		23
Viacom, Inc., Class B		273		18
Visa, Inc., Class A		8,372		562
Vornado Realty Trust REIT		118		11
Vulcan Materials Co.		100		8
Wabtec Corp.		100		9
Wal-Mart Stores, Inc.		9,392		666
Walgreens Boots Alliance, Inc.		905		76
Walt Disney Co. (The)		5,782		660
Waste Management, Inc.		510		24
Weatherford International PLC (e)		1,434		18
WEC Energy Group, Inc.		199		9
Wells Fargo & Co.		11,101		624
Werner Enterprises, Inc.		300		8
Western Union Co. (The)		80		2
Weyerhaeuser Co. REIT		636		20
Whole Foods Market, Inc.		648		26
Williams Cos., Inc. (The)		863		50
Williams-Sonoma, Inc.		600		49
Woodward, Inc.		200		11
World Fuel Services Corp.		200		10
WP GLIMCHER, Inc. REIT		644		9
WPX Energy, Inc. (e)		274		3
WW Grainger, Inc.		3		1
Wynn Resorts Ltd.		103		10
Xcel Energy, Inc.		376		12
Xerox Corp.		1,850		20
Xylem, Inc.		121		4
Yahoo!, Inc. (e)		906		36
Yum! Brands, Inc.		392		35
Zimmer Biomet Holdings, Inc.		235		26
Zions Bancorporation		300		10
Zoetis, Inc.		3,688		178
				50,618
Total Common Stocks (Cost $72,960)				82,656
	No. of Rights
Rights (0.0%)
United States (0.0%)
Safeway Casa Ley CVR (e)		104		—	@
Safeway PDC, LLC CVR (e)		104		—	@
Total Rights (Cost $—@)				—	@

	No. of Warrants		Value (000)
Warrants (0.0%)
France (0.0%)
Peugeot SA, expires 4/29/17 (e) (Cost $—@)		386	$	2
	Shares
Investment Companies (5.4%)
United States (5.4%)
iShares MSCI Emerging Markets Index Fund		7,100		281
Morgan Stanley Institutional Fund, Inc. — Emerging Markets Portfolio (See Note G)		117,951		2,735
SPDR S&P 500 ETF Trust		28,344		5,835
Total Investment Companies (Cost $7,524)				8,851
Short-Term Investments (11.2%)
Investment Company (10.2%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $16,923)		16,922,553		16,923
	Face Amount (000)
U.S. Treasury Security (1.0%)
U.S. Treasury Bill 0.09%, 12/10/15 (h)(i) (Cost $1,733)	$	1,734		1,734
Total Short-Term Investments (Cost $18,656)				18,657
Total Investments (100.7%) (Cost $156,967) (j)				166,400
Liabilities in Excess of Other Assets (-0.7%)				(1,163	)
Net Assets (100.0%)			$	165,237

(a)  Security is subject to delayed delivery.

(b)  Variable/Floating Rate Security — Interest rate changes on these instruments are based on changes in a designated base rate. The rates shown are those in effect on June 30, 2015.

(c)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(d)  Multi-step — Coupon rate changes in predetermined increments to maturity. Rate disclosed is as of June 30, 2015. Maturity date disclosed is the ultimate maturity date.

(e)  Non-income producing security.

(f)  Security trades on the Hong Kong exchange.

(g)  Security has been deemed illiquid at June 30, 2015.

(h)  Rate shown is the yield to maturity at June 30, 2015.

(i)  All or a portion of the security was pledged to cover margin requirements for swap agreements.

(j)  Securities are available for collateral in connection with securities purchased on a forward commitment basis, open foreign currency forward exchange contracts, futures contracts and swap agreements.

@  Value is less than $500.

CVA  Certificaten Van Aandelen.

MTN  Medium Term Note.

OAT  Obligations Assimilables du Trésor (French Treasury Obligation).

REIT  Real Estate Investment Trust.

SDR  Swedish Depositary Receipt.

SPDR  Standard & Poor's Depository Receipt.

TBA  To Be Announced.

The accompanying notes are an integral part of the financial statements.
20

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts:

The Portfolio had the following foreign currency forward exchange contracts open at June 30, 2015:

Counterparty	Currency to Deliver (000)		Value (000)		Settlement Date	In Exchange For (000)		Value (000)		Unrealized Appreciation (Depreciation) (000)
Bank of America NA	CHF	179	$	191	7/23/15	USD	192	$	192	$	1
Bank of America NA	GBP	110		172	7/23/15	USD	172		172		—	@
Bank of America NA	PLN	79		21	7/23/15	USD	21		21		—	@
Bank of America NA	USD	7,709		7,709	7/23/15	EUR	6,859		7,649		(60	)
Bank of America NA	USD	545		545	7/23/15	EUR	489		545		(—	@)
Bank of America NA	USD	86		86	7/23/15	GBP	55		86		—	@
Bank of Montreal	AUD	1,893		1,459	7/23/15	USD	1,465		1,465		6
Bank of Montreal	NZD	1,780		1,204	7/23/15	USD	1,238		1,238		34
Bank of Montreal	USD	1,451		1,451	7/23/15	CAD	1,790		1,433		(18	)
Bank of Montreal	USD	819		819	7/23/15	JPY	101,069		826		7
Bank of Montreal	USD	10		10	7/23/15	MXN	148		10		(—	@)
Bank of Montreal	USD	52		52	7/23/15	TRY	143		53		1
Bank of New York Mellon	USD	713		713	7/23/15	JPY	88,020		719		6
Barclays Bank PLC	BRL	1,338		427	7/23/15	USD	427		427		(—	@)
Barclays Bank PLC	CLP	15,112		24	7/23/15	USD	24		24		—	@
Barclays Bank PLC	USD	229		229	7/23/15	BRL	729		233		4
Citibank NA	CNY	3,353		530	5/19/16	USD	537		537		7
Citibank NA	CNY	9,823		1,554	5/19/16	USD	1,574		1,574		20
Citibank NA	IDR	1,286,049		96	7/23/15	USD	96		96		(—	@)
Citibank NA	MXN	420		27	7/3/15	USD	27		27		—	@
Citibank NA	THB	49,021		1,451	7/23/15	USD	1,451		1,451		—	@
Citibank NA	USD	60		60	7/3/15	EUR	53		60		(—	@)
Citibank NA	USD	505		505	7/23/15	INR	32,228		504		(1	)
Citibank NA	USD	618		618	7/23/15	JPY	76,182		623		5
Citibank NA	USD	250		250	7/23/15	THB	8,443		250		—	@
Commonwealth Bank of Australia	AUD	2,139		1,649	7/23/15	USD	1,656		1,656		7
Credit Suisse International	CHF	102		109	7/23/15	USD	109		109		—	@
Credit Suisse International	NZD	735		497	7/23/15	USD	511		511		14
Credit Suisse International	USD	299		299	7/23/15	ILS	1,149		304		5
Deutsche Bank AG	CAD	446		357	7/3/15	USD	357		357		—	@
Deutsche Bank AG	CHF	248		266	7/23/15	USD	267		267		1
Deutsche Bank AG	CNY	6,549		1,035	5/19/16	USD	1,049		1,049		14
Deutsche Bank AG	HUF	1,917		7	7/23/15	USD	7		7		—	@
Deutsche Bank AG	PLN	635		169	7/23/15	USD	172		172		3
Deutsche Bank AG	USD	357		357	8/5/15	CAD	446		357		(—	@)
Deutsche Bank AG	USD	439		439	7/23/15	DKK	2,914		435		(4	)
Deutsche Bank AG	USD	178		178	7/23/15	MYR	667		177		(1	)
Deutsche Bank AG	USD	332		332	7/23/15	SGD	446		331		(1	)
Deutsche Bank AG	USD	11		11	7/3/15	ZAR	136		11		—	@
Goldman Sachs International	USD	261		261	7/23/15	EUR	233		260		(1	)
Goldman Sachs International	USD	5		5	7/23/15	HKD	42		5		—	@
Goldman Sachs International	USD	621		621	7/23/15	HKD	4,817		621		(—	@)
Goldman Sachs International	USD	956		956	7/23/15	JPY	117,879		964		8
HSBC Bank PLC	NZD	2,026		1,373	7/3/15	USD	1,445		1,445		72
HSBC Bank PLC	THB	4,054		120	7/3/15	USD	120		120		(—	@)
HSBC Bank PLC	USD	355		355	7/3/15	CAD	446		357		2
HSBC Bank PLC	USD	280		280	7/3/15	EUR	249		277		(3	)
JPMorgan Chase Bank NA	EUR	237		265	7/3/15	USD	263		263		(2	)
JPMorgan Chase Bank NA	EUR	106		118	7/3/15	USD	118		118		(—	@)

The accompanying notes are an integral part of the financial statements.
21

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Currency to Deliver (000)		Value (000)		Settlement Date	In Exchange For (000)		Value (000)		Unrealized Appreciation (Depreciation) (000)
JPMorgan Chase Bank NA	KRW	1,830,013	$	1,640	7/23/15	USD	1,640	$	1,640	$	(—	@)
JPMorgan Chase Bank NA	KRW	529,495		474	7/23/15	USD	473		473		(1	)
JPMorgan Chase Bank NA	NZD	513		347	7/3/15	USD	360		360		13
JPMorgan Chase Bank NA	PLN	1,094		291	7/3/15	USD	295		295		4
JPMorgan Chase Bank NA	RUB	20,264		364	7/23/15	USD	361		361		(3	)
JPMorgan Chase Bank NA	TWD	7,611		247	7/23/15	USD	247		247		(—	@)
JPMorgan Chase Bank NA	USD	11		11	7/23/15	INR	720		11		—	@
JPMorgan Chase Bank NA	USD	71		71	7/3/15	NOK	550		70		(1	)
JPMorgan Chase Bank NA	USD	75		75	7/3/15	NZD	109		73		(2	)
JPMorgan Chase Bank NA	USD	558		558	7/23/15	RUB	30,950		557		(1	)
JPMorgan Chase Bank NA	USD	120		120	7/3/15	THB	4,054		120		—	@
JPMorgan Chase Bank NA	USD	239		239	7/23/15	TWD	7,379		240		1
JPMorgan Chase Bank NA	ZAR	136		11	7/3/15	USD	11		11		(—	@)
Northern Trust Company	USD	222		222	7/23/15	SGD	298		222		(—	@)
State Street Bank and Trust Co.	JPY	19,835		162	7/23/15	USD	162		162		—	@
State Street Bank and Trust Co.	SEK	2,460		297	7/23/15	USD	300		300		3
State Street Bank and Trust Co.	THB	26,582		786	7/23/15	USD	786		786		(—	@)
State Street Bank and Trust Co.	USD	222		222	7/23/15	MXN	3,429		218		(4	)
UBS AG	AUD	1,035		797	8/5/15	USD	797		797		—	@
UBS AG	AUD	1,035		798	7/3/15	USD	786		786		(12	)
UBS AG	CAD	234		187	7/23/15	USD	187		187		—	@
UBS AG	CHF	210		225	7/3/15	EUR	201		225		—	@
UBS AG	CHF	1,546		1,655	7/23/15	USD	1,662		1,662		7
UBS AG	CHF	158		169	7/3/15	USD	169		169		(—	@)
UBS AG	EUR	203		227	7/3/15	CHF	210		225		(2	)
UBS AG	EUR	202		225	8/5/15	CHF	210		225		(—	@)
UBS AG	EUR	180		200	7/3/15	PLN	750		199		(1	)
UBS AG	EUR	63		70	7/3/15	SEK	590		71		1
UBS AG	EUR	2,752		3,069	7/3/15	USD	3,068		3,068		(1	)
UBS AG	GBP	160		251	7/3/15	EUR	218		243		(8	)
UBS AG	GBP	80		126	7/3/15	USD	123		123		(3	)
UBS AG	KRW	654,466		587	7/3/15	USD	585		585		(2	)
UBS AG	MXN	3,268		208	7/23/15	USD	208		208		—	@
UBS AG	MYR	520		138	7/3/15	USD	138		138		—	@
UBS AG	PLN	1,138		302	7/3/15	USD	308		308		6
UBS AG	USD	798		798	7/3/15	AUD	1,035		798		(—	@)
UBS AG	USD	1,116		1,116	7/23/15	CAD	1,377		1,102		(14	)
UBS AG	USD	167		167	7/3/15	CHF	158		169		2
UBS AG	USD	169		169	8/5/15	CHF	158		169		—	@
UBS AG	USD	2,666		2,666	7/3/15	EUR	2,439		2,720		54
UBS AG	USD	304		304	7/3/15	EUR	269		300		(4	)
UBS AG	USD	3,069		3,069	8/5/15	EUR	2,752		3,070		1
UBS AG	USD	12		12	7/3/15	GBP	7		12		(—	@)
UBS AG	USD	505		505	7/23/15	INR	32,308		505		—	@
UBS AG	USD	3,759		3,759	7/3/15	JPY	466,538		3,812		53
UBS AG	USD	1,065		1,065	7/23/15	JPY	131,402		1,074		9
UBS AG	USD	12		12	7/3/15	JPY	1,445		12		—	@
UBS AG	USD	585		585	7/3/15	KRW	654,466		586		1
UBS AG	USD	584		584	8/5/15	KRW	654,466		586		2
UBS AG	USD	8		8	7/3/15	MXN	121		8		(—	@)

The accompanying notes are an integral part of the financial statements.
22

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Currency to Deliver (000)		Value (000)		Settlement Date	In Exchange For (000)		Value (000)		Unrealized Appreciation (Depreciation) (000)
UBS AG	USD	140	$	140	7/3/15	MYR	520	$	138	$	(2	)
UBS AG	USD	138		138	8/5/15	MYR	520		138		(—	@)
UBS AG	USD	132		132	7/23/15	NOK	1,028		131		(1	)
UBS AG	USD	168		168	7/3/15	SEK	1,391		168		—	@
UBS AG	USD	74		74	7/3/15	SGD	100		74		(—	@)
UBS AG	USD	121		121	7/23/15	SGD	162		121		(—	@)
UBS AG	USD	96		96	7/23/15	ZAR	1,197		98		2
UBS AG	ZAR	1,678		138	7/23/15	USD	138		138		—	@
Westpac Banking Corp.	USD	96		96	7/3/15	EUR	85		95		(1	)
			$	61,555				$	61,777	$	222

Futures Contracts:

The Portfolio had the following futures contracts open at June 30, 2015:

	Number of Contracts		Value (000)			Expiration Date	Unrealized Appreciation (Depreciation) (000)
Long:
Australian 10 yr. Bond (Australia)		6	$	580		Sep-15	$	2
Brent Crude Futures (United Kingdom)		31		2,038		Nov-15		54
CAC 40 Index (France)		1		53		Jul-15		—	@
Dax Index (Germany)		1		307		Sep-15		(2	)
Euro Stoxx 50 Index (Germany)		362		13,867		Sep-15		(266	)
FTSE MIB Index (Italy)		5		629		Sep-15		12
German Euro Bund (Germany)		3		508		Sep-15		2
Hang Seng Index (Hong Kong)		4		676		Jul-15		(21	)
IBEX 35 Index (Spain)		7		841		Jul-15		5
MSCI Emerging Market E Mini (United States)		173		8,299		Sep-15		(6	)
MSCI Singapore Free Index (Singapore)		12		662		Jul-15		(4	)
NIKKEI 225 Index (Japan)		76		6,275		Sep-15		(82	)
S&P 500 E MINI Index (United States)		12		1,233		Sep-15		(34	)
S+P TSE 60 Index (Canada)		17		2,297		Sep-15		(25	)
SGX S&P CNX Nifty (Singapore)		60		1,006		Jul-15		10
SPI 200 Index (Australia)		12		1,249		Sep-15		(33	)
U.S. Treasury 2 yr. Note (United States)		36		7,882		Sep-15		12
U.S. Treasury 5 yr. Note (United States)		42		5,009		Sep-15		(5	)
U.S. Treasury Ultra Bond (United States)		28		4,314		Sep-15		(129	)
Short:
Copper Futures (United States)		8		(523	)	Sep-15		2
FTSE 100 Index (United Kingdom)		25		(2,551	)	Sep-15		58
FTSE China A50 Index (Singapore)		128		(1,589	)	Jul-15		(31	)
German Euro BOBL (Germany)		1		(144	)	Sep-15		(—	@)
U.S. Treasury 10 yr. Note (United States)		128		(16,150	)	Sep-15		(25	)
U.S. Treasury Long Bond (United States)		11		(1,659	)	Sep-15		(15	)
U.S. Treasury Ultra Long Bond (United States)		2		(308	)	Sep-15		10
UK Long Gilt Bond (United Kingdom)		7		(1,273	)	Sep-15		5
							$	(506	)

The accompanying notes are an integral part of the financial statements.
23

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Credit Default Swap Agreements:

The Portfolio had the following credit default swap agreements open at June 30, 2015:

Swap Counterparty and Reference Obligation	Buy/Sell Protection	Notional Amount (000)		Pay/Receive Fixed Rate			Termination Date	Upfront Payment Paid (Received) (000)			Unrealized Appreciation (Depreciation) (000)			Value (000)			Credit Rating of Reference Obligation†
Bank of America NA Russian Federation	Sell	$	227		1.00	%	6/20/20	$	(39	)	$	18		$	(21	)	BBB-
Barclays Bank PLC Russian Federation	Sell		416		1.00		6/20/20		(74	)		36			(38	)	BBB-
Barclays Bank PLC Russian Federation	Sell		143		1.00		6/20/20		(24	)		11			(13	)	BBB-
Deutsche Bank AG Russian Federation	Sell		109		1.00		6/20/20		(18	)		8			(10	)	BBB-
Goldman Sachs International Australian Government	Buy		179		1.00		6/20/20		(6	)		(—	@)		(6	)	AAA
Goldman Sachs International People's Republic of China	Buy		88		1.00		6/20/20		(—	@)		(—	@)		(—	@)	AA-
JPMorgan Chase Bank NA Russian Federation	Sell		139		1.00		6/20/20		(24	)		12			(12	)	BBB-
JPMorgan Chase Bank NA Russian Federation	Sell		262		1.00		6/20/20		(45	)		22			(23	)	BBB-
JPMorgan Chase Bank NA Australian Government	Buy		712		1.00		6/20/20		(24	)		(—	@)		(24	)	AAA
JPMorgan Chase Bank NA People's Republic of China	Buy		159		1.00		6/20/20		(—	@)		(1	)		(1	)	AA-
JPMorgan Chase Bank NA People's Republic of China	Buy		459		1.00		6/20/20		(—	@)		(3	)		(3	)	AA-
JPMorgan Chase Bank NA Russian Federation	Sell		115		1.00		6/20/20		(20	)		9			(11	)	BBB-
JPMorgan Chase Bank NA Australian Government	Buy		1,132		1.00		6/20/20		(38	)		(—	@)		(38	)	AAA
JPMorgan Chase Bank NA People's Republic of China	Buy		1,811		1.00		6/20/20		(4	)		(7	)		(11	)	AA-
JPMorgan Chase Bank NA Australian Government	Buy		148		1.00		6/20/20		(5	)		(—	@)		(5	)	AAA
Morgan Stanley & Co., LLC* CDX.NA.IG.24	Buy		14,910		1.00		6/20/20		(235	)		18			(217	)	NR
Morgan Stanley & Co., LLC* CDX.NA.HY.24	Buy		5,881		5.00		6/20/20		(376	)		1			(375	)	NR
		$	26,890					$	(932	)	$	124		$	(808	)

Interest Rate Swap Agreements:

The Portfolio had the following interest rate swap agreements open at June 30, 2015:

Swap Counterparty	Floating Rate Index	Pay/Receive Floating Rate	Fixed Rate			Termination Date	Notional Amount (000)		Unrealized Appreciation (Depreciation) (000)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		0.97	%	6/9/17	$	22,500	$	(52	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		0.95		6/10/17		9,640		(19	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		0.93		6/29/17		18,613		(17	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.28		3/19/18		10,600		(76	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.71		3/19/20		3,500		(17	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.56		4/13/20		10,657		55
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.64		5/5/20		5,340		13
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.73		5/28/20		5,260		(1	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.79		7/1/20		3,380		(3	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.79		7/1/20		3,380		(2	)
									$	(119	)

The accompanying notes are an integral part of the financial statements.
24

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Total Return Swap Agreements:

The Portfolio had the following total return swap agreements open at June 30, 2015:

Swap Counterparty	Index	Notional Amount (000)			Floating Rate	Pay/Receive Total Return of Referenced Index	Maturity Date	Unrealized Appreciation (Depreciation) (000)
Bank of America NA	MSCI Daily Total Return Europe Net Food Beverage & Tobacco Index	$	1,171		3 Month USD LIBOR minus 0.24%	Pay	2/19/16	$	62
Bank of America NA	MSCI Daily Total Return Europe Net Food Beverage & Tobacco Index		266		3 Month USD LIBOR minus 0.24%	Pay	2/19/16		14
Bank of America NA	MSCI Daily Total Return Europe Net Food Beverage & Tobacco Index		532		3 Month USD LIBOR minus 0.24%	Pay	2/19/16		28
Bank of America NA	MSCI Daily Total Return Europe Net Food Beverage & Tobacco Index		543		3 Month USD LIBOR minus 0.24%	Pay	2/19/16		29
Bank of America NA	MSCI Daily Total Return Europe Net Food Beverage & Tobacco Index		310		3 Month USD LIBOR minus 0.24%	Pay	2/23/16		—	@
Bank of America NA	MSCI Daily Total Return Europe Net Food Beverage & Tobacco Index		469		3 Month USD LIBOR minus 0.24%	Pay	2/23/16		4
Bank of America NA	MSCI Daily Total Return Europe Net Household & Personal Products Index		—	@	3 Month USD LIBOR minus 0.25%	Pay	2/19/16		—	@
Bank of America NA	MSCI Daily Total Return Europe Net Household & Personal Products Index		138		3 Month USD LIBOR minus 0.25%	Pay	2/19/16		9
Bank of America NA	MSCI Daily Total Return Europe Net Household & Personal Products Index		21		3 Month USD LIBOR minus 0.25%	Pay	2/19/16		1
Bank of America NA	MSCI Daily Total Return Europe Net Household & Personal Products Index		42		3 Month USD LIBOR minus 0.25%	Pay	2/19/16		3
Bank of America NA	MSCI Daily Total Return Europe Net Household & Personal Products Index		42		3 Month USD LIBOR minus 0.25%	Pay	2/19/16		3
Bank of America NA	MSCI Daily Total Return Europe Net Household & Personal Products Index		120		3 Month USD LIBOR minus 0.25%	Pay	2/23/16		3
Bank of America NA	MSCI U.S. REIT Index		424		3 Month USD LIBOR plus 0.12%	Pay	7/5/16		2
Bank of America NA	MSCI U.S. REIT Index		847		3 Month USD LIBOR plus 0.12%	Pay	7/5/16		1
Barclays Bank PLC	Barclays Elevators Index††		519		3 Month USD LIBOR minus 0.20%	Pay	4/2/16		22
Citibank NA	S&P 500 Consumer Staples Index		4,110		3 Month USD LIBOR minus 0.17%	Pay	6/9/16		(22	)
Deutsche Bank AG	DB Global Machinery Index††		1,237		3 Month USD LIBOR minus 0.35%	Pay	11/5/15		53
Goldman Sachs International	GS Auto Components Index††		936		3 Month USD LIBOR minus 0.25%	Pay	12/12/15		32
Goldman Sachs International	GS China Exposed Autos Index††		1,319		3 Month USD LIBOR minus 0.10%	Pay	5/26/16		88
Goldman Sachs International	GS China Exposed Autos Index††		2,575		3 Month USD LIBOR minus 0.10%	Pay	5/26/16		12
JPMorgan Chase Bank NA	JPM Aerospace Index††		2,086		3 Month USD LIBOR minus 0.26%	Pay	9/2/15		102
JPMorgan Chase Bank NA	JPM Aerospace Index††		906		3 Month USD LIBOR minus 0.26%	Pay	9/2/15		44
JPMorgan Chase Bank NA	JPM Aerospace Index††		901		3 Month USD LIBOR minus 0.26%	Pay	9/2/15		44
JPMorgan Chase Bank NA	JPM U.S. Machinery Index††		1,401		3 Month USD LIBOR minus 0.245%	Pay	11/5/15		22
JPMorgan Chase Bank NA	JPMorgan Chase U.S. Dividend Basket Index††		770		3 Month USD LIBOR minus 0.18%	Pay	6/13/16		10
JPMorgan Chase Bank NA	JPMorgan Chase U.S. Refiners Index††		670		3 Month USD LIBOR minus 0.025%	Pay	4/9/16		(35)
JPMorgan Chase Bank NA	JPMorgan Chase U.S. Refiners Index††		134		3 Month USD LIBOR minus 0.025%	Pay	4/9/16		(8)
JPMorgan Chase Bank NA	JPMorgan Chase U.S. Refiners Index††		536		3 Month USD LIBOR minus 2.50%	Pay	4/9/16		(38)
JPMorgan Chase Bank NA	JPMorgan Chase U.S. Refiners Index††		540		3 Month USD LIBOR minus 0.05%	Pay	4/18/16		(28)
								$	457

†† See tables below for details of the equity basket holdings underlying the swap.

The accompanying notes are an integral part of the financial statements.
25

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

The following table represents the equity basket holdings underlying the total return swap with Barclays Elevators Index as of June 30, 2015.

Security Description	Index Weight
Barclays Elevators Index
Fujitec Co., Ltd.		2.37	%
Kone Oyj		37.35
Schindler Holding AG		25.86
United Technologies Corp.		34.42
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with DB Global Machinery Index as of June 30, 2015.

Security Description	Index Weight
DB Global Machinery Index
Alfa Laval AB		2.46	%
Atlas Copco AB		4.03
Atlas Copco AB		7.78
CNH Industrial N.V.		3.72
Daewoo Shipbuilding & Marine Engineering		0.69
Doosan Infracore Co., Ltd.		0.54
GEA Group AG		3.19
Hino Motors Ltd.		1.28
Hitachi Construction Machinery Co., Ltd.		0.75
Hiwin Technologies Corp.		0.63
Hyundai Heavy Industries Co., Ltd.		2.43
Hyundai Mipo Dockyard Co., Ltd.		0.42
IMI PLC		2.23
JTEKT Corp.		1.62
Kawasaki Heavy Industries Ltd.		2.60
Komatsu Ltd.		7.36
Kone Oyj		4.93
Kubota Corp.		6.66
MAN SE		1.51
Melrose Industries PLC		1.85
Metso Oyj		1.50
NGK Insulators Ltd.		3.25
Samsung Heavy Industries Co., Ltd.		1.06
Sandvik AB		5.39
Schindler Holding AG		1.50
Schindler Holding AG		3.15
Sembcorp Marine Ltd.		0.78
SMC Corp.		6.29
Sulzer AG		1.15
Sumitomo Heavy Industries Ltd.		1.22
United Tractors Tbk PT		1.27
Vallourec SA		1.06
Volvo AB		7.97
Wartsila Oyj		3.01
Weichai Power Co., Ltd.		0.69
Weir Group PLC (The)		2.73
Yangzijiang Shipbuilding Holdings Ltd.		0.85
Zoomlion Heavy Industry Science & Tech		0.45
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with GS Auto Components Index as of June 30, 2015.

Security Description	Index Weight
GS Auto Components Index
Aisin Seiki Co., Ltd.		2.70	%
Autoliv, Inc.		3.59
BorgWarner, Inc.		4.29
Bridgestone Corp.		7.98
Cheng Shin Rubber Industry Co., Ltd.		1.18
Cie Generale des Etablissements Michelin		6.47
Continental AG		8.61
Delphi Automotive PLC		8.44
Denso Corp.		8.03
GKN PLC		2.86
Halla Visteon Climate Control Corp.		0.43
Hankook Tire Co., Ltd.		0.92
Hyundai Mobis Co., Ltd.		4.27
Hyundai Wia Corp.		0.50
Johnson Controls, Inc.		10.92
Koito Manufacturing Co., Ltd.		1.25
Magna International, Inc.		7.89
NGK Spark Plug Co., Ltd.		1.64
NHK Spring Co., Ltd.		0.58
NOK Corp.		0.98
Nokian Renkaat Oyj		1.18
Pirelli & C. SpA		1.33
Stanley Electric Co., Ltd.		0.99
Sumitomo Electric Industries Ltd.		3.88
Sumitomo Rubber Industries Ltd.		0.88
Toyoda Gosei Co., Ltd.		0.52
Toyota Industries Corp.		3.08
Valeo SA		3.93
Yokohama Rubber Co., Ltd (The)		0.68
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with GS China Exposed Autos Index as of June 30, 2015.

Security Description	Index Weight
GS China Exposed Autos Index
Bayerische Motoren Werke AG		11.74	%
Daimler AG		27.35
Ford Motor Co.		17.40
General Motors Co.		13.70
Hyundai Motor Co.		6.29
Kia Motors Corp.		3.60
Nissan Motor Co., Ltd.		8.29
Volkswagen AG		11.63
		100.00	%

The accompanying notes are an integral part of the financial statements.
26

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

The following table represents the equity basket holdings underlying the total return swap with JPM Aerospace Index as of June 30, 2015.

Security Description	Index Weight
JPM Aerospace Index
Airbus Group SE		14.04	%
B/E Aerospace, Inc.		1.75
Boeing Co. (The)		32.67
Bombardier, Inc.		0.97
KLX, Inc.		0.70
Precision Castparts Corp.		9.90
Rolls-Royce Holdings PLC		7.28
Safran SA		7.89
Textron, Inc.		5.36
Thales SA		2.29
TransDigm Group, Inc.		3.63
United Technologies Corp.		10.89
Zodiac Aerospace		2.63
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with JPM U.S. Machinery Index as of June 30, 2015.

Security Description	Index Weight
JPM U.S. Machinery Index
AGCO Corp.		2.00	%
Caterpillar, Inc.		21.72
Cummins, Inc.		9.23
Deere & Co.		12.75
Dover Corp.		4.68
Flowserve Corp.		2.81
Illinois Tool Works, Inc.		13.85
Ingersoll-Rand PLC		7.27
Joy Global, Inc.		1.50
PACCAR, Inc.		8.92
Parker-Hannifin Corp.		6.47
Pentair PLC		5.17
SPX Corp.		1.08
Xylem, Inc.		2.55
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with JPMorgan Chase U.S. Dividend Basket Index as of June 30, 2015.

Security Description	Index Weight
JPMorgan Chase U.S. Dividend Basket Index
AbbVie, Inc.		0.53	%
Abercrombie & Fitch Co.		0.49
Acadia Realty Trust		0.50
AES Corp.		0.54
Alexandria Real Estate Equities, Inc.		0.50
ALLETE, Inc.		0.50
Alliant Energy Corp.		0.52
American Campus Communities, Inc.		0.51
American Eagle Outfitters, Inc.		0.54
American Electric Power Co., Inc.		0.51

Security Description	Index Weight
JPMorgan Chase U.S. Dividend Basket Index (cont'd)
American Financial Group, Inc.		0.54	%
Apartment Investment & Management Co.		0.53
Arthur J Gallagher & Co.		0.52
Associated Estates Realty Corp.		0.53
Atmos Energy Corp.		0.52
Atwood Oceanic's, Inc.		0.47
AvalonBay Communities, Inc.		0.52
Avon Products, Inc.		0.52
Bank of Hawaii Corp.		0.55
Baxter International, Inc.		0.57
Black Hills Corp		0.50
Brady Corp.		0.53
Brookline Bancorp, Inc.		0.31
Brooks Automation, Inc.		0.33
CA, Inc.		0.52
Camden Property Trust		0.53
Caterpillar, Inc.		0.53
Cato Corp. (The)		0.55
CDI Corp.		0.09
Cedar Realty Trust, Inc.		0.38
Cincinnati Financial Corp.		0.52
Cisco Systems, Inc.		0.51
City Holding Co.		0.28
Cleco Corp.		0.53
CMS Energy Corp.		0.52
Coach, Inc.		0.51
Coca-Cola Co.		0.51
Commercial Metals Co.		0.52
Community Bank System, Inc.		0.46
Compass Minerals International, Inc.		0.50
Comtech Telecommunications Corp.		0.30
CoreSite Realty Corp.		0.51
Cousins Properties, Inc.		0.53
Crown Castle International Corp.		0.51
CVB Financial Corp.		0.56
Cypress Semiconductor Corp.		0.47
Daktronics, Inc.		0.47
Darden Restaurants, Inc.		0.58
Denbury Resources, Inc.		0.48
Diamond Rock Hospitality Co.		0.52
Diebold, Inc.		0.52
Dime Community Bancshares, Inc.		0.30
Dine Equity, Inc.		0.53
Dominion Resources, Inc.		0.52
Domtar Corp.		0.50
Douglas Emmett, Inc.		0.50
Dow Chemical Co. (The)		0.51
DTE Energy Co.		0.51
Duke Realty Corp.		0.51
East Group Properties, Inc.		0.53
Eaton Corp PLC		0.50
Edison International		0.50

The accompanying notes are an integral part of the financial statements.
27

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Security Description	Index Weight
JPMorgan Chase U.S. Dividend Basket Index (cont'd)
El Paso Electric Co.		0.52	%
Emerson Electric Co.		0.50
Equity One, Inc.		0.51
Equity Residential		0.52
Eversource Energy		0.51
Exelon Corp.		0.50
Exxon Mobil Corp.		0.52
Federated Investors, Inc.		0.51
First Commonwealth Financial Corp.		0.51
First Financial Bancorp		0.40
First Merit Corp.		0.55
First Niagara Financial Group, Inc.		0.55
FNB Corp. (The)		0.56
Ford Motor Co.		0.53
General Cable Corp.		0.50
General Electric Co.		0.52
General Mills, Inc.		0.54
General Motors Co.		0.50
Great Plains Energy, Inc.		0.51
Gulf Island Fabrication, Inc.		0.17
Hancock Holding Co.		0.56
Hawaiian Electric Industries, Inc.		0.51
Helmerich & Payne, Inc.		0.52
Highwoods Properties, Inc.		0.51
Home Properties, Inc.		0.52
Horace Mann Educators Corp.		0.56
Host Hotels & Resorts, Inc.		0.53
IDACORP, Inc.		0.52
Innophos Holdings, Inc.		0.53
Intel Corp.		0.50
International Paper Co.		0.49
Intersil Corp.		0.50
Kellogg Co.		0.53
Kimberly-Clark Corp.		0.52
Kimco Realty Corp.		0.51
Kite Realty Group Trust		0.48
KLA-Tencor Corp.		0.52
Koppers Holdings, Inc.		0.50
Laclede Group, Inc. (The)		0.52
Landauer, Inc.		0.27
LaSalle Hotel Properties		0.52
Leidos Holdings, Inc.		0.50
Lexmark International, Inc.		0.53
Lockheed Martin Corp.		0.51
Lumos Networks Corp.		0.26
Macerich Co. (The)		0.49
Mack-Cali Realty Corp.		0.56
ManTech International Corp.		0.54
Marathon Oil Corp.		0.53
McDonald's Corp.		0.53
MDC Holdings, Inc.		0.57
MDU Resources Group, Inc.		0.51

Security Description	Index Weight
JPMorgan Chase U.S. Dividend Basket Index (cont'd)
Merck & Co, Inc.		0.51	%
Meredith Corp.		0.52
Microchip Technology, Inc.		0.53
Mid-America Apartment Communities, Inc.		0.51
Murphy Oil Corp.		0.52
Myers Industries, Inc.		0.21
National Oilwell Varco, Inc.		0.52
National Penn Bancshares, Inc.		0.55
Navient Corp.		0.51
NBT Bancorp, Inc.		0.31
New Jersey Resources Corp.		0.51
Next Era Energy, Inc.		0.52
NIC, Inc.		0.38
Northwestern Corp.		0.51
Nucor Corp.		0.47
Nutrisystem, Inc.		0.54
Occidental Petroleum Corp.		0.53
OFG Bancorp		0.43
OGE Energy Corp.		0.51
Old National Bancorp		0.55
ONE Gas, Inc.		0.54
Owens & Minor, Inc.		0.54
PACCAR, Inc.		0.53
Packaging Corp of America		0.49
Paychex, Inc.		0.51
Pennsylvania Real Estate Investment Trust		0.50
Pepco Holdings, Inc.		0.53
Pet Med Express, Inc.		0.41
Pfizer, Inc.		0.52
PG&E Corp.		0.50
Piedmont Natural Gas Co, Inc.		0.51
Pinnacle West Capital Corp.		0.51
Pitney Bowes, Inc.		0.51
PNM Resources, Inc.		0.51
Post Properties, Inc.		0.51
Potlatch Corp.		0.52
Procter & Gamble Co. (The)		0.53
Prologis, Inc.		0.49
Provident Financial Services, Inc.		0.36
Public Service Enterprise Group, Inc.		0.51
Public Storage		0.51
Questar Corp.		0.51
Rayonier, Inc.		0.53
Regency Centers Corp.		0.50
Rent-A-Center, Inc.		0.47
Reynolds American, Inc.		0.70
Saul Centers, Inc.		0.27
Schweitzer-Mauduit International, Inc.		0.52
Scotts Miracle-Gro Co. (The)		0.52
Seagate Technology PLC		0.46
Simon Property Group, Inc.		0.51
Sonoco Products Co.		0.51

The accompanying notes are an integral part of the financial statements.
28

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Security Description	Index Weight
JPMorgan Chase U.S. Dividend Basket Index (cont'd)
South Jersey Industries, Inc.		0.51	%
Southside Bancshares, Inc.		0.39
Sovran Self Storage, Inc.		0.52
Spok Holdings, Inc.		0.31
Stage Stores, Inc.		0.55
Staples, Inc.		0.49
Summit Hotel Properties, Inc.		0.52
Superior Industries International, Inc.		0.20
Sysco Corp.		0.51
Tanger Factory Outlet Centers, Inc.		0.50
Taubman Centers, Inc.		0.50
Tessera Technologies, Inc.		0.52
Time, Inc.		0.52
Tompkins Financial Corp.		0.21
TrustCo Bank Corp.		0.17
Trustmark Corp.		0.54
Tupperware Brands Corp.		0.52
UDR, Inc.		0.53
UIL Holdings Corp.		0.49
Umpqua Holdings Corp.		0.53
United Bankshares, Inc.		0.56
United Parcel Service, Inc.		0.52
Universal Corp.		0.58
Urban Edge Properties		0.50
Vectren Corp.		0.50
Waddell & Reed Financial, Inc.		0.53
Waste Management, Inc.		0.50
WEC Energy Group, Inc.		0.90
Weingarten Realty Investors		0.52
Westamerica Bancorporation		0.57
Westar Energy, Inc.		0.52
Western Refining, Inc.		0.55
Western Union Co. (The)		0.49
Weyerhaeuser Co.		0.53
WGL Holdings, Inc.		0.52
Xcel Energy, Inc.		0.52
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with JPMorgan Chase U.S. Refiners Index as of June 30, 2015.

Security Description	Index Weight
JPMorgan Chase U.S. Refiners Index
Delek U.S. Holdings, Inc.		1.30	%
Holly Frontier Corp.		6.96
Marathon Petroleum Corp.		20.15
PBF Energy, Inc.		2.70
Phillips 66		23.57
Tesoro Corp.		15.05
Valero Energy Corp.		27.16
Western Refining, Inc.		3.11
		100.00	%

@    Value is less than $500.

†    Credit rating as issued by Standard & Poor's.

*    Cleared swap agreement, the broker is Morgan Stanley & Co., LLC.

LIBOR  London Interbank Offered Rate.

AUD  — Australian Dollar

BRL  — Brazilian Real

CAD  — Canadian Dollar

CHF  — Swiss Franc

CLP  — Chilean Peso

CNY  — Chinese Yuan Renminbi

DKK  — Danish Krone

EUR  — Euro

GBP  — British Pound

HKD  — Hong Kong Dollar

HUF  — Hungarian Forint

IDR  — Indonesian Rupiah

ILS  — Israeli Shekel

INR  — Indian Rupee

JPY  — Japanese Yen

KRW  — South Korean Won

MXN  — Mexican Peso

MYR  — Malaysian Ringgit

NOK  — Norwegian Krone

NZD  — New Zealand Dollar

PLN  — Polish Zloty

RUB  — Russian Ruble

SEK  — Swedish Krona

SGD  — Singapore Dollar

THB  — Thai Baht

TRY  — Turkish Lira

TWD  — Taiwan Dollar

USD  — United States Dollar

ZAR  — South African Rand

Portfolio Composition

Classification	Percentage of Total Investments
Common Stocks		49.7	%
Fixed Income Securities		33.8
Short-Term Investments		11.2
Investment Companies		5.3
Other**		0.0	@@
Total Investments		100.0	%***

**  Industries and investment types representing less than 5% of total investments.

***  Does not include open long/short futures contracts with an underlying face amount of approximately $81,922,000 with net unrealized depreciation of approximately $506,000. Does not include open foreign currency forward exchange contracts with net unrealized appreciation of approximately $222,000 and does not include open swap agreements with net unrealized appreciation of approximately $462,000.

@@  Amount is less than 0.05%.

The accompanying notes are an integral part of the financial statements.
29

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Global Strategist Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $136,964)	$	146,742
Investment in Security of Affiliated Issuer, at Value (Cost $20,003)		19,658
Total Investments in Securities, at Value (Cost $156,967)		166,400
Foreign Currency, at Value (Cost $334)		328
Cash		—	@
Receivable for Variation Margin on Futures Contracts		3,016
Receivable for Investments Sold		1,210
Unrealized Appreciation on Swap Agreements		704
Interest Receivable		468
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		376
Dividends Receivable		162
Tax Reclaim Receivable		112
Receivable for Portfolio Shares Sold		18
Due from Adviser		6
Receivable from Affiliate		2
Other Assets		21
Total Assets		172,823
Liabilities:
Payable for Investments Purchased		6,411
Premium Received on Open Swap Agreements		321
Payable for Portfolio Shares Redeemed		266
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		154
Unrealized Depreciation on Swap Agreements		142
Payable for Custodian Fees		122
Payable for Servicing Fees		44
Payable for Professional Fees		30
Payable for Swap Agreements Termination		22
Payable for Administration Fees		11
Payable for Distribution Fees — Class II Shares		2
Payable for Transfer Agency Fees		2
Payable for Directors' Fees and Expenses		2
Payable for Variation Margin on Swap Agreements		2
Other Liabilities		55
Total Liabilities		7,586
NET ASSETS	$	165,237
Net Assets Consist of:
Paid-in-Capital	$	155,142
Accumulated Undistributed Net Investment Income		4,270
Accumulated Net Realized Loss		(3,772	)
Unrealized Appreciation (Depreciation) on:
Investments		9,778
Investments in Affiliates		(345	)
Futures Contracts		(506	)
Swap Agreements		462
Foreign Currency Forward Exchange Contracts		222
Foreign Currency Translations		(14	)
Net Assets	$	165,237
CLASS I:
Net Assets	$	137,708
Net Asset Value, Offering and Redemption Price Per Share Applicable to 13,636,609 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.10
CLASS II:
Net Assets	$	27,529
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,738,668 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.05

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
30

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Global Strategist Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $109 of Foreign Taxes Withheld)	$	1,632
Interest from Securities of Unaffiliated Issuers		735
Dividends from Security of Affiliated Issuer (Note G)		14
Total Investment Income		2,381
Expenses:
Advisory Fees (Note B)		653
Custodian Fees (Note F)		221
Administration Fees (Note C)		169
Professional Fees		61
Pricing Fees		59
Distribution Fees — Class II Shares (Note D)		46
Servicing Fees (Note C)		44
Shareholder Reporting Fees		18
Transfer Agency Fees (Note E)		5
Directors' Fees and Expenses		4
Other Expenses		10
Total Expenses		1,290
Waiver of Advisory Fees (Note B)		(653	)
Expenses Reimbursed by Adviser (Note B)		(68	)
Distribution Fees — Class II Shares Waived (Note D)		(31	)
Rebate from Morgan Stanley Affiliate (Note G)		(24	)
Net Expenses		514
Net Investment Income		1,867
Realized Gain (Loss):
Investments Sold		2,578
Foreign Currency Forward Exchange Contracts		(1,988	)
Foreign Currency Transactions		(132	)
Futures Contracts		2,149
Swap Agreements		(1,716	)
Net Realized Gain		891
Change in Unrealized Appreciation (Depreciation):
Investments		(5,885	)
Investments in Affiliates		125
Foreign Currency Forward Exchange Contracts		491
Foreign Currency Translations		46
Futures Contracts		(610	)
Swap Agreements		134
Net Change in Unrealized Appreciation (Depreciation)		(5,699	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(4,808	)
Net Decrease in Net Assets Resulting from Operations	$	(2,941	)

The accompanying notes are an integral part of the financial statements.
31

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Strategist Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,867		$	3,481
Net Realized Gain		891			2,839
Net Change in Unrealized Appreciation (Depreciation)		(5,699	)		(2,121	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(2,941	)		4,199
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(1,308	)
Net Realized Gain		—			(13,229	)
Class II:
Net Investment Income		—			(243	)
Net Realized Gain		—			(2,696	)
Total Distributions		—			(17,476	)
Capital Share Transactions:(1)
Class I:
Subscribed		2,483			16,657
Distributions Reinvested		—			14,537
Redeemed		(12,332	)		(27,187	)
Class II:
Subscribed		863			1,182
Distributions Reinvested		—			2,939
Redeemed		(2,441	)		(6,293	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(11,427	)		1,835
Total Decrease in Net Assets		(14,368	)		(11,442	)
Net Assets:
Beginning of Period		179,605			191,047
End of Period (Including Accumulated Undistributed Net Investment Income of $4,270 and $2,403)	$	165,237		$	179,605
(1) Capital Share Transactions:
Class I:
Shares Subscribed		240			1,541
Shares Issued on Distributions Reinvested		—			1,373
Shares Redeemed		(1,190	)		(2,523	)
Net Increase (Decrease) in Class I Shares Outstanding		(950	)		391
Class II:
Shares Subscribed		84			111
Shares Issued on Distributions Reinvested		—			278
Shares Redeemed		(236	)		(581	)
Net Decrease in Class II Shares Outstanding		(152	)		(192	)

The accompanying notes are an integral part of the financial statements.
32

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Global Strategist Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	10.28		$	11.06		$	9.55		$	8.58		$	9.02		$	8.81
Income (Loss) from Investment Operations:
Net Investment Income†		0.11			0.20			0.18			0.14			0.13			0.11
Net Realized and Unrealized Gain (Loss)		(0.29	)		0.06			1.34			1.00			(0.45	)		0.34
Total from Investment Operations		(0.18	)		0.26			1.52			1.14			(0.32	)		0.45
Distributions from and/or in Excess of:
Net Investment Income		—			(0.09	)		(0.01	)		(0.19	)		(0.12	)		(0.25	)
Net Realized Gain		—			(0.95	)		—			—			—			—
Total Distributions		—			(1.04	)		(0.01	)		(0.19	)		(0.12	)		(0.25	)
Regulatory Settlement Proceeds		—			—			—			0.02	D		—			0.01	^^
Net Asset Value, End of Period	$	10.10		$	10.28		$	11.06		$	9.55		$	8.58		$	9.02
Total Return ++		(1.75	)%#		2.15	%		15.95	%		13.84	%		(3.68	)%		5.68	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	137,708		$	150,001		$	157,059		$	63,205		$	64,668		$	85,752
Ratio of Expenses to Average Net Assets(1)		0.57	%+*		0.56	%+		0.62	%+^^^		0.94	%+		0.96	%+^		1.03	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			0.94	%+		N/A			1.03	%+
Ratio of Net Investment Income to Average Net Assets(1)		2.16	%+*		1.86	%+		1.69	%+		1.53	%+		1.42	%+		1.35	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.03	%*		0.04	%		0.04	%		0.06	%		0.06	%		0.02	%
Portfolio Turnover Rate		78	%#		82	%		168	%		105	%		109	%		183	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.43	%*		1.42	%		1.32	%		1.72	%		1.76	%		1.45	%+
Net Investment Income to Average Net Assets		1.30	%*		1.00	%		0.99	%		0.75	%		0.62	%		0.93	%+

†  Per share amount is based on average shares outstanding.

D  During the year ended December 31, 2012, the Portfolio received a regulatory settlement from an unaffiliated third party, which had an impact of approximately 0.23% on the total return. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had this settlement not occurred, the total return for Class I would have been approximately 13.61%.

++  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."

^^^  Effective April 29, 2013, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.60% for Class I shares. Prior to April 29, 2013, the maximum ratio was 1.00% for Class I shares.

^^  During the year ended December 31, 2010, the Portfolio received a regulatory settlement from an unaffiliated third party, which had an impact of 0.11% on total return. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had this settlement not occurred, the total return for Class I would have been approximately 5.57%.

^  Effective July 1, 2011, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class I shares. Prior to July 1, 2011, the maximum ratio was 1.05% for Class I shares.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
33

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Global Strategist Portfolio

	Class II
	Six Months Ended June 30,2015			Year Ended December 31,									Period from March 15, 2011^ to December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	10.24		$	11.03		$	9.54		$	8.57		$	9.04
Income (Loss) from Investment Operations:
Net Investment Income†		0.11			0.19			0.17			0.13			0.11
Net Realized and Unrealized Gain (Loss)		(0.30	)		0.06			1.33			1.01			(0.46	)
Total from Investment Operations		(0.19	)		0.25			1.50			1.14			(0.35	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.09	)		(0.01	)		(0.19	)		(0.12	)
Net Realized Gain		—			(0.95	)		—			—			—
Total Distributions		—			(1.04	)		(0.01	)		—			(0.12	)
Regulatory Settlement Proceeds		—			—			—			0.02	D		—
Net Asset Value, End of Period	$	10.05		$	10.24		$	11.03		$	9.54		$	8.57
Total Return ++		(1.86	)%#		2.00	%		15.75	%		13.70	%		(4.00	)%#
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	27,529		$	29,604		$	33,988		$	241		$	65
Ratio of Expenses to Average Net Assets (1)		0.67	%+*		0.66	%+		0.72	%+^^^		1.04	%+		1.06	%+*^^
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			1.04	%+		N/A
Ratio of Net Investment Income to Average Net Assets (1)		2.06	%+*		1.76	%+		1.59	%+		1.43	%+		1.32	%+*
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.03	%*		0.04	%		0.04	%		0.06	%		0.06	%*
Portfolio Turnover Rate		78	%#		82	%		168	%		105	%		109	%#
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.74	%*		1.77	%		1.67	%		2.07	%		2.11	%*
Net Investment Income to Average Net Assets		0.99	%*		0.65	%		0.64	%		0.40	%		0.27	%*

^  Commencement of Operations.

†  Per share amount is based on average shares outstanding.

D  During the year ended December 31, 2012, the Portfolio received a regulatory settlement from an unaffiliated third party, which had an impact of 0.24% on total return. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had this settlement not occurred, the total return for Class II would have been approximately 13.46%.

++  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."

^^^  Effective April 29, 2013, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.70% for Class II shares. Prior to April 29, 2013, the maximum ratio was 1.10% for Class II shares.

^^  Effective July 1, 2011, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratios of 1.10% for Class II shares. Prior to July 1, 2011 the maximum ratio was 1.15% for Class II shares.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
34

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Global Strategist Portfolio (formerly Global Tactical Asset Allocation Portfolio). The Portfolio seeks total return by investing in a blend of equity and fixed income securities of U.S. and non-U.S. issuers. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) Certain portfolio securities may be valued by an outside pricing service approved by the Fund's Board of Directors (the "Directors"). The pricing service may utilize a matrix system or other model incorporating attributes such as security quality, maturity and coupon as the evaluation model parameters, and/or research evaluations by its staff, including review of broker-dealer market price quotations in determining what it believes is the fair valuation of the portfolios securities valued by such pricing service; (2) an equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (3) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (4) futures are valued at the latest price published by

the commodities exchange on which they trade; (5) swaps are marked-to-market daily based upon quotations from market makers; (6) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser") determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (7) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (9) short-term taxable debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such price does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser. Other taxable short-term debt securities with maturities of more than 60 days will be valued on a mark-to-market basis until such time as they reach a maturity of 60 days, whereupon they will be valued at amortized cost using their value on the 61st day unless the Adviser determines such price does not reflect the securities' fair value, in which case these securities will be valued at their fair market value as determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved

35

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on

the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Fixed Income Securities
Agency Fixed Rate Mortgages	$	—	$	4,982	$	—	$	4,982
Asset-Backed Securities		—		453		—		453
Collateralized Mortgage Obligations - Agency Collateral Series		—		343		—		343
Commercial Mortgage- Backed Securities		—		1,662		—		1,662
Corporate Bonds		—		12,731		—		12,731
Sovereign		—		21,753		—		21,753
U.S. Treasury Securities		—		14,310		—		14,310
Total Fixed Income Securities		—		56,234		—		56,234

36

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)		Total (000)
Common Stocks
Aerospace & Defense	$	2,337	$	—		$	—	$	2,337
Air Freight & Logistics		699		—			—		699
Airlines		24		2			—		26
Auto Components		328		—			—		328
Automobiles		956		—			—		956
Banks		8,320		25			—		8,345
Beverages		1,292		6			—		1,298
Biotechnology		1,710		—			—		1,710
Building Products		268		—			—		268
Capital Markets		1,778		—			—		1,778
Chemicals		1,687		—	@		—		1,687
Commercial Services & Supplies		254		—			—		254
Communications Equipment		1,146		—			—		1,146
Construction & Engineering		181		3			—		184
Construction Materials		193		4			—		197
Consumer Finance		1,059		—			—		1,059
Containers & Packaging		85		—			—		85
Diversified Consumer Services		53		—			—		53
Diversified Financial Services		744		6			—		750
Diversified Telecommunication Services		2,069		10			—		2,079
Electric Utilities		814		8			—		822
Electrical Equipment		614		—			—		614
Electronic Equipment, Instruments & Components		398		—			—		398
Energy Equipment & Services		1,656		—			—		1,656
Food & Staples Retailing		2,588		—			—		2,588
Food Products		1,148		—			—		1,148
Gas Utilities		126		—			—		126
Health Care Equipment & Supplies		1,419		—			—		1,419
Health Care Providers & Services		1,305		—			—		1,305
Health Care Technology		46		—			—		46
Hotels, Restaurants & Leisure		1,226		9			—		1,235
Household Durables		171		—			—		171
Household Products		1,883		—			—		1,883
Independent Power Producers & Energy Traders		20		1			—		21
Industrial Conglomerates		1,691		—			—		1,691

Investment Type	Level 1 Unadjusted quoted prices (000)			Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)		Total (000)
Common Stocks (cont'd)
Information Technology Services	$	2,059		$	—		$	—	$	2,059
Insurance		3,603			—			—		3,603
Internet & Catalog Retail		612			—			—		612
Internet Software & Services		1,445			—			—		1,445
Leisure Products		5			—			—		5
Life Sciences Tools & Services		151			—			—		151
Machinery		1,113			1			—		1,114
Marine		119			—			—		119
Media		2,620			—			—		2,620
Metals & Mining		2,449			6			—		2,455
Multi-Utilities		622			—			—		622
Multi-line Retail		1,482			—			—		1,482
Oil, Gas & Consumable Fuels		4,593			5			—		4,598
Paper & Forest Products		20			—			—		20
Personal Products		357			—	@		—		357
Pharmaceuticals		6,206			—			—		6,206
Professional Services		411			—			—		411
Real Estate Investment Trusts (REITs)		1,008			2			—		1,010
Real Estate Management & Development		413			—	@		—		413
Road & Rail		952			—			—		952
Semiconductors & Semiconductor Equipment		1,112			—			—		1,112
Software		1,646			—			—		1,646
Specialty Retail		2,602			14			—		2,616
Tech Hardware, Storage & Peripherals		2,792			—			—		2,792
Textiles, Apparel & Luxury Goods		1,323			—			—		1,323
Thrifts & Mortgage Finance		5			—			—		5
Tobacco		1,326			—			—		1,326
Trading Companies & Distributors		283			—			—		283
Transportation Infrastructure		95			—	@		—		95
Water Utilities		113			1			—		114
Wireless Telecommunication Services		728	†		—			—		728	†
Total Common Stocks		82,553	†		103			—		82,656	†

37

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)			Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)		Total (000)
Rights	$	—		$	—	@	$	—	$	—	@
Warrants		2			—			—		2
Investment Companies		8,851			—			—		8,851
Short-Term Investments
Investment Company		16,923			—			—		16,923
U.S. Treasury Securities		—			1,734			—		1,734
Total Short-Term Investments		16,923			1,734			—		18,657
Foreign Currency Forward Exchange Contracts		—			376			—		376
Futures Contracts		172			—			—		172
Credit Default Swap Agreements		—			135			—		135
Interest Rate Swap Agreements		—			68			—		68
Total Return Swap Agreements		—			588			—		588
Total Assets		108,501	†		59,238			—		167,739	†
Liabilities:
Foreign Currency Forward Exchange Contracts		—			(154	)		—		(154	)
Futures Contracts		(678	)		—			—		(678	)
Credit Default Swap Agreements		—			(11	)		—		(11	)
Interest Rate Swap Agreements		—			(187	)		—		(187	)
Total Return Swap Agreements		—			(131	)		—		(131	)
Total Liabilities		(678	)		(483	)		—		(1,161	)
Total	$	107,823	†	$	58,755		$	—	$	166,578	†

@  Value is less than $500.

†  Includes one security which is valued at zero.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $28,840,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

3.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a

38

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

4.  Derivatives: The Portfolio may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Portfolio's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Portfolio to liquidate portfolio po-

sitions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Portfolio to be more volatile than if the Portfolio had not been leveraged. Although the Adviser seeks to use derivatives to further the Portfolio's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Portfolio used during the period and their associated risks:

Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Portfolio also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. In addition, the Portfolio may use cross currency hedging or proxy hedging with respect to currencies in which the Portfolio has or expects to have portfolio or currency exposure. Cross currency hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Portfolio's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Portfolio than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy

39

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Portfolio as unrealized gain or loss. The Portfolio records realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the time it was opened and the value at the time it was closed.

Futures: A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return, and the potential loss from futures contracts can exceed the Portfolio's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Portfolio of margin deposits in the event of bankruptcy of a broker with which the Portfolio has open positions in the futures contract.

Swaps: The Portfolio may enter into OTC swap contracts or cleared swap transactions. A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indices, reference rates, currencies or other instruments. Typically swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Portfolio's obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement,

based on the relative values of the positions held by each party. Cleared swap transactions may help reduce counterparty credit risk. In a cleared swap, the Portfolio's ultimate counterparty is a clearinghouse rather than a swap dealer, bank or other financial institution. OTC swap agreements are not entered into or traded on exchanges and often there is no central clearing or guaranty function for OTC swaps. These OTC swaps are often subject to credit risk or the risk of default or non-performance by the counterparty. Both OTC and cleared swaps could result in losses if interest rates, foreign currency exchange rates or other factors are not correctly anticipated by the Portfolio or if the reference index, security or investments do not perform as expected. During the period swap agreements are open, payments are received from or made to the clearinghouse or counterparty based upon changes in the value of the contract (variation margin). The Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments require the clearing and exchange-trading of certain standardized swap transactions. Mandatory exchange-trading and clearing is occurring on a phased-in basis.

The Portfolio's use of swaps during the period included those based on the credit of an underlying security commonly referred to as "credit default swaps." The Portfolio may be either the buyer or seller in a credit default swap. Where the Portfolio is the buyer of a credit default swap contract, it would typically be entitled to receive the par (or other agreed-upon) value of a referenced debt obligation from the counterparty to the contract only in the event of a default or similar event by the issuer of the debt obligation. If no default occurs, the Portfolio would have paid to the counterparty a periodic stream of payments over the term of the contract and received no benefit from the contract. When the Portfolio is the seller of a credit default swap contract, it typically receives the stream of payments but is obligated to pay an amount equal to the par (or other agreed-upon) value of a referenced debt obligation upon the default or similar event by the issuer of the referenced debt obligation. The use of credit default swaps could result in losses to the Portfolio if the Adviser fails to correctly evaluate the creditworthiness of the issuer of the referenced debt obligation.

The current credit rating of each individual issuer is listed in the table following the Portfolio of Investments and serves as an indicator of the current status of the payment/performance risk of the credit derivative. Alternatively, for credit default swaps on an index of credits, the quoted market prices and current values serve as an indicator of the current status of the payment/performance

40

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

risk of the credit derivative. Generally, lower credit ratings and increasing market values, in absolute terms, represent a deterioration of the credit and a greater likelihood of an adverse credit event of the issuer.

When the Portfolio has an unrealized loss on a swap agreement, the Portfolio has instructed the custodian to pledge cash or liquid securities as collateral with a value approximately equal to the amount of the unrealized loss. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate. If applicable, cash collateral is included with "Due from (to) Broker" in the Statement of Assets and Liabilities.

Upfront payments received or paid by the Portfolio will be reflected as an asset or liability, respectively, in the Statement of Assets and Liabilities.

FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Portfolio uses derivative instruments, how these derivative instruments are accounted for and their effects on the Portfolio's financial position and results of operations.

The following tables set forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2015.

	Asset Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contracts	Unrealized Appreciation on Foreign Currency Forward Exchange Contracts	Currency Risk	$	376
Futures Contracts	Variation Margin on Futures Contracts	Commodity Risk		56	(a)
Futures Contracts	Variation Margin on Futures Contracts	Equity Risk		85	(a)
Futures Contracts	Variation Margin on Futures Contracts	Interest Rate Risk		31	(a)
Swap Agreements	Unrealized Appreciation on Swap Agreements	Credit Risk		116
Swap Agreements	Variation Margin on Swap Agreements	Credit Risk		19	(a)
Swap Agreements	Unrealized Appreciation on Swap Agreements	Equity Risk		588
Swap Agreements	Variation Margin on Swap Agreements	Interest Rate Risk		68	(a)
Total			$	1,339

	Liability Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contracts	Unrealized Depreciation on Foreign Currency Forward Exchange Contracts	Currency Risk	$	(154	)
Futures Contracts	Variation Margin on Futures Contracts	Equity Risk		(504	)(a)
Futures Contracts	Variation Margin on Futures Contracts	Interest Rate Risk		(174	)(a)
Swap Agreements	Unrealized Depreciation on Swap Agreements	Credit Risk		(11	)
Swap Agreements	Unrealized Depreciation on Swap Agreements	Equity Risk		(131	)
Swap Agreements	Variation Margin on Swap Agreements	Interest Rate Risk		(187	)(a)
Total			$	(1,161	)

(a)This amount represents the cumulative appreciation (depreciation) as reported in the Portfolio of Investments. The Statement of Assets and Liabilities only reflects the current day's net variation margin.

The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2015 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts		$(1,988)
Commodity Risk	Futures Contracts		17
Equity Risk	Futures Contracts		1,836
Interest Rate Risk	Futures Contracts		296
Credit Risk	Swap Agreements		72
Equity Risk	Swap Agreements		(1,567	)
Interest Rate Risk	Swap Agreements		(221	)
Total		$	(1,555	)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts		$491
Commodity Risk	Futures Contracts		63
Equity Risk	Futures Contracts		(353	)
Interest Rate Risk	Futures Contracts		(320	)
Credit Risk	Swap Agreements		170
Equity Risk	Swap Agreements		31
Interest Rate Risk	Swap Agreements		(67	)
Total		$	15

41

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

At June 30, 2015, the Portfolio's derivative assets and liabilities are as follows:

Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities
Derivatives(b)	Assets(c) (000)		Liabilities(c) (000)
Foreign Currency Forward Exchange Contracts	$	376	$	(154	)
Swap Agreements		704		(142	)
Total	$	1,080	$	(296	)

(b)  Excludes exchange traded derivatives.

(c)  Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Portfolio exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Portfolio's net liability may be delayed or denied.

The following tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)			Collateral Received (000)		Net Amount (not less than $0) (000)
Bank of America NA	$	178		$	(1	)	$	—	$	177
Bank of Montreal		48			(18	)		—		30
Bank of New York Mellon		6			—			—		6
Barclays Bank PLC		73			(—	@)		—		73
Citibank NA		32			(1	)		—		31
Commonwealth Bank of Australia		7			—			—		7
Credit Suisse International		19			—			—		19
Deutsche Bank AG		79			(6	)		—		73
Goldman Sachs International		140			(1	)		—		139
HSBC Bank PLC		74			(3	)		—		71
JPMorgan Chase Bank NA		283			(130	)		—		153
State Street Bank and Trust Co.		3			(3	)		—		0
UBS AG		138			(50	)		—		88
Total	$	1,080		$	(213	)	$	—	$	867
Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)			Collateral Pledged (000)		Net Amount (not less than $0) (000)
Bank of America NA	$	60		$	(1	)	$	—	$	59
Bank of Montreal		18			(18	)		—		0
Barclays Bank PLC		—	@		(—	@)		—		0
Citibank NA		23			(1	)		—		22
Deutsche Bank AG		6			(6	)		—		0
Goldman Sachs International		1			(1	)		—		0
HSBC Bank PLC		3			(3	)		—		0
JPMorgan Chase Bank NA		130			(130	)		—		0
Northern Trust Company		—	@		—			—		—	@

42

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)		Financial Instrument (000)			Collateral Pledged (000)		Net Amount (not less than $0) (000)
State Street Bank and Trust Co.	$	4	$	(3	)	$	—	$	1
UBS AG		50		(50	)		—		0
Westpac Banking Corp.		1		—			—		1
Total	$	296	$	(213	)	$	—	$	83

@  Value is less than $500.

For the six months ended June 30, 2015, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	78,893,000
Futures Contracts:
Average monthly original value	$	157,130,000
Swap Agreements:
Average monthly notional amount	$	143,830,000

5.  When-Issued/Delayed Delivery Securities: The Portfolio purchases and sells when-issued and delayed delivery securities. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price and yield, and no income accrues to the Portfolio on such securities prior to delivery date. Payment and delivery for when-issued and delayed delivery securities can take place a month or more after the date of the transaction. When the Portfolio enters into a purchase transaction on a when-issued or delayed delivery basis, securities are available for collateral in an amount at least equal in value to the Portfolio's commitments to purchase such securities. Purchasing securities on a when-issued or delayed delivery basis may involve a risk that the market price at the time of delivery may be lower than the agreed upon purchase price, in which case there could be an unrealized loss at the time of delivery. Purchasing investments on a when-issued or delayed delivery basis may be considered a form of leverage which may increase the impact that gains (losses) may have on the Portfolio.

6.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses

pursuant to these contracts and expects the risk of loss to be remote.

7.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

The Portfolio owns shares of real estate investment trusts ("REITs") which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally associated with investments in the United States. In certain markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share registration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

8.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement,

43

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Over $1 billion
	0.75	%		0.70	%		0.65	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.00% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that the total annual operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.60% for Class I shares and 0.70% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $653,000 of advisory fees were waived and approximately $68,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is

accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.25% of the 0.35% distribution fee that it may receive. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor has agreed to waive 0.15% of the 0.25% distribution fee that it may receive. This fee waiver will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action appropriate. For the six months ended June 30, 2015, this waiver amounted to approximately $31,000.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $77,009,000 and $74,025,000, respectively. For the six months ended June 30, 2015, purchases and sales of long-term U.S. Government securities were approximately $45,840,000 and $46,058,000, respectively.

The Portfolio invests in Morgan Stanley Institutional Fund, Inc. – Emerging Markets Portfolio ("Emerging Markets Portfolio"), an open-end management investment company advised by an affiliate of the Adviser. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Emerging Markets Portfolio. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $15,000 relating to the Portfolio's investment in the Emerging Markets Portfolio. The Emerging Markets Portfolio has a cost basis of approximately $3,080,000 at June 30, 2015.

44

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

A summary of the Portfolio's transactions in shares of the Emerging Markets Portfolio during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	2,610	$	—	$	—	$	—	$	2,735

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds – Money Market Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $9,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	33,006	$	56,701	$	72,784	$	14	$	16,923

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,547	$	15,929	$	210	$	—

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and on certain equity securities designated as issued by passive foreign investment companies, swap transactions, paydown adjustments, distribution redesignation and dividends received from investment companies, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)			Accumulated Net Realized Loss (000)		Paid-in- Capital (000)
$	(1,819	)	$	1,819	$	—

45

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	2,692	$	1,279

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $16,972,000 and the aggregate gross unrealized depreciation is approximately $7,539,000 resulting in net unrealized appreciation of approximately $9,433,000.

At December 31, 2014, the Portfolio had available for Federal income tax purposes unused capital losses, which will expire on the indicated dates:

Amount (000)		Expiration*
$	5,441	December 31, 2017

* Includes capital losses acquired from Strategist Portfolio that may be subject to limitation under IRC section 382 in future years, reducing the total carryforward available.

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Portfolio for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2014, the Portfolio utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $1,814,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 76.7% and 90.3% for Class I and Class II shares, respectively.

46

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFIMSAN
1258634 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Mid Cap Growth Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		8
Statement of Operations		9
Statements of Changes in Net Assets		10
Financial Highlights		11
Notes to Financial Statements		13
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Mid Cap Growth Portfolio

As a shareholder of the Mid Cap Growth Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Mid Cap Growth Portfolio Class I	$	1,000.00	$	1,022.00	$	1,019.59	$	5.26	$	5.26		1.05	%
Mid Cap Growth Portfolio Class II		1,000.00		1,021.50		1,019.09		5.76		5.76		1.15

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was below its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's management fee was higher than its peer group average and the total expense ratio was higher but close to its peer group average. After discussion, the Board concluded that the Portfolio's (i) performance was acceptable; (ii) management fee was acceptable; and (iii) total expense ratio was competitive with its peer group average.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Mid Cap Growth Portfolio

	Shares		Value (000)
Common Stocks (92.6%)
Aerospace & Defense (1.0%)
TransDigm Group, Inc. (a)		8,110	$	1,822
Air Freight & Logistics (0.5%)
XPO Logistics, Inc. (a)		18,447		833
Automobiles (4.5%)
Tesla Motors, Inc. (a)		30,148		8,087
Beverages (1.1%)
Monster Beverage Corp. (a)		14,942		2,003
Biotechnology (1.6%)
Alnylam Pharmaceuticals, Inc. (a)		9,318		1,117
Intercept Pharmaceuticals, Inc. (a)		1,146		277
Ironwood Pharmaceuticals, Inc. (a)		80,049		965
Seattle Genetics, Inc. (a)		11,749		569
				2,928
Commercial Services & Supplies (1.0%)
Stericycle, Inc. (a)		13,222		1,771
Communications Equipment (1.1%)
Palo Alto Networks, Inc. (a)		11,335		1,980
Diversified Financial Services (5.7%)
McGraw Hill Financial, Inc.		50,377		5,061
MSCI, Inc.		85,073		5,236
				10,297
Electrical Equipment (0.5%)
SolarCity Corp. (a)(b)		15,873		850
Food Products (4.6%)
Keurig Green Mountain, Inc.		38,852		2,977
Mead Johnson Nutrition Co.		57,611		5,198
				8,175
Health Care Equipment & Supplies (3.8%)
Intuitive Surgical, Inc. (a)		14,215		6,887
Health Care Technology (2.6%)
athenahealth, Inc. (a)		40,131		4,598
Hotels, Restaurants & Leisure (5.2%)
Chipotle Mexican Grill, Inc. (a)		1,210		732
Dunkin' Brands Group, Inc.		85,187		4,685
Panera Bread Co., Class A (a)		22,064		3,856
				9,273
Information Technology Services (4.6%)
FleetCor Technologies, Inc. (a)		26,930		4,203
Gartner, Inc. (a)		47,527		4,077
				8,280
Internet & Catalog Retail (2.9%)
Groupon, Inc. (a)		136,722		688
TripAdvisor, Inc. (a)		11,307		985
Vipshop Holdings Ltd. ADR (China) (a)		70,043		1,559
Zalando SE (Germany) (a)(c)		36,119		1,206
zulily, Inc., Class A (a)(b)		61,208		798
				5,236

	Shares		Value (000)
Internet Software & Services (16.6%)
Autohome, Inc. ADR (China) (a)		38,626	$	1,952
Dropbox, Inc. (a)(d)(e)(f) (acquisition cost — $1,380; acquired 5/1/12)		152,532		2,823
LendingClub Corp. (a)		106,201		1,567
LinkedIn Corp., Class A (a)		35,176		7,268
MercadoLibre, Inc. (Brazil)		13,373		1,895
Pandora Media, Inc. (a)		81,907		1,273
Twitter, Inc. (a)		180,544		6,539
Yelp, Inc. (a)		20,217		870
Youku Tudou, Inc. ADR (China) (a)		79,845		1,959
Zillow Group, Inc., Class A (a)(b)		41,860		3,631
				29,777
Life Sciences Tools & Services (5.6%)
Illumina, Inc. (a)		46,056		10,057
Machinery (0.9%)
Colfax Corp. (a)		35,667		1,646
Media (1.7%)
Legend Pictures LLC Ltd. (a)(d)(e)(f) (acquisition cost — $1,604; acquired 3/8/12)		1,500		2,987
Pharmaceuticals (5.8%)
Endo International PLC (a)		63,167		5,031
Zoetis, Inc.		113,291		5,463
				10,494
Professional Services (4.7%)
IHS, Inc., Class A (a)		30,788		3,960
Verisk Analytics, Inc. (a)		60,900		4,431
				8,391
Software (13.0%)
FireEye, Inc. (a)		90,119		4,408
NetSuite, Inc. (a)		15,369		1,410
ServiceNow, Inc. (a)		58,335		4,335
Splunk, Inc. (a)		84,950		5,914
Tableau Software, Inc., Class A (a)		17,917		2,066
Workday, Inc., Class A (a)		60,039		4,586
Zynga, Inc., Class A (a)		212,842		609
				23,328
Tech Hardware, Storage & Peripherals (0.4%)
3D Systems Corp. (a)(b)		23,521		459
Stratasys Ltd. (a)		8,177		286
				745
Textiles, Apparel & Luxury Goods (3.2%)
Lululemon Athletica, Inc. (Canada) (a)		36,044		2,354
Michael Kors Holdings Ltd. (a)		55,777		2,347
Under Armour, Inc., Class A (a)		12,550		1,047
				5,748
Total Common Stocks (Cost $131,726)				166,193

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Mid Cap Growth Portfolio

	Shares		Value (000)
Preferred Stocks (3.9%)
Internet & Catalog Retail (2.9%)
Airbnb, Inc. Series D (a)(d)(e)(f) (acquisition cost — $1,369; acquired 4/16/14)		33,636	$	2,848
Flipkart Online Services Pvt Ltd. Series D (a)(d)(e)(f) (acquisition cost — $385; acquired 10/4/13)		16,789		2,388
				5,236
Software (1.0%)
Palantir Technologies, Inc. Series G (a)(d)(e)(f) (acquisition cost — $455; acquired 7/19/12)		148,616		1,280
Palantir Technologies, Inc. Series H (a)(d)(e)(f) (acquisition cost — $102; acquired 10/25/13)		29,092		251
Palantir Technologies, Inc. Series H1 (a)(d)(e)(f) (acquisition cost — $102; acquired 10/25/13)		29,092		250
				1,781
Total Preferred Stocks (Cost $2,413)				7,017
Convertible Preferred Stocks (0.2%)
Internet & Catalog Retail (0.0%)
Peixe Urbano, Inc. (Brazil) (a)(d)(e)(f) (acquisition cost — $787; acquired 12/2/11)		23,881		10
Internet Software & Services (0.2%)
Dropbox, Inc. Series A (a)(d)(e)(f) (acquisition cost — $132; acquired 5/25/12)		14,641		271
Total Convertible Preferred Stocks (Cost $919)				281
	Notional Amount
Call Options Purchased (0.0%)
Foreign Currency Options (0.0%)
USD/CNY June 2016 @ CNY 6.70		24,283,524		53
USD/CNY November 2015 @ CNY 6.65		31,371,904		12
Total Call Options Purchased (Cost $197)				65
	Shares
Short-Term Investments (6.9%)
Securities held as Collateral on Loaned Securities (2.9%)
Investment Company (2.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G)		3,688,054		3,688
	Face Amount (000)
Repurchase Agreements (0.8%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $1,211; fully collateralized by various U.S. Government obligations; 0.88% – 2.00% due 2/28/17 – 10/31/21; valued at $1,235)	$	1,211		1,211

	Face Amount (000)		Value (000)
BNP Paribas Securities Corp., (0.10%, dated 6/30/15, due 7/1/15; proceeds $134; fully collateralized by various U.S. Government agency securities; 2.35% – 5.50% due 12/22/15 – 6/15/43 and a U.S. Government obligation; 0.63% due 7/15/16; valued at $137)	$	134	$	134
Merrill Lynch & Co., Inc., (0.11%, dated 6/30/15, due 7/1/15; proceeds $182; fully collateralized by various U.S. Government obligations; Zero Coupon – 0.25% due 5/15/16 – 2/15/24; valued at $185)		182		182
				1,527
Total Securities held as Collateral on Loaned Securities (Cost $5,215)				5,215
	Shares
Investment Company (4.0%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $7,247)		7,246,768		7,247
Total Short-Term Investments (Cost $12,462)				12,462
Total Investments (103.6%) (Cost $147,717) Including $5,195 of Securities Loaned				186,018
Liabilities in Excess of Other Assets (-3.6%)				(6,527	)
Net Assets (100.0%)			$	179,491

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2015.

(c)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(d)  Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Portfolio has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at June 30, 2015 amounts to approximately $13,108,000 and represents 7.3% of net assets.

(e)  Security has been deemed illiquid at June 30, 2015.

(f)  At June 30, 2015, the Portfolio held fair valued securities valued at approximately $13,108,000, representing 7.3% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

ADR  American Depositary Receipt.

CNY  — Chinese Yuan Renminbi

USD  — United States Dollar

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Mid Cap Growth Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		41.5	%
Internet Software & Services		16.6
Software		13.9
Pharmaceuticals		5.8
Internet & Catalog Retail		5.8
Diversified Financial Services		5.7
Life Sciences Tools & Services		5.6
Hotels, Restaurants & Leisure		5.1
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Mid Cap Growth Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $136,782)	$	175,083
Investment in Security of Affiliated Issuer, at Value (Cost $10,935)		10,935
Total Investments in Securities, at Value (Cost $147,717)		186,018
Cash		95
Receivable for Portfolio Shares Sold		63
Dividends Receivable		36
Receivable from Affiliate		1
Other Assets		18
Total Assets		186,231
Liabilities:
Collateral on Securities Loaned, at Value		5,310
Payable for Portfolio Shares Redeemed		710
Payable for Advisory Fees		333
Due to Broker		260
Payable for Servicing Fees		47
Payable for Professional Fees		18
Payable for Custodian Fees		14
Payable for Administration Fees		12
Payable for Distribution Fees — Class II Shares		10
Payable for Transfer Agency Fees		2
Payable for Directors' Fees and Expenses		—	@
Other Liabilities		24
Total Liabilities		6,740
NET ASSETS	$	179,491
Net Assets Consist of:
Paid-in-Capital	$	106,997
Accumulated Net Investment Loss		(764	)
Accumulated Net Realized Gain		34,957
Unrealized Appreciation (Depreciation) on:
Investments		38,301
Net Assets	$	179,491
CLASS I:
Net Assets	$	60,174
Net Asset Value, Offering and Redemption Price Per Share Applicable to 4,624,460 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	13.01
CLASS II:
Net Assets	$	119,317
Net Asset Value, Offering and Redemption Price Per Share Applicable to 9,305,455 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	12.82
(1) Including:
Securities on Loan, at Value:	$	5,195

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Mid Cap Growth Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	217
Income from Securities Loaned — Net		81
Dividends from Security of Affiliated Issuer (Note G)		5
Total Investment Income		303
Expenses:
Advisory Fees (Note B)		713
Distribution Fees — Class II Shares (Note D)		200
Administration Fees (Note C)		185
Servicing Fees (Note C)		47
Professional Fees		43
Shareholder Reporting Fees		18
Custodian Fees (Note F)		17
Transfer Agency Fees (Note E)		5
Directors' Fees and Expenses		4
Pricing Fees		3
Other Expenses		10
Total Expenses		1,245
Distribution Fees — Class II Shares Waived (Note D)		(137	)
Waiver of Advisory Fees (Note B)		(45	)
Rebate from Morgan Stanley Affiliate (Note G)		(3	)
Net Expenses		1,060
Net Investment Loss		(757	)
Realized Gain:
Investments Sold		5,344
Foreign Currency Transactions		—	@
Net Realized Gain		5,344
Change in Unrealized Appreciation (Depreciation):
Investments		(178	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		5,166
Net Increase in Net Assets Resulting from Operations	$	4,409

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Mid Cap Growth Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(757	)	$	(436	)
Net Realized Gain		5,344			30,244
Net Change in Unrealized Appreciation (Depreciation)		(178	)		(26,595	)
Net Increase in Net Assets Resulting from Operations		4,409			3,213
Distributions from and/or in Excess of:
Class I:
Net Realized Gain		—			(9,690	)
Class II:
Net Realized Gain		—			(19,594	)
Total Distributions		—			(29,284	)
Capital Share Transactions:(1)
Class I:
Subscribed		4,720			13,135
Distributions Reinvested		—			9,690
Redeemed		(12,670	)		(19,974	)
Class II:
Subscribed		1,745			12,141
Distributions Reinvested		—			19,594
Redeemed		(14,983	)		(35,674	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(21,188	)		(1,088	)
Total Decrease in Net Assets		(16,779	)		(27,159	)
Net Assets:
Beginning of Period		196,270			223,429
End of Period (Including Accumulated Net Investment Loss of $(764) and $(7))	$	179,491		$	196,270
(1) Capital Share Transactions:
Class I:
Shares Subscribed		358			973
Shares Issued on Distributions Reinvested		—			771
Shares Redeemed		(969	)		(1,513	)
Net Increase (Decrease) in Class I Shares Outstanding		(611	)		231
Class II:
Shares Subscribed		135			844
Shares Issued on Distributions Reinvested		—			1,580
Shares Redeemed		(1,156	)		(2,718	)
Net Decrease in Class II Shares Outstanding		(1,021	)		(294	)

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Mid Cap Growth Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	12.73		$	14.41		$	10.77		$	11.22		$	12.12		$	9.16
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.05	)		(0.02	)		(0.05	)		0.04			(0.05	)		0.01
Net Realized and Unrealized Gain (Loss)		0.33			0.28			4.03			0.91			(0.80	)		2.95
Total from Investment Operations		0.28			0.26			3.98			0.95			(0.85	)		2.96
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.05	)		—			(0.04	)		—
Net Realized Gain		—			(1.94	)		(0.29	)		(1.40	)		(0.01	)		—
Total Distributions		—			(1.94	)		(0.34	)		(1.40	)		(0.05	)		—
Net Asset Value, End of Period	$	13.01		$	12.73		$	14.41		$	10.77		$	11.22		$	12.12
Total Return ++		2.20	%#		1.97	%		37.49	%		8.69	%		(7.12	)%		32.31	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	60,174		$	66,653		$	72,112		$	61,552		$	64,323		$	70,122
Ratio of Expenses to Average Net Assets(1)		1.05	%+*		1.05	%+		1.05	%+		1.05	%+		1.05	%+		1.05	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			N/A			N/A			1.05	%+
Ratio of Net Investment Income (Loss) to Average Net Assets(1)		(0.73	)%+*		(0.14	)%+		(0.39	)%+		0.33	%+		(0.42	)%+		0.10	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		9	%#		44	%		49	%		29	%		32	%		43	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.10	%*		1.10	%		1.09	%		1.06	%		1.05	%		1.06	%+
Net Investment Income (Loss) to Average Net Assets		(0.78	)%*		(0.19	)%		(0.43	)%		0.32	%		(0.42	)%		0.09	%+

†  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 (Loss) 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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Mid Cap Growth Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	12.55		$	14.25		$	10.64		$	11.12		$	12.01		$	9.09
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.05	)		(0.03	)		(0.06	)		0.03			(0.06	)		0.00	‡
Net Realized and Unrealized Gain (Loss)		0.32			0.27			3.99			0.89			(0.79	)		2.92
Total from Investment Operations		0.27			0.24			3.93			0.92			(0.85	)		2.92
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.03	)		—			(0.03	)		—
Net Realized Gain		—			(1.94	)		(0.29	)		(1.40	)		(0.01	)		—
Total Distributions		—			(1.94	)		(0.32	)		(1.40	)		(0.04	)		—
Net Asset Value, End of Period	$	12.82		$	12.55		$	14.25		$	10.64		$	11.12		$	12.01
Total Return ++		2.15	%#		1.84	%		37.48	%		8.49	%		(7.17	)%		32.27	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	119,317		$	129,617		$	151,317		$	157,899		$	200,502		$	227,378
Ratio of Expenses to Average Net Assets(1)		1.15	%+*		1.15	%+		1.15	%+		1.15	%+		1.15	%+		1.15	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			N/A			N/A			1.15	%+
Ratio of Net Investment Income (Loss) to Average Net Assets(1)		(0.83	)%+*		(0.24	)%+		(0.49	)%+		0.23	%+		(0.52	)%+		0.00	%§
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		9	%#		44	%		49	%		29	%		32	%		43	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.41	%*		1.45	%		1.44	%		1.41	%		1.40	%		1.41	%+
Net Investment Loss to Average Net Assets		(1.09	)%*		(0.54	)%		(0.78	)%		(0.03	)%		(0.77	)%		(0.26	)%+

†  Per share amount is based on average shares outstanding.

‡  Amount is less than $0.005 per share.

++  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 (Loss) 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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Mid Cap Growth Portfolio. The Portfolio seeks long-term capital growth by investing primarily in common stocks and other equity securities. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

Effective at the close of business on May 30, 2014, the Portfolio suspended offering Class I shares and Class II shares of the Portfolio to new investors. The Portfolio will continue to offer Class I shares and Class II shares of the Portfolio to existing shareholders. The Portfolio may recommence offering Class I shares and Class II shares of the Portfolio to new investors in the future. Any such offerings of the Portfolio's Class I shares and Class II shares may be limited in amount and may commence and terminate without any prior notice.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if

such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between their latest bid and asked price. Unlisted options are valued by an outside pricing service approved by the Fund's Board of Directors (the "Directors") or quotes from a broker or dealer; (4) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser") determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (7) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, theFund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are

13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the

Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Common Stocks
Aerospace & Defense	$	1,822	$	—	$	—	$	1,822
Air Freight & Logistics		833		—		—		833
Automobiles		8,087		—		—		8,087
Beverages		2,003		—		—		2,003
Biotechnology		2,928		—		—		2,928
Commercial Services & Supplies		1,771		—		—		1,771
Communications Equipment		1,980		—		—		1,980
Diversified Financial Services		10,297		—		—		10,297
Electrical Equipment		850		—		—		850
Food Products		8,175		—		—		8,175
Health Care Equipment & Supplies		6,887		—		—		6,887
Health Care Technology		4,598		—		—		4,598
Hotels, Restaurants & Leisure		9,273		—		—		9,273
Information Technology Services		8,280		—		—		8,280

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Common Stocks (cont'd)
Internet & Catalog Retail	$	5,236	$	—	$	—	$	5,236
Internet Software & Services		26,954		—		2,823		29,777
Life Sciences Tools & Services		10,057		—		—		10,057
Machinery		1,646		—		—		1,646
Media		—		—		2,987		2,987
Pharmaceuticals		10,494		—		—		10,494
Professional Services		8,391		—		—		8,391
Software		23,328		—		—		23,328
Tech Hardware, Storage & Peripherals		745		—		—		745
Textiles, Apparel & Luxury Goods		5,748		—		—		5,748
Total Common Stocks		160,383		—		5,810		166,193
Preferred Stocks		—		—		7,017		7,017
Convertible Preferred Stocks		—		—		281		281
Call Options Purchased		—		65		—		65
Short-Term Investments
Investment Company		10,935		—		—		10,935
Repurchase Agreements		—		1,527		—		1,527
Total Short-Term Investments		10,935		1,527		—		12,462
Total Assets	$	171,318	$	1,592	$	13,108	$	186,018

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $1,206,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stocks (000)			Preferred Stocks (000)		Convertible Preferred Stocks (000)
Beginning Balance	$	6,051		$	5,365	$	290
Purchases		—			—		—
Sales		—			—		—
Amortization of discount		—			—		—
Transfers in		—			—		—
Transfers out		—			—		—
Corporate actions		—			—		—
Change in unrealized appreciation (depreciation)		(241	)		1,652		(9	)
Realized gains (losses)		—			—		—
Ending Balance	$	5,810		$	7,017	$	281
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2015	$	(241	)	$	1,652	$	(9	)

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2015. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an Increase in Input
Internet & Catalog Retail
Convertible Preferred Stock	$	10	Market Transaction Method	Escrow Cash Receivable from Liquidation	$	0.43		$	0.43		$	0.43		Increase
Preferred Stocks	$	2,848	Market Transaction Method	Pending Precedent Transaction	$	93.38		$	93.38		$	93.38		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		15.0	%		17.0	%		16.0	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		10.2	x		15.5	x		15.5	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an Increase in Input
Internet & Catalog Retail (cont'd)
Preferred Stocks	$	2,388	Market Transaction Method	Issuance Price of Financing	$	119.76		$	119.76		$	119.76		Increase
				Issuance Price of Pending Financing	$	142.24		$	142.24		$	142.24		Increase
Internet Software & Services
Common Stock	$	2,823	Market Transaction Method	Third Party Tender Offer/Series C Preferred	$	19.10		$	19.10		$	19.10		Increase
Convertible Preferred Stock	$	271	Discounted Cash Flow	Weighted Average Cost of Capital		16.0	%		18.0	%		17.0	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		6.9	x		13.5	x		12.0	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Media
Common Stock	$	2,987	Market Transaction Method	Pending Precedent Transaction	$	2,119.29		$	2,119.29		$	2,119.29		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		14.5	%		16.5	%		15.5	%	Decrease
				Perpetual Growth Rate		3.0	%		5.0	%		4.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		3.2	x		8.8	x		6.0	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Software
Preferred Stocks	$	1,781	Market Transaction Method	Precedent Transaction of Preferred Stock	$	8.89		$	8.89		$	8.89		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		15.5	%		17.5	%		16.5	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		11.4	x		17.0	x		17.0x		Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

3.  Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase

transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on

foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Derivatives: The Portfolio may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Portfolio's holdings, including derivative instruments, are marked-to-market each day with the change in

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Portfolio to be more volatile than if the Portfolio had not been leveraged. Although the Adviser seeks to use derivatives to further the Portfolio's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Portfolio used during the period and their associated risks:

Options: With respect to options, the Portfolio is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Portfolio buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or futures contract on the underlying instrument, at an agreed-upon price typically in exchange for a premium paid by the Portfolio. The Portfolio may purchase and/or sell put and call options. Purchasing call options tends to increase the Portfolio's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Portfolio's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Portfolio bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Portfolio may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Statement of Assets and Liabilities. Premium paid for purchasing options which expired are treated as realized losses. If the Portfolio sells an option, it sells to another party the right to buy from or sell to the Portfolio a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium received by the Portfolio. When options are purchased OTC, the Portfolio bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Portfolio may have difficulty closing out its position. A decision as to whether,

when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.

FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Portfolio uses derivative instruments, how these derivative instruments are accounted for and their effects on the Portfolio's financial position and results of operations.

The following table sets forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2015.

	Asset Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Call Options Purchased	Investments, at Value (Call Options Purchased)	Currency Risk	$	65	(a)

(a)  Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2015 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Call Options Purchased)	$	(108	)(b)

(b)  Amounts are included in Investments Sold in the Statement of Operations.

Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Call Options Purchased)	$	(146	)(c)

(c)  Amounts are included in Investments in the Statement of Operations.

At June 30, 2015, the Portfolio's derivative assets and liabilities are as follows:

Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities
Derivatives	Assets (d) (000)			Liabilities (d) (000)
Call Options Purchased	$	65	(a)	$	—

(a)  Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

(d)  Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Portfolio exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Portfolio's net liability may be delayed or denied.

The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)		Financial Instrument (000)		Collateral Received(e) (000)			Net Amount (not less than $0) (000)
Royal Bank of Scotland	$	65	$	—	$	(65	)	$	0

(e)  In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.

For the six months ended June 30, 2015, the approximate average monthly amount outstanding for each derivative type is as follows:

Call Options Purchased:
Average monthly notional amount	67,801,000

6.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned – Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	5,195	(f)	$	—	$	(5,195	)(g)(h)	$	0

(f)  Represents market value of loaned securities at period end.

(g)  The Portfolio received cash collateral of approximately $5,310,000, of which approximately $5,215,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $95,000, which is not reflected in the Portfolio of Investments.

(h)  The actual collateral received is greater than the amount shown here due to overcollateralization.

19

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

7.  Restricted Securities: The Portfolio invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Portfolio may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Portfolio, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Portfolio could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Portfolio would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.

8.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

9.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

10.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net

investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Over $1 billion
	0.75	%		0.70	%		0.65	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.70% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.05% for Class I shares and 1.15% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $45,000 of advisory fees were waived pursuant to this arrangement.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the

20

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.25% of the 0.35% distribution fee that it may receive. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor has agreed to waive 0.15% of the 0.25% distribution fee that it may receive. This fee waiver will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action appropriate. For the six months ended June 30, 2015, this waiver amounted to approximately $137,000.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $16,783,000 and $40,576,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced

by approximately $3,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	12,685	$	37,945	$	39,695	$	5	$	10,935

During the six months ended June 30, 2015, the Portfolio incurred less than $500 in brokerage commissions with Morgan Stanley & Co., LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Portfolio.

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in

21

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

"Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	4,356	$	24,928	$	610	$	4,987

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, tax adjustments on partnership investments held and sold by the Portfolio, capital gain distributions from real estate investments and a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Net Investment Loss (000)		Accumulated Undistributed Net Realized Gain (000)		Paid-in- Capital (000)
$	512	$	24	$	(536	)

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	—	$	29,428

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $52,522,000 and the aggregate gross unrealized depreciation

is approximately $14,221,000 resulting in net unrealized appreciation of approximately $38,301,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 82.8% and 76.2% for Class I and Class II shares, respectively.

22

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFMCGSAN
1257561 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

U.S. Real Estate Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		7
Statement of Operations		8
Statements of Changes in Net Assets		9
Financial Highlights		10
Notes to Financial Statements		12
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

U.S. Real Estate Portfolio

As a shareholder of the U.S. Real Estate Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expense Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expenses Ratio During Period**
U.S. Real Estate Portfolio Class I	$	1,000.00	$	944.40	$	1,019.79	$	4.87	$	5.06		1.01	%
U.S. Real Estate Portfolio Class II		1,000.00		943.10		1,018.55		6.07		6.31		1.26

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was below its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's management fee and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Portfolio's performance, management fee and total expense ratio were acceptable.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

U.S. Real Estate Portfolio

	Shares		Value (000)
Common Stocks (99.3%)
Apartments (19.2%)
AvalonBay Communities, Inc. REIT		150,814	$	24,111
Camden Property Trust REIT		205,923		15,296
Equity Residential REIT		557,648		39,130
Essex Property Trust, Inc. REIT		26,120		5,550
Mid-America Apartment Communities, Inc. REIT		58,737		4,277
				88,364
Diversified (6.8%)
Lexington Realty Trust REIT		25,031		212
Vornado Realty Trust REIT		326,161		30,963
				31,175
Health Care (6.3%)
HCP, Inc. REIT		98,748		3,601
Health Care REIT, Inc.		94,734		6,217
Healthcare Realty Trust, Inc. REIT		63,851		1,485
Senior Housing Properties Trust REIT		251,306		4,411
Ventas, Inc. REIT		213,762		13,273
				28,987
Industrial (3.4%)
Cabot Industrial Value Fund II, LP REIT (a)(b)(c)(d)		11,760		6,220
DCT Industrial Trust, Inc. REIT		19,398		610
ProLogis, Inc. REIT		207,875		7,712
Rexford Industrial Realty, Inc. REIT		94,970		1,385
				15,927
Lodging/Resorts (12.7%)
Chesapeake Lodging Trust REIT		207,230		6,316
Hilton Worldwide Holdings, Inc. (a)		281,043		7,743
Host Hotels & Resorts, Inc. REIT		1,525,935		30,259
LaSalle Hotel Properties REIT		61,692		2,188
Starwood Hotels & Resorts Worldwide, Inc.		148,875		12,072
				58,578
Manufactured Homes (1.6%)
Equity Lifestyle Properties, Inc. REIT		143,530		7,547
Mixed Industrial/Office (1.6%)
Duke Realty Corp. REIT		180,149		3,346
Liberty Property Trust REIT		129,335		4,167
				7,513
Office (13.0%)
Alexandria Real Estate Equities, Inc. REIT		31,697		2,772
BioMed Realty Trust, Inc. REIT		155,098		3,000
Boston Properties, Inc. REIT		186,635		22,590
BRCP REIT I, LP (a)(b)(c)(d)		2,928,671		190
BRCP REIT II, LP (a)(b)(c)(d)		7,155,500		4,165
Corporate Office Properties Trust REIT		68,720		1,618
Cousins Properties, Inc. REIT		473,245		4,912
Douglas Emmett, Inc. REIT		283,270		7,631
Hudson Pacific Properties, Inc. REIT		222,200		6,304
Mack-Cali Realty Corp. REIT		247,748		4,566
Paramount Group, Inc. REIT		116,679		2,002
				59,750

	Shares		Value (000)
Regional Malls (18.0%)
General Growth Properties, Inc. REIT		595,941	$	15,292
Macerich Co. (The) REIT		46,208		3,447
Simon Property Group, Inc. REIT		337,455		58,386
WP GLIMCHER, Inc. REIT		434,960		5,885
				83,010
Retail Free Standing (2.3%)
National Retail Properties, Inc. REIT		120,757		4,228
Realty Income Corp. REIT		30,088		1,335
STORE Capital Corp. REIT		243,232		4,889
				10,452
Self Storage (5.8%)
CubeSmart REIT		59,052		1,368
Public Storage REIT		120,156		22,153
Sovran Self Storage, Inc. REIT		38,400		3,337
				26,858
Shopping Centers (8.6%)
Acadia Realty Trust REIT		78,281		2,279
DDR Corp. REIT		427		7
Equity One, Inc. REIT		40,479		945
Federal Realty Investment Trust REIT		15,608		1,999
Kimco Realty Corp. REIT		440,423		9,927
Regency Centers Corp. REIT		220,772		13,021
Tanger Factory Outlet Centers, Inc. REIT		306,606		9,719
Urban Edge Properties REIT		85,813		1,784
				39,681
Total Common Stocks (Cost $307,905)				457,842
Short-Term Investment (0.1%)
Investment Company (0.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $403)		403,053		403
Total Investments (99.4%) (Cost $308,308)				458,245
Other Assets in Excess of Liabilities (0.6%)				2,867
Net Assets (100.0%)			$	461,112

(a)  Non-income producing security.

(b)  At June 30, 2015, the Portfolio held fair valued securities valued at approximately $10,575,000, representing 2.3% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

(c)  Restricted security valued at fair value and not registered under the Securities Act of 1933, BRCP REIT I, LP was acquired between 12/04 - 5/08 and has a current cost basis of approximately $93,000. BRCP REIT II, LP was acquired between 1/07 - 4/11 and has a current cost basis of approximately $6,999,000. Cabot Industrial Value Fund II, LP was acquired between 3/07 - 5/09 and has a current cost basis of approximately $5,880,000. At June 30, 2015, these securities had an aggregate market value of approximately $10,575,000 representing 2.3% of net assets.

(d)  Security has been deemed illiquid at June 30, 2015.

REIT  Real Estate Investment Trust.

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

U.S. Real Estate Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Apartments		19.3	%
Regional Malls		18.1
Office		13.0
Lodging/Resorts		12.8
Other*		9.1
Shopping Centers		8.7
Diversified		6.8
Health Care		6.3
Self Storage		5.9
Total Investments		100.0	%

*  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

U.S. Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $307,905)	$	457,842
Investment in Security of Affiliated Issuer, at Value (Cost $403)		403
Total Investments in Securities, at Value (Cost $308,308)		458,245
Foreign Currency, at Value (Cost $—@)		—	@
Receivable for Portfolio Shares Sold		4,566
Dividends Receivable		1,657
Receivable for Investments Sold		558
Receivable from Affiliate		—	@
Other Assets		27
Total Assets		465,053
Liabilities:
Payable for Portfolio Shares Redeemed		2,097
Payable for Advisory Fees		898
Payable for Investments Purchased		668
Payable for Servicing Fees		111
Payable for Distribution Fees — Class II Shares		59
Payable for Administration Fees		31
Payable for Professional Fees		19
Payable for Directors' Fees and Expenses		6
Payable for Custodian Fees		4
Payable for Transfer Agency Fees		4
Other Liabilities		44
Total Liabilities		3,941
NET ASSETS	$	461,112
Net Assets Consist of:
Paid-in-Capital	$	452,323
Accumulated Undistributed Net Investment Income		11,555
Accumulated Net Realized Loss		(152,703	)
Unrealized Appreciation (Depreciation) on:
Investments		149,937
Foreign Currency Translations		(—	@)
Net Assets	$	461,112
CLASS I:
Net Assets	$	180,743
Net Asset Value, Offering and Redemption Price Per Share Applicable to 9,507,349 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	19.01
CLASS II:
Net Assets	$	280,369
Net Asset Value, Offering and Redemption Price Per Share Applicable to 14,847,466 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	18.88

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

U.S. Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	7,726
Dividends from Security of Affiliated Issuer (Note G)		2
Total Investment Income		7,728
Expenses:
Advisory Fees (Note B)		1,999
Administration Fees (Note C)		488
Distribution Fees — Class II Shares (Note D)		471
Servicing Fees (Note C)		111
Professional Fees		40
Shareholder Reporting Fees		22
Custodian Fees (Note F)		13
Transfer Agency Fees (Note E)		7
Directors' Fees and Expenses		6
Pricing Fees		2
Other Expenses		6
Expenses Before Non Operating Expenses		3,165
Investment Related Expenses		24
Total Expenses		3,189
Waiver of Advisory Fees (Note B)		(191	)
Distribution Fees — Class II Shares Waived (Note D)		(100	)
Rebate from Morgan Stanley Affiliate (Note G)		(2	)
Net Expenses		2,896
Net Investment Income		4,832
Realized Gain:
Investments Sold		19,653
Change in Unrealized Appreciation (Depreciation):
Investments		(52,984	)
Foreign Currency Translations		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		(52,984	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(33,331	)
Net Decrease in Net Assets Resulting from Operations	$	(28,499	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

U.S. Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	4,832		$	6,523
Net Realized Gain		19,653			63,108
Net Change in Unrealized Appreciation (Depreciation)		(52,984	)		52,644
Net Increase (Decrease) in Net Assets Resulting from Operations		(28,499	)		122,275
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(2,804	)
Class II:
Net Investment Income		—			(2,894	)
Total Distributions		—			(5,698	)
Capital Share Transactions:(1)
Class I:
Subscribed		16,419			39,566
Distributions Reinvested		—			2,804
Redeemed		(29,659	)		(188,206	)
Class II:
Subscribed		50,506			86,686
Distributions Reinvested		—			2,894
Redeemed		(31,700	)		(52,149	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		5,566			(108,405	)
Total Increase (Decrease) in Net Assets		(22,933	)		8,172
Net Assets:
Beginning of Period		484,045			475,873
End of Period (Including Accumulated Undistributed Net Investment Income of $11,555 and $6,723)	$	461,112		$	484,045
(1) Capital Share Transactions:
Class I:
Shares Subscribed		794			2,205
Shares Issued on Distributions Reinvested		—			154
Shares Redeemed		(1,460	)		(10,607	)
Net Decrease in Class I Shares Outstanding		(666	)		(8,248	)
Class II:
Shares Subscribed		2,452			4,803
Shares Issued on Distributions Reinvested		—			160
Shares Redeemed		(1,559	)		(2,885	)
Net Increase in Class II Shares Outstanding		893			2,078

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

U.S. Real Estate Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	20.13		$	15.74		$	15.59		$	13.57		$	12.91		$	10.15
Income (Loss) from Investment Operations:
Net Investment Income†		0.21			0.27			0.22			0.18			0.08			0.14
Net Realized and Unrealized Gain (Loss)		(1.33	)		4.38			0.11			1.97			0.69			2.87
Total from Investment Operations		(1.12	)		4.65			0.33			2.15			0.77			3.01
Distributions from and/or in Excess of:
Net Investment Income		—			(0.26	)		(0.18	)		(0.13	)		(0.11	)		(0.25	)
Net Asset Value, End of Period	$	19.01		$	20.13		$	15.74		$	15.59		$	13.57		$	12.91
Total Return ++		(5.56	)%#		29.72	%		2.05	%		15.84	%		5.92	%		29.96	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	180,743		$	204,740		$	289,874		$	305,099		$	277,481		$	288,516
Ratio of Expenses to Average Net Assets(1)		1.01	%+*		1.06	%+^		1.10	%+		1.10	%+		1.09	%+		1.11	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		1.00	%+*		1.05	%+		1.08	%+		1.08	%+		1.07	%+		1.10	%+
Ratio of Net Investment Income to Average Net Assets(1)		2.08	%+*		1.52	%+		1.36	%+		1.19	%+		0.64	%+		1.20	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		12	%#		25	%		17	%		17	%		18	%		22	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.09	%*		1.11			N/A			N/A			N/A			1.12	%+
Net Investment Income to Average Net Assets		2.00	%*		1.47			N/A			N/A			N/A			1.19	%+

†  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."

^  Effective July 1, 2014, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class I shares. Prior to July 1, 2014, the maximum ratio was 1.10% for Class I shares.

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

U.S. Real Estate Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	20.02		$	15.66		$	15.52		$	13.50		$	12.84		$	10.11
Income (Loss) from Investment Operations:
Net Investment Income†		0.19			0.23			0.18			0.14			0.05			0.11
Net Realized and Unrealized Gain (Loss)		(1.33	)		4.35			0.10			1.97			0.68			2.84
Total from Investment Operations		(1.14	)		4.58			0.28			2.11			0.73			2.95
Distributions from and/or in Excess of:
Net Investment Income		—			(0.22	)		(0.14	)		(0.09	)		(0.07	)		(0.22	)
Net Asset Value, End of Period	$	18.88		$	20.02		$	15.66		$	15.52		$	13.50		$	12.84
Total Return ++		(5.69	)%#		29.43	%		1.75	%		15.62	%		5.66	%		29.53	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	280,369		$	279,305		$	185,999		$	177,358		$	178,082		$	198,500
Ratio of Expenses to Average Net Assets(1)		1.26	%+*		1.31	%^+		1.35	%+		1.35	%+		1.34	%+		1.36	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		1.25	%+*		1.30	%+		1.33	%+		1.33	%+		1.32	%+		1.35	%+
Ratio of Net Investment Income to Average Net Assets(1)		1.83	%+*		1.27	%+		1.11	%+		0.94	%+		0.39	%+		0.95	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		12	%#		25	%		17	%		17	%		18	%		22	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.39	%*		1.46	%		1.45	%		1.45	%		1.44	%		1.47	%+
Net Investment Income to Average Net Assets		1.70	%*		1.12	%		1.01	%		0.84	%		0.29	%		0.84	%+

†  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."

^  Effective July 1, 2014, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratios of 1.25% for Class II shares. Prior to July 1, 2014 the maximum ratio was 1.35% for Class II shares.

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the U.S. Real Estate Portfolio. The Portfolio seeks to provide 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 ("REITs"). The Portfolio has capital subscription commitments to certain investee companies for this same purpose, the details of which are disclosed in the Unfunded Commitments note. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser") determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio

securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (5) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions,

12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

The Portfolio invests a significant portion of its assets in securities of REITs. The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Portfolio.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Common Stocks
Apartments	$	88,364	$	—	$	—	$	88,364
Diversified		31,175		—		—		31,175
Health Care		28,987		—		—		28,987
Industrial		9,707		—		6,220		15,927
Lodging/Resorts		58,578		—		—		58,578
Manufactured Homes		7,547		—		—		7,547
Mixed Industrial/Office		7,513		—		—		7,513
Office		55,395		—		4,355		59,750
Regional Malls		83,010		—		—		83,010
Retail Free Standing		10,452		—		—		10,452
Self Storage		26,858		—		—		26,858
Shopping Centers		39,681		—		—		39,681
Total Common Stocks		447,267		—		10,575		457,842
Short-Term Investment
Investment Company		403		—		—		403
Total Assets	$	447,670	$	—	$	10,575	$	458,245

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, the Portfolio did not have any investments transfer between investment levels.

13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stocks (000)
Beginning Balance	$	16,612
Purchases		—
Sales		(6,121	)
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		(377	)
Change in unrealized appreciation (depreciation)		(1,824	)
Realized gains (losses)		2,285
Ending Balance	$	10,575
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2015	$	487

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2015.

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input
Industrial
Common Stocks	$	6,220	Reported Capital Balance, Adjusted for Subsequent Capital Calls, Return of Capital and significant market changes between last capital statement and valuation date, as applicable	Adjusted Capital Balance
Office
Common Stocks	$	4,355	Reported Capital Balance, Adjusted for Subsequent Capital Calls, Return of Capital and significant market changes between last capital statement and valuation date, as applicable	Adjusted Capital Balance

3.  Unfunded Commitments: Subject to the terms of a Subscription Agreement between the Portfolio and BRCP REIT I, LLC, the Portfolio has made a subscription commitment of $3,360,000 for which it will receive 3,360,000 shares of common stock. As of June 30, 2015, BRCP REIT I, LLC has drawn down approximately

$2,929,000, which represents 87.2% of the commitment.

Subject to the terms of a Subscription Agreement between the Portfolio and BRCP REIT II, LLC, the Portfolio has made a subscription commitment of $7,700,000 for which it will receive 7,700,000 shares of common stock. As of June 30, 2015, BRCP REIT II, LLC has drawn down approximately $7,155,000, which represents 92.9% of the commitment.

Subject to the terms of a Subscription Agreement between the Portfolio and Cabot Industrial Value Fund, LP, the Portfolio has made a subscription commitment of $6,300,000 for which it will receive 12,600 shares of common stock. As of June 30, 2015, Cabot Industrial Value Fund, LP has drawn down approximately $5,880,000 which represents 93.3% of the commitment.

4.  Restricted Securities: The Portfolio invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Portfolio may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Portfolio, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Portfolio could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Portfolio would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.

5.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

6.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

The Portfolio owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.

7.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Over $1 billion
	0.80	%		0.75	%		0.70	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.72% of the Portfolio's average daily net assets.

The Adviser had agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares and 1.25% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $191,000 of advisory fees were waived pursuant to this arrangement.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee,

accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.10% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $100,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

short-term investments, were approximately $86,030,000 and $58,248,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds – Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investment in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $2,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	16,492	$	34,304	$	50,393	$	2	$	403

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the

benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	5,698	$	—	$	5,029	$	—

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are primarily due to differing book and tax treatments in the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to REIT basis adjustments, securities sold with return of capital basis adjustment, partnership basis adjustments and in-kind redemptions, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)			Accumulated Net Realized Loss (000)			Paid-in- Capital (000)
$	(111	)	$	(31,698	)	$	31,809

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	6,200	$	—

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $160,776,000 and the aggregate gross unrealized depreciation is approximately $10,839,000 resulting in net unrealized appreciation of approximately $149,937,000.

At December 31, 2014, the Portfolio had available for Federal income tax purposes unused capital losses, which will expire on the indicated dates:

Amount (000)		Expiration
$	155,777	December 31, 2017

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Portfolio for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2014, the Portfolio utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $27,065,000.

For the year ended December 31, 2014, the Portfolio realized gains from in-kind redemptions of approximately $34,111,000. The gains are not taxable income to the Portfolio.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 38.4% and 91.3% for Class I and Class II shares, respectively.

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFREISAN
1257830 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Growth Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		7
Statement of Operations		8
Statements of Changes in Net Assets		9
Financial Highlights		10
Notes to Financial Statements		12
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Growth Portfolio

As a shareholder of the Growth Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Growth Portfolio Class I	$	1,000.00	$	1,085.60	$	1,020.83	$	4.14	$	4.01		0.80	%
Growth Portfolio Class II		1,000.00		1,084.40		1,019.59		5.43		5.26		1.05

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was below its peer group average for the one-year period but better than its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. The Board noted that the Portfolio's contractual management fee was higher but close to its peer group average and the actual management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Portfolio's (i) performance was competitive with its peer group average; and (ii) management fee and total expense ratio were competitive with its peer group averages.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Growth Portfolio

	Shares		Value (000)
Common Stocks (94.9%)
Automobiles (4.4%)
Tesla Motors, Inc. (a)		34,308	$	9,203
Biotechnology (1.7%)
Alexion Pharmaceuticals, Inc. (a)		5,476		990
Alnylam Pharmaceuticals, Inc. (a)		9,061		1,086
Regeneron Pharmaceuticals, Inc. (a)		2,759		1,407
				3,483
Chemicals (1.5%)
Monsanto Co.		28,863		3,076
Diversified Financial Services (3.9%)
McGraw Hill Financial, Inc.		57,707		5,797
MSCI, Inc.		37,176		2,288
				8,085
Electrical Equipment (0.5%)
SolarCity Corp. (a)(b)		17,665		946
Food & Staples Retailing (1.4%)
Walgreens Boots Alliance, Inc.		35,232		2,975
Food Products (4.5%)
Keurig Green Mountain, Inc.		44,504		3,410
Mead Johnson Nutrition Co.		64,902		5,856
				9,266
Health Care Equipment & Supplies (3.7%)
Intuitive Surgical, Inc. (a)		15,878		7,693
Health Care Technology (0.7%)
athenahealth, Inc. (a)		13,141		1,506
Hotels, Restaurants & Leisure (2.4%)
Starbucks Corp.		93,538		5,015
Information Technology Services (4.5%)
Mastercard, Inc., Class A		57,593		5,384
Visa, Inc., Class A		58,047		3,898
				9,282
Internet & Catalog Retail (14.6%)
Amazon.com, Inc. (a)		40,090		17,403
JD.com, Inc. ADR (China) (a)		76,182		2,598
Netflix, Inc. (a)		5,484		3,602
Priceline Group, Inc. (The) (a)		5,642		6,496
				30,099
Internet Software & Services (21.1%)
Alibaba Group Holding Ltd. ADR (China) (a)		31,126		2,561
eBay, Inc. (a)		34,108		2,055
Facebook, Inc., Class A (a)		190,647		16,351
Google, Inc., Class C (a)		17,887		9,310
LinkedIn Corp., Class A (a)		29,921		6,182
Twitter, Inc. (a)		197,231		7,144
				43,603
Life Sciences Tools & Services (5.5%)
Illumina, Inc. (a)		52,156		11,389

	Shares		Value (000)
Media (2.4%)
Legend Pictures LLC Ltd. (a)(c)(d)(e) (acquisition cost — $1,250; acquired 10/15/14)		590	$	1,175
Naspers Ltd., Class N (South Africa)		23,782		3,704
				4,879
Pharmaceuticals (8.8%)
Allergan PLC (a)		10,427		3,164
Valeant Pharmaceuticals International, Inc. (Canada) (a)		39,680		8,815
Zoetis, Inc.		127,454		6,146
				18,125
Semiconductors & Semiconductor Equipment (0.9%)
ARM Holdings PLC ADR (United Kingdom)		38,539		1,899
Software (7.8%)
FireEye, Inc. (a)		37,744		1,846
Salesforce.com, Inc. (a)		97,675		6,801
Splunk, Inc. (a)		32,451		2,259
Workday, Inc., Class A (a)		68,197		5,210
				16,116
Tech Hardware, Storage & Peripherals (3.4%)
Apple, Inc.		55,845		7,004
Textiles, Apparel & Luxury Goods (1.2%)
Michael Kors Holdings Ltd. (a)		58,467		2,461
Total Common Stocks (Cost $105,337)				196,105
Preferred Stocks (1.6%)
Internet & Catalog Retail (1.4%)
Airbnb, Inc. Series D (a)(c)(d)(e) (acquisition cost — $1,335; acquired 4/16/14)		32,784		2,776
Internet Software & Services (0.2%)
Dropbox, Inc. Series C (a)(c)(d)(e) (acquisition cost — $485; acquired 1/30/14)		25,401		470
Total Preferred Stocks (Cost $1,820)				3,246
	Notional Amount
Call Options Purchased (0.0%)
Foreign Currency Options (0.0%)
USD/CNY June 2016 @ CNY 6.70		27,582,683		60
USD/CNY November 2015 @ CNY 6.65		32,646,016		13
Total Call Options Purchased (Cost $214)				73
	Shares
Short-Term Investments (4.3%)
Securities held as Collateral on Loaned Securities (0.5%)
Investment Company (0.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G)		644,088		644

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Growth Portfolio

	Face Amount (000)		Value (000)
Repurchase Agreements (0.2%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $211; fully collateralized by various U.S. Government obligations; 0.88% – 2.00% due 2/28/17 – 10/31/21; valued at $216)	$	211	$	211
BNP Paribas Securities Corp., (0.10%, dated 6/30/15, due 7/1/15; proceeds $24; fully collateralized by various U.S. Government agency securities; 2.35% – 5.50% due 12/22/15 – 6/15/43 and a U.S. Government obligation; 0.63% due 7/15/16; valued at $24)		24		24
Merrill Lynch & Co., Inc., (0.11%, dated 6/30/15, due 7/1/15; proceeds $32; fully collateralized by various U.S. Government obligations; Zero Coupon – 0.25% due 5/15/16 – 2/15/24; valued at $32)		32		32
				267
Total Securities held as Collateral on Loaned Securities (Cost $911)				911
	Shares
Investment Company (3.8%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $7,940)		7,940,070		7,940
Total Short-Term Investments (Cost $8,851)				8,851
Total Investments (100.8%) (Cost $116,222) Including $911 of Securities Loaned				208,275
Liabilities in Excess of Other Assets (-0.8%)				(1,598	)
Net Assets (100.0%)			$	206,677

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2015.

(c)  Security has been deemed illiquid at June 30, 2015.

(d)  Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Portfolio has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at June 30, 2015 amounts to approximately $4,421,000 and represents 2.1% of net assets.

(e)  At June 30, 2015, the Portfolio held fair valued securities valued at approximately $4,421,000, representing 2.1% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

ADR  American Depositary Receipt.

CNY  — Chinese Yuan Renminbi

USD  — United States Dollar

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		40.9	%
Internet Software & Services		21.3
Internet & Catalog Retail		15.8
Pharmaceuticals		8.7
Software		7.8
Life Sciences Tools & Services		5.5
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Growth Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $107,638)	$	199,691
Investment in Security of Affiliated Issuer, at Value (Cost $8,584)		8,584
Total Investments in Securities, at Value (Cost $116,222)		208,275
Cash		16
Receivable for Portfolio Shares Sold		71
Dividends Receivable		54
Receivable from Affiliate		1
Other Assets		21
Total Assets		208,438
Liabilities:
Collateral on Securities Loaned, at Value		927
Payable for Advisory Fees		263
Due to Broker		260
Payable for Portfolio Shares Redeemed		184
Payable for Servicing Fees		42
Payable for Professional Fees		20
Payable for Distribution Fees — Class II Shares		17
Payable for Administration Fees		14
Payable for Custodian Fees		6
Payable for Directors' Fees and Expenses		3
Payable for Transfer Agency Fees		3
Other Liabilities		22
Total Liabilities		1,761
NET ASSETS	$	206,677
Net Assets Consist of:
Paid-in-Capital	$	76,231
Accumulated Net Investment Loss		(364	)
Accumulated Undistributed Net Realized Gain		38,757
Unrealized Appreciation (Depreciation) on:
Investments		92,053
Net Assets	$	206,677
CLASS I:
Net Assets	$	122,734
Net Asset Value, Offering and Redemption Price Per Share Applicable to 3,678,955 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	33.36
CLASS II:
Net Assets	$	83,943
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,583,133 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	32.50
(1) Including:
Securities on Loan, at Value:	$	911

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Growth Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	552
Income from Securities Loaned — Net		18
Dividends from Security of Affiliated Issuer (Note G)		5
Total Investment Income		575
Expenses:
Advisory Fees (Note B)		518
Administration Fees (Note C)		199
Distribution Fees — Class II Shares (Note D)		130
Professional Fees		43
Servicing Fees (Note C)		42
Shareholder Reporting Fees		15
Custodian Fees (Note F)		9
Transfer Agency Fees (Note E)		6
Pricing Fees		2
Directors' Fees and Expenses		—	@
Other Expenses		12
Total Expenses		976
Distribution Fees — Class II Shares Waived (Note D)		(27	)
Waiver of Advisory Fees (Note B)		(16	)
Rebate from Morgan Stanley Affiliate (Note G)		(3	)
Net Expenses		930
Net Investment Loss		(355	)
Realized Gain (Loss):
Investments Sold		11,068
Foreign Currency Transactions		(1	)
Net Realized Gain		11,067
Change in Unrealized Appreciation (Depreciation):
Investments		6,204
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		17,271
Net Increase in Net Assets Resulting from Operations	$	16,916

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Growth Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(355	)	$	(588	)
Net Realized Gain		11,067			28,506
Net Change in Unrealized Appreciation (Depreciation)		6,204			(15,509	)
Net Increase in Net Assets Resulting from Operations		16,916			12,409
Distributions from and/or in Excess of:
Class I:
Net Realized Gain		—			(9,042	)
Class II:
Net Realized Gain		—			(6,018	)
Total Distributions		—			(15,060	)
Capital Share Transactions:(1)
Class I:
Subscribed		1,834			4,951
Distributions Reinvested		—			9,042
Redeemed		(12,277	)		(32,041	)
Class II:
Subscribed		10,379			27,012
Distributions Reinvested		—			6,018
Redeemed		(13,159	)		(29,900	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(13,223	)		(14,918	)
Total Increase (Decrease) in Net Assets		3,693			(17,569	)
Net Assets:
Beginning of Period		202,984			220,553
End of Period (Including Accumulated Net Investment Loss of $(364) and $(9))	$	206,677		$	202,984
(1) Capital Share Transactions:
Class I:
Shares Subscribed		56			161
Shares Issued on Distributions Reinvested		—			301
Shares Redeemed		(375	)		(1,041	)
Net Decrease in Class I Shares Outstanding		(319	)		(579	)
Class II:
Shares Subscribed		324			887
Shares Issued on Distributions Reinvested		—			205
Shares Redeemed		(413	)		(1,002	)
Net Increase (Decrease) in Class II Shares Outstanding		(89	)		90

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Growth Portfolio

	Class I
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	30.73		$	31.03		$	21.94		$	20.10		$	20.70		$	16.87
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.04	)		(0.06	)		(0.03	)		0.10			(0.02	)		0.03
Net Realized and Unrealized Gain (Loss)		2.67			1.98			10.23			2.76			(0.56	)		3.82
Total from Investment Operations		2.63			1.92			10.20			2.86			(0.58	)		3.85
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.12	)		—			(0.02	)		(0.02	)
Net Realized Gain		—			(2.22	)		(0.99	)		(1.02	)		—			—
Total Distributions		—			(2.22	)		(1.11	)		(1.02	)		(0.02	)		(0.02	)
Net Asset Value, End of Period	$	33.36		$	30.73		$	31.03		$	21.94		$	20.10		$	20.70
Total Return ++		8.56	%#		6.36	%		48.07	%		14.38	%		(2.80	)%		22.86	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	122,734		$	122,881		$	142,052		$	51,043		$	52,279		$	65,186
Ratio of Expenses to Average Net Assets(1)		0.80	%+*		0.77	%+		0.82	%+^		0.85	%+		0.85	%+		0.85	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			0.80	%+		N/A			N/A			N/A			0.85	%+
Ratio of Net Investment Income (Loss) to Average Net Assets(1)		(0.24	)%+*		(0.19	)%+		(0.11	)%+		0.45	%+		(0.11	)%+		0.16	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		11	%#		30	%		32	%		48	%		30	%		35	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		0.82	%*		0.85	%		0.90	%		0.88	%		0.88	%		0.87	%+
Net Investment Income (Loss) to Average Net Assets		(0.26	)%*		(0.27	)%		(0.19	)%		0.42	%		(0.14	)%		0.14	%+

†  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 (Loss) 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."

^  Effective September 9, 2013, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.80% for Class I shares. Prior to September 9, 2013, the maximum ratio was 0.85% for Class I shares.

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Growth Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	29.97		$	30.39		$	21.50		$	19.77		$	20.39		$	16.63
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.08	)		(0.13	)		(0.09	)		0.04			(0.07	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		2.61			1.93			10.02			2.71			(0.55	)		3.78
Total from Investment Operations		2.53			1.80			9.93			2.75			(0.62	)		3.76
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.05	)		—			—			—
Net Realized Gain		—			(2.22	)		(0.99	)		(1.02	)		—			—
Total Distributions		—			(2.22	)		(1.04	)		(1.02	)		—			—
Net Asset Value, End of Period	$	32.50		$	29.97		$	30.39		$	21.50		$	19.77		$	20.39
Total Return ++		8.44	%#		6.09	%		47.72	%		14.05	%		(3.04	)%		22.61	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	83,943		$	80,103		$	78,501		$	31,883		$	31,258		$	28,661
Ratio of Expenses to Average Net Assets(1)		1.05	%+*		1.02	%+		1.07	%+^		1.10	%+		1.10	%+		1.10	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			1.05	%+		N/A			N/A			N/A			1.10	%+
Ratio of Net Investment Income (Loss) to Average Net Assets(1)		(0.49	)%+*		(0.44	)%+		(0.36	)%+		0.20	%+		(0.36	)%+		(0.09	)%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		11	%#		30	%		32	%		48	%		30	%		35	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.13	%*		1.20	%		1.25	%		1.23	%		1.23	%		1.22	%+
Net Investment Income (Loss) to Average Net Assets		(0.57	)%*		(0.62	)%		(0.54	)%		0.07	%		(0.49	)%		(0.21	)%+

†  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 (Loss) 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."

^  Effective September 9, 2013, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.05% for Class II shares. Prior to September 9, 2013, the maximum ratio was 1.10% for Class II shares.

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Growth Portfolio. The Portfolio seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of large capitalization companies. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between their latest bid and asked price. Unlisted options are valued by an outside pricing service approved by the Fund's Board of Directors (the "Directors") or quotes from a broker or dealer; (4) when market quotations are not

readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (7) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which

12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Common Stocks
Automobiles	$	9,203	$	—	$	—	$	9,203
Biotechnology		3,483		—		—		3,483
Chemicals		3,076		—		—		3,076
Diversified Financial Services		8,085		—		—		8,085
Electrical Equipment		946		—		—		946
Food & Staples Retailing		2,975		—		—		2,975
Food Products		9,266		—		—		9,266
Health Care Equipment & Supplies		7,693		—		—		7,693
Health Care Technology		1,506		—		—		1,506
Hotels, Restaurants & Leisure		5,015		—		—		5,015
Information Technology Services		9,282		—		—		9,282
Internet & Catalog Retail		30,099		—		—		30,099
Internet Software & Services		43,603		—		—		43,603
Life Sciences Tools & Services		11,389		—		—		11,389
Media		3,704		—		1,175		4,879
Pharmaceuticals		18,125		—		—		18,125
Semiconductors & Semiconductor Equipment		1,899		—		—		1,899
Software		16,116		—		—		16,116

13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Common Stocks (cont'd)
Tech Hardware, Storage & Peripherals	$	7,004	$	—	$	—	$	7,004
Textiles, Apparel & Luxury Goods		2,461		—		—		2,461
Total Common Stocks		194,930		—		1,175		196,105
Preferred Stocks		—		—		3,246		3,246
Call Options Purchased		—		73		—		73
Short-Term Investments
Investment Company		8,584		—		—		8,584
Repurchase Agreements		—		267		—		267
Total Short-Term Investments		8,584		267		—		8,851
Total Assets	$	203,514	$	340	$	4,421	$	208,275

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approxi-

mately $3,704,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stock (000)			Preferred Stocks (000)
Beginning Balance	$	1,234		$	2,138
Purchases		—			—
Sales		—			—
Amortization of discount		—			—
Transfers in		—			—
Transfers out		—			—
Corporate actions		—			—
Change in unrealized appreciation (depreciation)		(59	)		1,108
Realized gains (losses)		—			—
Ending Balance	$	1,175		$	3,246
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2015	$	(59	)	$	1,108

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2015. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an Increase in Input
Internet & Catalog Retail
Preferred Stock	$	2,776	Market Transaction Method	Pending Precedent Transaction	$	93.38		$	93.38		$	93.38		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		15.0	%		17.0	%		16.0	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		10.2	x		15.5	x		15.5	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Internet Software & Services
Preferred Stock	$	470	Market Transaction Method	Third Party Tender Offer/ Series C Preferred	$	19.10		$	19.10		$	19.10		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		16.0	%		18.0	%		17.0	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		6.9	x		13.5	x		12.0x		Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an Increase in Input
Media
Common Stock	$	1,175	Market Transaction Method	Pending Precedent Transaction	$	2,119.29		$	2,119.29		$	2,119.29		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		14.5	%		16.5	%		15.5%		Decrease
				Perpetual Growth Rate		3.0	%		5.0	%		4.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		3.2	x		8.8x			6.0x		Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

3.  Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Derivatives: The Portfolio may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Portfolio's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Portfolio to be more volatile than if the Portfolio had not been leveraged. Although the Adviser seeks to use derivatives to further the Portfolio's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Portfolio used during the period and their associated risks:

Options: With respect to options, the Portfolio is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Portfolio buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or futures contract on the underlying instrument, at an agreed-upon price typically in exchange for a premium paid by the Portfolio. The Portfolio may purchase and/or sell put and call options. Purchasing call options tends to increase the Portfolio's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Portfolio's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Portfolio bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Portfolio may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Statement of Assets and Liabilities. Premium paid for purchasing options which expired are treated as realized losses. If the Portfolio sells an option, it sells to another party the right to buy from or sell to the Portfolio a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium received by the Portfolio. When options are purchased OTC, the Portfolio bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Portfolio may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.

FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Portfolio uses derivative instruments, how these derivative instruments are accounted for and their effects on the Portfolio's financial position and results of operations.

The following table sets forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2015.

	Asset Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Call Options Purchased	Investments, at Value (Call Options Purchased)	Currency Risk	$	73	(a)

(a)  Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

The following tables set forth by primary risk exposure the Portfolio's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2015 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Call Options Purchased)	$	(109	)(b)

(b)  Amounts are included in Investments Sold in the Statement of Operations.

Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Call Options Purchased)	$	(158	)(c)

(c)  Amounts are included in Investments in the Statement of Operations.

At June 30, 2015, the Portfolio's derivative assets and liabilities are as follows:

Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities
Derivatives	Assets(d) (000)			Liabilities(d) (000)
Call Options Purchased	$	73	(a)	$	—

(a)  Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

(d)  Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Portfolio exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Portfolio's net liability may be delayed or denied.

The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities (000)		Financial Instrument (000)		Collateral Received(e) (000)			Net Amount (not less than $0) (000)
Royal Bank of Scotland	$	73	$	—	$	(73	)	$	0

(e)  In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

For the six months ended June 30, 2015, the approximate average monthly amount outstanding for each derivative type is as follows:

Call Options Purchased:
Average monthly notional amount	69,779,000

6.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned – Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	911	(f)	$	—	$	(911	)(g)(h)	$	0

(f)  Represents market value of loaned securities at period end.

(g)  The Portfolio received cash collateral of approximately $927,000, of which approximately $911,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $16,000, which is not reflected in the Portfolio of Investments.

(h)  The actual collateral received is greater than the amount shown here due to overcollateralization.

7.  Restricted Securities: The Portfolio invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Portfolio may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Portfolio, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Portfolio could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Portfolio would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.

8.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

9.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses)

18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

10.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $1 billion			Next $1 billion			Next $1 billion			Over $3 billion
	0.50	%		0.45	%		0.40	%		0.35	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.48% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.80% for Class I shares and 1.05% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $16,000 of advisory fees were waived pursuant to this arrangement.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and

other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.10% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $27,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $21,880,000 and $35,264,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investments in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid

19

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

were reduced by approximately $3,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	8,784	$	27,495	$	27,695	$	5	$	8,584

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014 remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,039	$	13,021	$	315	$	3,346

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Net Investment Loss (000)		Accumulated Undistributed Net Realized Gain (000)			Paid-in- Capital (000)
$	587	$	(142	)	$	(445	)

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	—	$	27,828

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $97,068,000 and the aggregate gross unrealized depreciation is approximately $5,015,000 resulting in net unrealized appreciation of approximately $92,053,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 67.8% and 81.0% for Class I and Class II shares, respectively.

20

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFCGSAN
1257521 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Infrastructure Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		7
Statement of Operations		8
Statements of Changes in Net Assets		9
Financial Highlights		10
Notes to Financial Statements		12
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Global Infrastructure Portfolio

As a shareholder of the Global Infrastructure Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Global Infrastructure Portfolio Class I	$	1,000.00	$	979.60	$	1,020.48	$	4.27	$	4.36		0.87	%
Global Infrastructure Portfolio Class II		1,000.00		979.50		1,019.24		5.50		5.61		1.12

*  Expenses are calculated using each Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Advisers (as defined herein), to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The Adviser and Sub-Advisers together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was better than its peer group average for the one- and three-year periods but below its peer group average for the five-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's contractual management fee was higher than its peer group average and the actual management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Portfolio's performance, management fee and total expense ratio were competitive with its peer group averages.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Global Infrastructure Portfolio

	Shares		Value (000)
Common Stocks (97.7%)
Australia (4.6%)
DUET Group (a)		535,762	$	955
Macquarie Atlas Roads Group		340,651		836
Sydney Airport		129,666		498
Transurban Group		259,579		1,863
				4,152
Austria (2.0%)
Flughafen Wien AG		21,396		1,856
Brazil (2.1%)
Arteris SA		417,400		1,269
CCR SA		128,635		617
				1,886
Canada (12.9%)
Enbridge, Inc. (a)		129,603		6,061
Inter Pipeline Ltd. (a)		49,456		1,137
Pembina Pipeline Corp. (a)		29,952		968
TransCanada Corp. (a)		86,253		3,505
				11,671
China (7.0%)
China Everbright International Ltd. (b)		659,000		1,182
China Gas Holdings Ltd. (b)		30,000		48
ENN Energy Holdings Ltd. (b)		228,000		1,375
Guangdong Investment Ltd. (b)		1,278,000		1,790
Hopewell Highway Infrastructure Ltd. (b)		3,062,000		1,505
Jiangsu Expressway Co., Ltd. H Shares (b)		364,000		478
				6,378
France (4.4%)
Eutelsat Communications SA		46,734		1,508
SES SA		26,589		893
Vinci SA		27,970		1,618
				4,019
Italy (2.0%)
Atlantia SpA		43,646		1,078
Snam SpA		162,833		775
				1,853
Japan (1.0%)
Tokyo Gas Co., Ltd.		171,000		908
Mexico (0.1%)
Infraestructura Energetica Nova SAB de CV		26,500		131
Netherlands (0.6%)
Koninklijke Vopak N.V. (a)		10,433		527
Spain (2.6%)
Ferrovial SA		34,830		755
Red Electrica Corp., SA (a)		1,780		143
Saeta Yield SA		140,456		1,467
				2,365
Switzerland (1.7%)
Flughafen Zuerich AG (Registered)		1,962		1,518

	Shares		Value (000)
United Kingdom (9.7%)
John Laing Group PLC (c)(d)		516,423	$	1,749
National Grid PLC		297,141		3,815
Pennon Group PLC		80,966		1,031
Severn Trent PLC		33,126		1,083
United Utilities Group PLC		79,869		1,120
				8,798
United States (47.0%)
American Tower Corp. REIT		53,730		5,013
American Water Works Co., Inc.		13,790		671
Atmos Energy Corp.		23,150		1,187
Cheniere Energy, Inc. (d)		18,746		1,298
Crown Castle International Corp. REIT		56,696		4,553
Enbridge Energy Management LLC (d)		53,384		1,762
Eversource Energy		12,539		569
ITC Holdings Corp.		27,628		889
Kinder Morgan, Inc.		188,299		7,229
NiSource, Inc.		13,970		637
ONEOK, Inc.		23,790		939
Pattern Energy Group, Inc.		78,461		2,227
PG&E Corp.		60,147		2,953
Plains GP Holdings LP, Class A		9,808		253
SBA Communications Corp., Class A (d)		12,392		1,425
SemGroup Corp., Class A		10,833		861
Sempra Energy		32,151		3,181
Spectra Energy Corp.		46,511		1,516
Targa Resources Corp.		5,116		456
TerraForm Power, Inc., Class A (d)		33,401		1,269
Union Pacific Corp.		6,070		579
Williams Cos., Inc. (The)		55,606		3,191
				42,658
Total Common Stocks (Cost $72,399)				88,720
Short-Term Investments (6.9%)
Securities held as Collateral on Loaned Securities (4.5%)
Investment Company (3.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G)		2,902,508		2,903
	Face Amount (000)
Repurchase Agreements (1.3%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $953; fully collateralized by various U.S. Government obligations; 0.88% – 2.00% due 2/28/17 – 10/31/21; valued at $972)	$	953		953
BNP Paribas Securities Corp., (0.10%, dated 6/30/15, due 7/1/15; proceeds $106; fully collateralized by various U.S. Government agency securities; 2.35% – 5.50% due 12/22/15 – 6/15/43 and a U.S. Government obligation; 0.63% due 7/15/16; valued at $108)		106		106

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Global Infrastructure Portfolio

	Face Amount (000)		Value (000)
Repurchase Agreements (cont'd)
Merrill Lynch & Co., Inc., (0.11%, dated 6/30/15, due 7/1/15; proceeds $142; fully collateralized by various U.S. Government obligations; Zero Coupon – 0.25% due 5/15/16 – 2/15/24; valued at $146)	$	142	$	142
				1,201
Total Securities held as Collateral on Loaned Securities (Cost $4,104)				4,104
	Shares
Investment Company (2.4%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $2,178)		2,178,317		2,178
Total Short-Term Investments (Cost $6,282)				6,282
Total Investments (104.6%) (Cost $78,681) Including $7,300 of Securities Loaned				95,002
Liabilities in Excess of Other Assets (-4.6%)				(4,157	)
Net Assets (100.0%)			$	90,845

(a)  All or a portion of this security was on loan at June 30, 2015.

(b)  Security trades on the Hong Kong exchange.

(c)  144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(d)  Non-income producing security.

REIT  Real Estate Investment Trust.

Portfolio Composition*

Classification	Percentage of Total Investments
Oil & Gas Storage & Transportation		41.7	%
Communications		14.7
Other**		11.1
Toll Roads		10.2
Electricity Transmission & Distribution		9.2
Water		7.6
PPA Contracted Renewables		5.5
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Global Infrastructure Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $73,600)	$	89,921
Investment in Security of Affiliated Issuer, at Value (Cost $5,081)		5,081
Total Investments in Securities, at Value (Cost $78,681)		95,002
Foreign Currency, at Value (Cost $121)		120
Cash		74
Dividends Receivable		414
Receivable for Investments Sold		231
Receivable for Portfolio Shares Sold		45
Tax Reclaim Receivable		27
Receivable from Affiliate		—	@
Other Assets		5
Total Assets		95,918
Liabilities:
Collateral on Securities Loaned, at Value		4,179
Payable for Investments Purchased		432
Payable for Portfolio Shares Redeemed		263
Payable for Advisory Fees		119
Payable for Professional Fees		26
Payable for Servicing Fees		22
Payable for Custodian Fees		11
Payable for Administration Fees		6
Payable for Distribution Fees — Class II Shares		5
Payable for Transfer Agency Fees		1
Other Liabilities		9
Total Liabilities		5,073
NET ASSETS	$	90,845
Net Assets Consist of:
Paid-in-Capital	$	57,256
Accumulated Undistributed Net Investment Income		2,638
Accumulated Undistributed Net Realized Gain		14,631
Unrealized Appreciation (Depreciation) on:
Investments		16,321
Foreign Currency Translations		(1	)
Net Assets	$	90,845
CLASS I:
Net Assets	$	65,523
Net Asset Value, Offering and Redemption Price Per Share Applicable to 7,181,928 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	9.12
CLASS II:
Net Assets	$	25,322
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,788,942 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	9.08
(1) Including:
Securities on Loan, at Value:	$	7,300

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Global Infrastructure Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $62 of Foreign Taxes Withheld)	$	1,530
Income from Securities Loaned — Net		23
Dividends from Security of Affiliated Issuer (Note G)		1
Total Investment Income		1,554
Expenses:
Advisory Fees (Note B)		402
Administration Fees (Note C)		91
Professional Fees		54
Distribution Fees — Class II Shares (Note D)		39
Custodian Fees (Note F)		33
Servicing Fees (Note C)		22
Shareholder Reporting Fees		9
Offering Costs		7
Pricing Fees		3
Transfer Agency Fees (Note E)		2
Directors' Fees and Expenses		—	@
Other Expenses		3
Total Expenses		665
Waiver of Advisory Fees (Note B)		(215	)
Distribution Fees — Class II Shares Waived (Note D)		(8	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		441
Net Investment Income		1,113
Realized Gain (Loss):
Investments Sold		5,523
Foreign Currency Transactions		(4	)
Net Realized Gain		5,519
Change in Unrealized Appreciation (Depreciation):
Investments		(8,487	)
Foreign Currency Translations		2
Net Change in Unrealized Appreciation (Depreciation)		(8,485	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(2,966	)
Net Decrease in Net Assets Resulting from Operations	$	(1,853	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Global Infrastructure Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,113		$	1,873
Net Realized Gain		5,519			11,826
Net Change in Unrealized Appreciation (Depreciation)		(8,485	)		(1,045	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(1,853	)		12,654
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(1,423	)
Net Realized Gain		—			(8,270	)
Class II:
Net Investment Income		—			(311	)
Net Realized Gain		—			(2,086	)
Total Distributions		—			(12,090	)
Capital Share Transactions:(1)
Class I:
Subscribed		303			1,337
Issued due to a tax-free reorganization		—			17,217
Distributions Reinvested		—			9,693
Redeemed		(6,328	)		(13,439	)
Class II:
Subscribed		4,500			4,188
Issued due to a tax-free reorganization		—			6,927
Distributions Reinvested		—			2,397
Redeemed		(2,922	)		(3,996	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(4,447	)		24,324
Total Increase (Decrease) in Net Assets		(6,300	)		24,888
Net Assets:
Beginning of Period		97,145			72,257
End of Period (Including Accumulated Undistributed Net Investment Income of $2,638 and $1,525)	$	90,845		$	97,145
(1) Capital Share Transactions:
Class I:
Shares Subscribed		32			145
Shares Issued due to a tax-free reorganization		—			2,010
Shares Issued on Distributions Reinvested		—			1,130
Shares Redeemed		(673	)		(1,455	)
Net Increase (Decrease) in Class I Shares Outstanding		(641	)		1,830
Class II:
Shares Subscribed		480			455
Shares Issued due to a tax-free reorganization		—			810
Shares Issued on Distributions Reinvested		—			280
Shares Redeemed		(315	)		(434	)
Net Increase in Class II Shares Outstanding		165			1,111

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Global Infrastructure Portfolio

	Class I**
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010^
Net Asset Value, Beginning of Period	$	9.31		$	9.64		$	9.19		$	8.72		$	8.13		$	8.68
Income (Loss) from Investment Operations:
Net Investment Income†		0.11			0.20			0.20			0.22			0.21			0.21
Net Realized and Unrealized Gain (Loss)		(0.30	)		1.16			1.32			1.30			1.07			0.18
Total from Investment Operations		(0.19	)		1.36			1.52			1.52			1.28			0.39
Distributions from and/or in Excess of:
Net Investment Income		—			(0.25	)		(0.26	)		(0.23	)		(0.23	)		(0.25	)
Net Realized Gain		—			(1.44	)		(0.81	)		(0.82	)		(0.46	)		(0.69	)
Total Distributions		—			(1.69	)		(1.07	)		(1.05	)		(0.69	)		(0.94	)
Net Asset Value, End of Period	$	9.12		$	9.31		$	9.64		$	9.19		$	8.72		$	8.13
Total Return ++		(2.04	)%#		15.63	%		17.91	%		18.69	%		16.07	%		6.93	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	65,523		$	72,815		$	57,746		$	57,628		$	58,998		$	61,408
Ratio of Expenses to Average Net Assets(1)		0.87	%+*		0.87	%+		0.90	%+		0.87	%+		0.86	%+		0.87	%+
Ratio of Net Investment Income to Average Net Assets(1)		2.41	%+*		2.12	%+		2.12	%+		2.51	%+		2.48	%+		2.71	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		25	%#		40	%		25	%		28	%		36	%		148	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.33	%*		1.26	%		N/A			N/A			N/A			N/A
Net Investment Income to Average Net Assets		1.95	%*		1.73	%		N/A			N/A			N/A			N/A

**  On April 28, 2014, the Portfolio acquired substantially all of the assets and liabilities of the Morgan Stanley Select Dimensions Investment Series — Global Infrastructure Portfolio ("SD Global Infrastructure") and Morgan Stanley Variable Investment Series — Global Infrastructure Portfolio ("VIS Global Infrastructure"). The Portfolio adopted the financial and performance history of VIS Global Infrastructure. Therefore, the per share data and the ratios of Class I shares reflect the historical per share data of Class X shares of VIS Global Infrastructure for periods prior to April 28, 2014.

^  Beginning with the year ended December 31, 2011, the Portfolio was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

†  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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Global Infrastructure Portfolio

	Class II**
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010^
Net Asset Value, Beginning of Period	$	9.27		$	9.60		$	9.16		$	8.69		$	8.10		$	8.64
Income (Loss) from Investment Operations:
Net Investment Income†		0.10			0.17			0.17			0.20			0.19			0.19
Net Realized and Unrealized Gain (Loss)		(0.29	)		1.16			1.32			1.29			1.06			0.19
Total from Investment Operations		(0.19	)		1.33			1.49			1.49			1.25			0.38
Distributions from and/or in Excess of:
Net Investment Income		—			(0.22	)		(0.24	)		(0.20	)		(0.20	)		(0.23	)
Net Realized Gain		—			(1.44	)		(0.81	)		(0.82	)		(0.46	)		(0.69	)
Total Distributions		—			(1.66	)		(1.05	)		(1.02	)		(0.66	)		(0.92	)
Net Asset Value, End of Period	$	9.08		$	9.27		$	9.60		$	9.16		$	8.69		$	8.10
Total Return ++		(2.05	)%#		15.28	%		17.54	%		18.44	%		15.82	%		6.74	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	25,322		$	24,330		$	14,511		$	14,506		$	14,472		$	15,789
Ratio of Expenses to Average Net Assets(1)		1.12	%+*		1.12	%+		1.15	%+		1.12	%+		1.11	%+		1.12	%+
Ratio of Net Investment Income to Average Net Assets(1)		2.16	%+*		1.87	%+		1.87	%+		2.26	%+		2.23	%+		2.46	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		25	%#		40	%		25	%		28	%		36	%		148	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.64	%*		1.59	%		N/A			N/A			N/A			N/A
Net Investment Income to Average Net Assets		1.64	%*		1.40	%		N/A			N/A			N/A			N/A

**  On April 28, 2014, the Portfolio acquired substantially all of the assets and liabilities of the Morgan Stanley Select Dimensions Investment Series — Global Infrastructure Portfolio ("SD Global Infrastructure") and Morgan Stanley Variable Investment Series — Global Infrastructure Portfolio ("VIS Global Infrastructure"). The Portfolio adopted the financial and performance history of VIS Global Infrastructure. Therefore, the per share data and the ratios of Class II shares reflect the historical per share data of Class Y shares of VIS Global Infrastructure for periods prior to April 28, 2014.

^  Beginning with the year ended December 31, 2011, the Portfolio was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

†  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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Global Infrastructure Portfolio, formerly Morgan Stanley Variable Investment Series Global Infrastructure Portfolio. The Portfolio's adviser, Morgan Stanley Investment Management Inc. (the "Adviser") and sub-advisers, Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), seek to provide both capital appreciation and current income by investing primarily in equity securities issued by companies located throughout the world that are engaged in the infrastructure business. The Portfolio offers two classes of shares – Class I and Class II. Both classes of shares have identical voting rights (except that shareholders of a Class have exclusive voting rights regarding any matter relating solely to that Class of shares), dividend, liquidation and other rights.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

On April 28, 2014, the Portfolio acquired the net assets of Morgan Stanley Select Dimensions Global Infrastructure Portfolio ("Global Infrastructure Portfolio"), an open-end investment company, based on the respective valuations as of the close of business on April 25, 2014, pursuant to a Plan of Reorganization approved by the shareholders of Global Infrastructure Portfolio on March 17, 2014 ("Reorganization"). The purpose of the transaction was to combine two portfolios managed by the Adviser with comparable investment objectives and strategies. The acquisition was accomplished by a tax-free exchange of 2,010,409 Class I shares of the Portfolio at a net asset value of $8.56 for 787,286 Class X shares of Global Infrastructure Portfolio; 810,385 Class II shares of the Portfolio at a net asset value of $8.55 for 316,316 Class Y shares of Global Infrastructure Portfolio; The net assets of Global Infrastructure Portfolio before the Reorganization were approximately $24,144,000, including unrealized appreciation of approximately $6,919,000 at April 25, 2014. The investment portfolio of Global Infrastructure Portfolio, with a fair value of approximately $24,089,000 and identified cost of approximately $17,171,000 on April 25, 2014, was the principal asset acquired by the Portfolio. For financial reporting purposes, assets received and shares issued by the Portfolio

were recorded at fair value; however, the cost basis of the investments received from Global Infrastructure Portfolio was carried forward to align ongoing reporting of the Portfolio's realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the Reorganization, the net assets of the Portfolio were approximately $73,320,000. Immediately after the Reorganization, the net assets of the Portfolio were approximately $97,464,000.

Upon closing of the Reorganization, shareholders of Global Infrastructure Portfolio received shares of the Portfolio as follows:

Global Infrastructure Portfolio	UIF Global Infrastructure Portfolio
Class X	Class I
Class Y	Class II

Assuming the acquisition had been completed on January 1, 2014, the beginning of the annual reporting period of the Portfolio, the Portfolio's pro forma results of operations for the period ended December 31, 2014, are as follows:

Net investment income(1)	$	2,193,000
Net realized gain and unrealized gain(2)	$	12,013,000
Net increase (decrease) in net assets resulting from operations	$	14,206,000

(1)Approximately $1,873,000 as reported, plus approximately $169,000 Global Infrastructure Portfolio prior to the Reorganization, plus approximately $151,000 of estimated pro-forma eliminated expenses.

(2)Approximately $10,781,000 as reported, plus approximately $1,232,000 Global Infrastructure Portfolio prior to the Reorganization.

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Global Infrastructure Portfolio that have been included in the Portfolio's Statement of Operations since April 28, 2014.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices;

12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

(2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Advisers determine that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation

policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the

13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Assets:
Common Stocks
Airports	$	3,872	$	—	$	—	$	3,872
Communications		13,392		—		—		13,392
Diversified		3,459		—		—		3,459
Electricity Transmission & Distribution		8,369		—		—		8,369
Oil & Gas Storage & Transportation		37,945		—		—		37,945
PPA Contracted Renewables		4,963		—		—		4,963
Railroads		579		—		—		579
Toll Roads		9,264		—		—		9,264
Water		6,877		—		—		6,877
Total Common Stocks		88,720		—		—		88,720
Short-Term Investments
Investment Company		5,081		—		—		5,081
Repurchase Agreements		—		1,201		—		1,201
Total Short-Term Investments		5,081		1,201		—		6,282
Total Assets	$	93,801	$	1,201	$	—	$	95,002

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $29,727,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015.

3.  Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign

shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned – Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	7,300	(a)	$	—	$	(7,300	)(b)(c)	$	0

(a)  Represents market value of loaned securities at period end.

(b)  The Portfolio received cash collateral of approximately $4,179,000, of which approximately $4,104,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $75,000, which is not reflected in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $3,556,000 in the form of U.S. Government obligations, which the Portfolio

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.

(c)  The actual collateral received is greater than the amount shown here due to overcollateralization.

6.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

7.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

The Portfolio owns shares of real estate investment trusts ("REITs") which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.

Settlement and registration of foreign securities transactions may be subject to significant risks not normally associated with investments in the United States. In certain markets, ownership of shares is defined according to entries in the issuer's share register. It is possible that a Portfolio holding these securities could lose its share registration through fraud, negligence or even mere oversight. In addition, shares being delivered for sales and cash being paid for purchases may be delivered before the exchange is complete. This may subject the Portfolio to further risk of loss in the event of a failure to complete the transaction by the counterparty.

8.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are

recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at an annual rate of 0.85% of the daily net assets of the Portfolio.

Pursuant to the Reorganization, the Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.87% for Class I shares and 1.12% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $215,000 of advisory fees were waived pursuant to this arrangement.

The Adviser has entered into a Sub-Advisory Agreement with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Portfolio with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Portfolio.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.10% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $8,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $22,738,000 and $25,964,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investment in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by approximately $1,000 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)		Value June 30, 2015 (000)
$	10,117	$	18,197	$	23,233	$	1	$	5,081

During the six months ended June 30, 2015, the Portfolio incurred less than $500 in brokerage commissions with Morgan Stanley & Co., LLC, an affiliate of the Adviser/Administrator, Sub-Advisers and Distributor, for portfolio transactions executed on behalf of the Portfolio.

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,137	$	9,953	$	1,865	$	5,863

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and merger adjustments, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Undistributed Net Investment Income (000)			Accumulated Undistributed Net Realized Gain (000)			Paid-in- Capital (000)
$	(44	)	$	(65	)	$	109

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	2,030	$	8,741

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $17,058,000 and the aggregate gross unrealized depreciation is approximately $737,000 resulting in net unrealized appreciation of approximately $16,321,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 91.8% and 84.0% for Class I and Class II shares, respectively.

18

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Sub-Advisers

Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England

Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFGINSAN
1258018 Exp. 08.31.16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Small Company Growth Portfolio

The Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Table of Contents

Expense Example		2
Investment Advisory Agreement Approval		3
Portfolio of Investments		5
Statement of Assets and Liabilities		8
Statement of Operations		9
Statements of Changes in Net Assets		10
Financial Highlights		11
Notes to Financial Statements		12
Director and Officer Information	Back Cover

1

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Expense Example (unaudited)

Small Company Growth Portfolio

As a shareholder of the Small Company Growth Portfolio (the "Portfolio"), you incur two types of costs: (1) insurance company charges; and (2) ongoing costs, including advisory fees, administration fees, distribution (12b-1) fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2015 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any insurance company charges. Therefore, the table below is useful in comparing ongoing costs, but will not help you determine the relative total cost of owning different funds. In addition, if these insurance company charges were included, your costs would have been higher.

	Beginning Account Value 1/1/15		Actual Ending Account Value 6/30/15		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Small Company Growth Portfolio Class II	$	1,000.00	$	1,059.60	$	1,018.60	$	6.38	$	6.26		1.25	%

*  Expenses are calculated using the Portfolio Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period, and multiplied by 181/365 (to reflect the most recent one-half year period).

**  Annualized.

2

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Portfolio. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper, Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Portfolio. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Portfolio and supported its decision to approve the Management Agreement.

Performance, Fees and Expenses of the Portfolio

The Board reviewed the performance, fees and expenses of the Portfolio compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Portfolio. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2014, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Portfolio's performance was below its peer group average for the one- and five-year periods but better than its peer group average for the three-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Portfolio relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Portfolio's contractual management fee was higher than its peer group average, the actual management fee was lower than its peer group average and the total expense ratio was higher but close to its peer group average. After discussion, the Board concluded that the Portfolio's (i) performance was acceptable; and (ii) management fee and total expense ratio were competitive with its peer group averages.

Economies of Scale

The Board considered the size and growth prospects of the Portfolio and how that relates to the Portfolio's total expense ratio and particularly the Portfolio's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Portfolio and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Portfolio supports its decision to approve the Management Agreement.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Portfolio and during the last two years from their relationship with the Morgan Stanley

3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Investment Advisory Agreement Approval (unaudited) (cont'd)

Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.

Other Benefits of the Relationship

The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Portfolio and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

Resources of the Adviser and Historical Relationship Between the Portfolio and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Portfolio and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Portfolio's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Portfolio to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Portfolio's business.

General Conclusion

After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Portfolio and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.

4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments

Small Company Growth Portfolio

	Shares		Value (000)
Common Stocks (95.2%)
Air Freight & Logistics (3.2%)
XPO Logistics, Inc. (a)		10,704	$	484
Biotechnology (3.8%)
ACADIA Pharmaceuticals, Inc. (a)		1,051		44
Agios Pharmaceuticals, Inc. (a)(b)		870		97
Alnylam Pharmaceuticals, Inc. (a)		683		82
Clovis Oncology, Inc. (a)		672		59
Insmed, Inc. (a)		1,745		43
Intrexon Corp. (a)(b)		2,547		124
Ironwood Pharmaceuticals, Inc. (a)		6,146		74
Spark Therapeutics, Inc. (a)(b)		875		53
ZIOPHARM Oncology, Inc. (a)(b)		448		5
				581
Capital Markets (7.5%)
Capitol Acquisition Corp. II (Units) (a)(c)		5,040		59
Financial Engines, Inc.		7,366		313
Greenhill & Co., Inc.		3,749		155
WisdomTree Investments, Inc.		28,206		619
				1,146
Chemicals (1.0%)
Platform Specialty Products Corp. (a)		5,830		149
Electrical Equipment (2.4%)
Babcock & Wilcox Co. (The)		11,286		370
Electronic Equipment, Instruments & Components (0.9%)
Cognex Corp.		1,526		73
FARO Technologies, Inc. (a)		1,267		59
				132
Health Care Equipment & Supplies (0.4%)
Sientra, Inc. (a)		2,243		57
Health Care Providers & Services (1.4%)
HealthEquity, Inc. (a)		6,910		221
Health Care Technology (9.4%)
athenahealth, Inc. (a)		3,688		422
Castlight Health, Inc., Class B (a)		20,228		165
HMS Holdings Corp. (a)		9,996		172
Medidata Solutions, Inc. (a)		8,113		441
Press Ganey Holdings, Inc. (a)		3,739		107
Veeva Systems, Inc., Class A (a)		4,445		124
				1,431
Hotels, Restaurants & Leisure (6.3%)
Fiesta Restaurant Group, Inc. (a)		6,393		320
Habit Restaurants, Inc. (The) (a)		6,011		188
Krispy Kreme Doughnuts, Inc. (a)		7,956		153
Wingstop, Inc. (a)		931		26
Zoe's Kitchen, Inc. (a)(b)		6,837		280
				967
Internet & Catalog Retail (8.2%)
Blue Nile, Inc. (a)		5,457		166
Etsy, Inc. (a)(b)		14,109		198
Jumei International Holding Ltd. ADR (China) (a)		3,662		84

	Shares		Value (000)
MakeMyTrip Ltd. (India) (a)		6,289	$	124
Ocado Group PLC (United Kingdom) (a)		32,619		229
Qunar Cayman Islands Ltd. ADR (China) (a)(b)		1,715		73
Wayfair, Inc., Class A (a)(b)		6,151		231
zulily, Inc., Class A (a)(b)		11,012		144
				1,249
Internet Software & Services (23.3%)
Actua Corp. (a)		3,620		52
Angie's List, Inc. (a)		9,739		60
Autohome, Inc. ADR (China) (a)		4,237		214
Benefitfocus, Inc. (a)		6,453		283
Coupons.com, Inc. (a)(b)		7,613		82
Criteo SA ADR (France) (a)		10,983		524
Dealertrack Technologies, Inc. (a)		8,205		515
Everyday Health, Inc. (a)		4,942		63
GrubHub, Inc. (a)		14,230		485
Just Eat PLC (United Kingdom) (a)		32,459		208
Marketo, Inc. (a)		5,283		148
New Relic, Inc. (a)		2,391		84
OPOWER, Inc. (a)(b)		5,967		69
Shutterstock, Inc. (a)		2,340		137
Twitter, Inc. (a)		12,083		438
Youku Tudou, Inc. ADR (China) (a)		5,470		134
Zillow Group, Inc., Class A (a)(b)		847		73
				3,569
Machinery (2.5%)
Manitowoc Co., Inc. (The)		19,672		385
Multi-Utilities (0.0%)
AET&D Holdings No. 1 Ltd. (Australia) (a)(d)(e)		113,183		—
Pharmaceuticals (1.4%)
Impax Laboratories, Inc. (a)		4,717		217
Professional Services (5.8%)
Advisory Board Co. (The) (a)		5,861		320
CEB, Inc.		3,712		323
WageWorks, Inc. (a)		5,931		240
				883
Semiconductors & Semiconductor Equipment (1.0%)
Tessera Technologies, Inc.		3,941		150
Software (9.5%)
Ellie Mae, Inc. (a)		4,034		282
FireEye, Inc. (a)		1,883		92
FleetMatics Group PLC (a)		9,032		423
Guidewire Software, Inc. (a)		5,889		312
Solera Holdings, Inc.		3,187		142
Xero Ltd. (Australia) (a)		4,412		54
Zendesk, Inc. (a)		6,775		150
				1,455
Specialty Retail (7.2%)
Citi Trends, Inc. (a)		3,983		96
Five Below, Inc. (a)		13,069		517

The accompanying notes are an integral part of the financial statements.
5

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Small Company Growth Portfolio

	Shares		Value (000)
Specialty Retail (cont'd)
Restoration Hardware Holdings, Inc. (a)		5,035	$	492
				1,105
Total Common Stocks (Cost $10,975)				14,551
Preferred Stocks (0.1%)
Internet Software & Services (0.1%)
Mode Media Corporation Series M-1 (a)(d)(e)(f) (acquisition cost — $142; acquired 3/19/08)		9,428		11
Mode Media Corporation Escrow Series M-1 (a)(d)(e)(f) (acquisition cost — $13; acquired 3/19/08)		1,346		1
Total Preferred Stocks (Cost $155)				12
Convertible Preferred Stock (0.0%)
Internet Software & Services (0.0%)
Youku Tudou, Inc., Class A (a)(e)(f) (acquisition cost — $—@; acquired 9/16/10) (Cost $—@)		17		—	@
	Face Amount (000)
Promissory Notes (0.1%)
Internet Software & Services (0.1%)
Mode Media Corporation 9.00%, 12/3/19 (a)(d)(e)(f) (acquisition cost — $60; acquired 3/19/08)	$	21		18
Mode Media Corporation Escrow 9.00%, 12/3/19 (a)(d)(e)(f) (acquisition cost — $1; acquired 3/19/08)		1		—	@
Total Promissory Notes (Cost $61)				18
	Shares
Short-Term Investments (14.0%)
Securities held as Collateral on Loaned Securities (9.1%)
Investment Company (6.4%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G)		987,888		988
	Face Amount (000)
Repurchase Agreements (2.7%)
Barclays Capital, Inc., (0.10%, dated 6/30/15, due 7/1/15; proceeds $324; fully collateralized by various U.S. Government obligations; 0.88% – 2.00% due 2/28/17 – 10/31/21; valued at $331)	$	324		324
BNP Paribas Securities Corp., (0.10%, dated 6/30/15, due 7/1/15; proceeds $36; fully collateralized by various U.S. Government agency securities; 2.35% – 5.50% due 12/22/15 – 6/15/43 and a U.S. Government obligation; 0.63% due 7/15/16; valued at $37)		36		36

	Face Amount (000)		Value (000)
Merrill Lynch & Co., Inc., (0.11%, dated 6/30/15, due 7/1/15; proceeds $49; fully collateralized by various U.S. Government obligations; Zero Coupon – 0.25% due 5/15/16 – 2/15/24; valued at $50)	$	49	$	49
				409
Total Securities held as Collateral on Loaned Securities (Cost $1,397)				1,397
	Shares
Investment Company (4.9%)
Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (See Note G) (Cost $747)		746,964		747
Total Short-Term Investments (Cost $2,144)				2,144
Total Investments (109.4%) (Cost $13,335) Including $1,423 of Securities Loaned				16,725
Liabilities in Excess of Other Assets (-9.4%)				(1,442	)
Net Assets (100.0%)			$	15,283

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2015.

(c)  Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.

(d)  At June 30, 2015, the Portfolio held fair valued securities valued at approximately $30,000, representing 0.2% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

(e)  Security has been deemed illiquid at June 30, 2015.

(f)  Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Portfolio has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at June 30, 2015 amounts to approximately $30,000 and represents 0.2% of net assets.

@  Value is less than $500.

ADR  American Depositary Receipt.

The accompanying notes are an integral part of the financial statements.
6

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Portfolio of Investments (cont'd)

Small Company Growth Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Internet Software & Services		23.5	%
Other**		22.8
Software		9.5
Health Care Technology		9.3
Internet & Catalog Retail		8.1
Capital Markets		7.5
Specialty Retail		7.2
Hotels, Restaurants & Leisure		6.3
Professional Services		5.8
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2015.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
7

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Small Company Growth Portfolio

Statement of Assets and Liabilities	June 30, 2015 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $11,600)	$	14,990
Investment in Security of Affiliated Issuer, at Value (Cost $1,735)		1,735
Total Investments in Securities, at Value (Cost $13,335)		16,725
Foreign Currency, at Value (Cost $ —@)		—	@
Cash		25
Due from Adviser		2
Dividends Receivable		1
Interest Receivable		—	@
Receivable from Affiliate		—	@
Other Assets		7
Total Assets		16,760
Liabilities:
Collateral on Securities Loaned, at Value		1,422
Payable for Professional Fees		24
Payable for Custodian Fees		8
Payable for Portfolio Shares Redeemed		6
Payable for Distribution Fees — Class II Shares		3
Payable for Servicing Fees		3
Payable for Administration Fees		1
Payable for Transfer Agency Fees		—	@
Other Liabilities		10
Total Liabilities		1,477
NET ASSETS	$	15,283
Net Assets Consist of:
Paid-in-Capital	$	7,387
Accumulated Net Investment Loss		(51	)
Accumulated Undistributed Net Realized Gain		4,557
Unrealized Appreciation (Depreciation) on:
Investments		3,390
Foreign Currency Translations		—	@
Net Assets	$	15,283
CLASS II:
Net Asset Value, Offering and Redemption Price Per Share Applicable to 877,880 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	17.41
(1) Including:
Securities on Loan, at Value:	$	1,423

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Small Company Growth Portfolio

Statement of Operations	Six Months Ended June 30, 2015 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	24
Income from Securities Loaned — Net		22
Dividends from Security of Affiliated Issuer (Note G)		—	@
Total Investment Income		46
Expenses:
Advisory Fees (Note B)		72
Professional Fees		45
Distribution Fees — Class II Shares (Note D)		25
Administration Fees (Note C)		15
Custodian Fees (Note F)		13
Shareholder Reporting Fees		7
Pricing Fees		3
Servicing Fees (Note C)		3
Transfer Agency Fees (Note E)		1
Directors' Fees and Expenses		1
Other Expenses		4
Total Expenses		189
Waiver of Advisory Fees (Note B)		(72	)
Distribution Fees — Class II Shares Waived (Note D)		(16	)
Expenses Reimbursed by Adviser (Note B)		(5	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		96
Net Investment Loss		(50	)
Realized Gain (Loss):
Investments Sold		785
Foreign Currency Transactions		(1	)
Net Realized Gain		784
Change in Unrealized Appreciation (Depreciation):
Investments		164
Foreign Currency Translations		—	@
Net Change in Unrealized Appreciation (Depreciation)		164
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		948
Net Increase in Net Assets Resulting from Operations	$	898

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Small Company Growth Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2015 (unaudited) (000)			Year Ended December 31, 2014 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(50	)	$	(111	)
Net Realized Gain		784			3,879
Net Change in Unrealized Appreciation (Depreciation)		164			(6,851	)
Net Increase (Decrease) in Net Assets Resulting from Operations		898			(3,083	)
Distributions from and/or in Excess of:
Class II:
Net Realized Gain		—			(5,428	)
Total Distributions		—			(5,428	)
Capital Share Transactions:(1)
Class II:
Subscribed		190			1,216
Distributions Reinvested		—			5,428
Redeemed		(1,817	)		(5,496	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(1,627	)		1,148
Total Decrease in Net Assets		(729	)		(7,363	)
Net Assets:
Beginning of Period		16,012			23,375
End of Period (Including Accumulated Net Investment Loss of $(51) and $(1))	$	15,283		$	16,012
(1) Capital Share Transactions:
Class II:
Shares Subscribed		11			58
Shares Issued on Distributions Reinvested		—			326
Shares Redeemed		(107	)		(262	)
Net Increase (Decrease) in Class II Shares Outstanding		(96	)		122

The accompanying notes are an integral part of the financial statements.
10

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Financial Highlights

Small Company Growth Portfolio

	Class II
	Six Months Ended June 30, 2015			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2014			2013			2012			2011			2010
Net Asset Value, Beginning of Period	$	16.43		$	27.44		$	16.67		$	14.81		$	16.87		$	13.33
Income (Loss) from Investment Operations:
Net Investment Loss†		(0.05	)		(0.12	)		(0.15	)		(0.07	)		(0.08	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		1.03			(3.58	)		11.74			2.24			(1.30	)		3.56
Total from Investment Operations		0.98			(3.70	)		11.59			2.17			(1.38	)		3.54
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			(0.68	)		—
Net Realized Gain		—			(7.31	)		(0.82	)		(0.31	)		—			—
Total Distributions		—			(7.31	)		(0.82	)		(0.31	)		(0.68	)		—
Net Asset Value, End of Period	$	17.41		$	16.43		$	27.44		$	16.67		$	14.81		$	16.87
Total Return ++		5.96	%#		(13.86	)%		71.33	%		14.71	%		(8.71	)%		26.56	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	15,283		$	16,012		$	23,375		$	18,771		$	21,696		$	30,178
Ratio of Expenses to Average Net Assets(1)		1.25	%+*		1.24	%+		1.25	%+		1.25	%+		1.25	%+		1.25	%+
Ratio of Net Investment Loss to Average Net Assets(1)		(0.65	)%+*		(0.61	)%+		(0.70	)%+		(0.43	)%+		(0.51	)%+		(0.17	)%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.01	%		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		18	%#		50	%		46	%		22	%		26	%		25	%
(1) Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		2.43	%*		2.41	%		2.25	%		2.05	%		1.92	%		1.81	%+
Net Investment Loss to Average Net Assets		(1.83	)%*		(1.78	)%		(1.70	)%		(1.23	)%		(1.18	)%		(0.73	)%+

†  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 Loss 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."

§  Amount is less than 0.005%.

#  Not Annualized.

*  Annualized.

The accompanying notes are an integral part of the financial statements.
11

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements

The Universal Institutional Funds, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Fund is comprised of eleven separate active, diversified and non-diversified portfolios (individually referred to as a "Portfolio", collectively as the "Portfolios"). The Fund applies investment company accounting and reporting guidance.

The accompanying financial statements relate to the Small Company Growth Portfolio. The Portfolio seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of small companies. The Portfolio holds promissory notes it has made to certain investee companies for this same purpose, the details of which are disclosed in the Portfolio of Investments. The Portfolio currently offers Class II shares only; although Class I shares may be offered in the future.

The Fund is intended to be the funding vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of certain life insurance companies.

Effective at the close of business on May 30, 2014, the Portfolio suspended offering Class II shares of the Portfolio to new investors. The Portfolio will continue to offer Class II shares of the Portfolio to existing shareholders. The Portfolio may recommence offering Class II shares of the Portfolio to new investors in the future. Any such offerings of the Portfolio's Class II shares may be limited in amount and may commence and terminate without any prior notice.

A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under

which Morgan Stanley Investment Management Inc. (the "Adviser") determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which

12

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2015.

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)			Total (000)
Assets:
Common Stocks
Air Freight & Logistics	$	484	$	—	$	—		$	484
Biotechnology		581		—		—			581
Capital Markets		1,087		59		—			1,146
Chemicals		149		—		—			149
Electrical Equipment		370		—		—			370
Electronic Equipment, Instruments & Components		132		—		—			132
Health Care Equipment & Supplies		57		—		—			57
Health Care Providers & Services		221		—		—			221
Health Care Technology		1,431		—		—			1,431
Hotels, Restaurants & Leisure		967		—		—			967
Internet & Catalog Retail		1,249		—		—			1,249
Internet Software & Services		3,569		—		—			3,569
Machinery		385		—		—			385
Multi-Utilities		—		—		—	†		—	†
Pharmaceuticals		217		—		—			217
Professional Services		883		—		—			883
Semiconductors & Semiconductor Equipment		150		—		—			150

13

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)			Total (000)
Common Stocks (cont'd)
Software	$	1,455	$	—		$	—		$	1,455
Specialty Retail		1,105		—			—			1,105
Total Common Stocks		14,492		59			—	†		14,551	†
Preferred Stocks		—		—			12			12
Convertible Preferred Stock		—		—	@		—			—	@
Promissory Notes		—		—			18			18
Short-Term Investments
Investment Company		1,735		—			—			1,735
Repurchase Agreements		—		409			—			409
Total Short-Term Investments		1,735		409			—			2,144
Total Assets	$	16,227	$	468		$	30	†	$	16,725	†

@  Value is less than $500.

†  Includes one security which is valued at zero.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Portfolio recognizes transfers between the levels as of the end of the period. As of June 30, 2015, securities with a total value of approximately $436,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2014 were valued using unadjusted quoted prices at June 30, 2015. As of June 30, 2015, a security with a total value of less than $500 transferred from Level 3 to

Level 2. The security was valued using significant unobservable inputs at December 31, 2014, and was valued using other significant observable inputs at June 30, 2015.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stock (000)			Preferred Stocks (000)			Convertible Preferred Stock (000)			Promissory Notes (000)
Beginning Balance	$	—	†	$	18		$	—	@	$	18
Purchases		—			—			—			—
Sales		—			—			—			—
Amortization of discount		—			—			—			—
Transfers in		—			—			—			—
Transfers out		—			—			(—	@)		—
Corporate actions		—			—			—			—
Change in unrealized appreciation (depreciation)		—			(6	)		—	@		—
Realized gains (losses)		—			—			—			—
Ending Balance	$	—	†	$	12		$	—		$	18
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2015	$	—		$	(6	)	$	—	@	$	—

@  Value is less than $500.

†  Includes one security which was valued at zero.

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2015. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an Increase in Input
Internet Software & Services
Preferred Stock	$	11	Market Transaction Method	Precedent Transaction	$	0.99		$	0.99		$	0.99		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		16.5	%		18.5	%		17.5	%	Decrease
				Perpetual Growth Rate		2.0	%		3.0	%		2.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		1.5	x		6.3	x		3.8	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Preferred Stock - Escrow	$	1		Discount for Escrow		54.8	%		54.8	%		54.8	%	Decrease

14

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

	Fair Value at June 30, 2015 (000)		Valuation Technique	Unobservable Input	Range					Selected Value			Impact to Valuation from an Increase in Input
Internet Software & Services (cont'd)
Promissory Note	$	18	Market Transaction	Valuation at Issuance as a Percentage of Principal		100.0	%	100.0	%		100	%	Increase
				Cost of Debt		14.1	%	14.1	%		14.1	%	Decrease
				Valuation as a Percentage of Principal		87.6	%	87.6	%		87.6	%	Increase

3.  Repurchase Agreements: The Portfolio may enter into repurchase agreements under which the Portfolio lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Portfolio takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

4.  Foreign Currency Translation and Foreign Investments: The books and records of the Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

—  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

—  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at the close of the period, the Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising

from changes in the market prices of securities held at period end. Similarly, the Portfolio does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

15

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Portfolio values the foreign shares at the closing exchange price of the local shares.

5.  Securities Lending: The Portfolio lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Portfolio. The Portfolio would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned – Net" in the Portfolio's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

The Portfolio has the right under the lending agreement to recover the securities from the borrower on demand.

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2015.

Gross Amounts Not Offset in the Statement of Assets and Liabilities
Gross Asset Amounts Presented in Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	1,423	(a)	$	—	$	(1,423	)(b)(c)	$	0

(a)  Represents market value of loaned securities at period end.

(b)  The Portfolio received cash collateral of approximately $1,422,000, of which approximately $1,397,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2015, there was uninvested cash of approximately $25,000, which is not reflected in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $12,000 in the form of U.S. Government obligations, which the Portfolio cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.

(c)  The actual collateral received is greater than the amount shown here due to overcollateralization.

6.  Restricted Securities: The Portfolio invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Portfolio may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Portfolio, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Portfolio could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Portfolio would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.

7.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

8.  Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date

16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

(date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Portfolio is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Fund can be directly attributed to a particular Portfolio. Expenses which cannot be directly attributed are apportioned among the Portfolios based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.

9.  Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.

B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Portfolio with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $1 billion			Next $500 million			Over $1.5 billion
	0.92	%		0.85	%		0.80	%

For the six months ended June 30, 2015, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.00% of the Portfolio's average daily net assets.

The Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that the total annual portfolio operating expenses, excluding certain investment related expenses, taxes, interest, and other extraordinary expenses (including litigation), will not exceed 1.25% for Class II shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Portfolio's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2015, approximately $72,000 of advisory fees were waived and approximately $5,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.

C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services

pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.25% of the Portfolio's average daily net assets. Effective May 1, 2015, the administration fee was reduced to 0.08%.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Portfolio.

Effective May 1, 2015, the Fund accrues daily and pays quarterly a servicing fee of up to 0.17% of the average daily value of shares of the Portfolio held in an insurance company's account. Certain insurance companies have entered into a servicing agreement with the Fund to provide administrative and other contract-owner related services on behalf of the Portfolio.

D. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser, and an indirect subsidiary of Morgan Stanley, serves as the Distributor of the Portfolio and provides the Portfolio's Class II shareholders with distribution services pursuant to a Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act. Under the Plan, the Portfolio is authorized to pay the Distributor a distribution fee, which is accrued daily and paid monthly, at an annual rate of 0.35% of the Portfolio's average daily net assets attributable to Class II shares. The Distributor has agreed to waive 0.30% of the 0.35% distribution fee that it may receive. For the six months ended June 30, 2015, this waiver amounted to approximately $16,000. Effective May 1, 2015, the distribution fee was reduced to 0.25% and the Distributor will no longer waive a portion of the distribution fees that it may receive.

E. Dividend Disbursing and Transfer Agent: The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Portfolios of the Fund.

F. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2015, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and

17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

short-term investments, were approximately $2,712,000 and $4,572,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2015.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Portfolio are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Portfolio due to its investment in the Liquidity Funds. For the six months ended June 30, 2015, advisory fees paid were reduced by less than $500 relating to the Portfolio's investment in the Liquidity Funds.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2015 is as follows:

Value December 31, 2014 (000)		Purchases at Cost (000)		Sales (000)		Dividend Income (000)			Value June 30, 2015 (000)
$	1,229	$	4,117	$	3,611	$	—	@	$	1,735

@  Amount is less than $500.

The Portfolio has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Portfolio.

H. Federal Income Taxes: It is the Portfolio's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes – Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Portfolio recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Portfolio files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2014, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 Distributions Paid From:				2013 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	179	$	5,249	$	24	$	785

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2014:

Accumulated Net Investment Loss (000)		Accumulated Undistributed Net Realized Gain (000)			Paid-in- Capital (000)
$	111	$	—	@	$	(111	)

@  Amount is less than $500.

At December 31, 2014, the components of distributable earnings for the Portfolio on a tax basis were as follows:

Undistributed Ordinary Income (000)		Undistributed Long-Term Capital Gain (000)
$	—	$	3,842

18

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015 (unaudited)

Notes to Financial Statements (cont'd)

At June 30, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $4,109,000 and the aggregate gross unrealized depreciation is approximately $719,000 resulting in net unrealized appreciation of approximately $3,390,000.

I. Other: At June 30, 2015, the Portfolio had otherwise unaffiliated record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Portfolio. The aggregate percentage of such owners was 91.0% for Class II shares.

19

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The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2015

Director and Officer Information

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

Nancy C. Everett

Jakki L. Haussler

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Adviser and Administrator

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Distributor

Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036

Dividend Disbursing and Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Officers

Michael E. Nugent
Chairperson of the Board and Director

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Mary E. Mullin
Secretary

Francis J. Smith
Treasurer and Principal Financial Officer

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1 (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov) or by writing the Public Reference Room of the SEC, Washington, DC 20549-0102.

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Portfolio. For more detailed information about the Portfolio, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Portfolio, including its Directors. It is available, without charge, by calling 1 (800) 548-7786.

This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

UIFSCGSAN
1257551 Exp. 08.31.16

Item 2.  Code of Ethics.

Not applicable for semiannual reports.

Item 3.  Audit Committee Financial Expert.

Not applicable for semiannual reports.

Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.

Item 6.

(a) Refer to Item 1.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semiannual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to annual reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

(a)  The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a) Code of Ethics — Not applicable for semiannual reports.

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Universal Institutional Funds, Inc.

/s/ John H. Gernon

John H. Gernon

Principal Executive Officer

August 19, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ John H. Gernon

John H. Gernon

Principal Executive Officer

August 19, 2015

/s/ Francis Smith

Francis Smith

Principal Financial Officer

August 19, 2015