Morgan Stanley Variable Insurance Fund NCSRS Certified semi-annual shareholder report (management investment company)

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, 2016

Item 1 - Report to Shareholders

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		12
Statement of Operations		13
Statements of Changes in Net Assets		14
Financial Highlights		15
Notes to Financial Statements		17
Investment Advisory Agreement Approval		28
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 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 1/1/16		Actual Ending Account Value 6/30/16		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	$	1,057.10	$	1,021.43	$	3.53	$	3.47		0.69	%
Core Plus Fixed Income Portfolio Class II		1,000.00		1,055.60		1,020.19		4.80		4.72		0.94

* 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 182/366 (to reflect the most recent one-half year period).

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Fixed Income Securities (96.2%)
Agency Adjustable Rate Mortgages (0.5%)
Federal Home Loan Mortgage Corporation, Conventional Pool
2.54%, 7/1/45	$	597	$	616
Federal National Mortgage Association, Conventional Pool
2.40%, 12/1/45		237		244
				860
Agency Fixed Rate Mortgages (21.4%)
Federal Home Loan Mortgage Corporation, August TBA:
3.00%, 8/1/46 (a)		2,850		2,949
Gold Pools: 3.50%, 1/1/44 - 2/1/45		2,407		2,557
4.00%, 12/1/41 - 10/1/44		1,747		1,873
5.41%, 7/1/37 - 8/1/37		34		38
5.44%, 1/1/37 - 6/1/38		122		136
5.46%, 5/1/37 - 4/1/38		127		142
5.48%, 8/1/37 - 10/1/37		123		136
5.50%, 8/1/37 - 4/1/38		147		164
5.52%, 9/1/37 - 1/1/38		29		31
5.62%, 12/1/36 - 12/1/37		93		104
6.00%, 8/1/37 - 5/1/38		130		149
6.50%, 9/1/32		27		31
7.50%, 5/1/35		62		79
8.00%, 8/1/32		40		51
8.50%, 8/1/31		51		66
July TBA: 4.00%, 7/1/46 (a)		2,364		2,530
Federal National Mortgage Association, Conventional Pools:
3.00%, 5/1/30 - 4/1/45		1,812		1,889
3.50%, 4/1/29 - 8/1/45		1,341		1,427
4.00%, 11/1/41 - 1/1/46		4,533		4,854
4.50%, 8/1/40 - 11/1/44		2,363		2,611
5.00%, 7/1/40		222		247
5.62%, 12/1/36		35		38
6.00%, 12/1/38		637		729
6.50%, 11/1/27 - 10/1/38		62		70
7.00%, 6/1/29 - 2/1/33		47		48
7.50%, 8/1/37		112		138
8.00%, 4/1/33		88		111
8.50%, 10/1/32		81		105
9.50%, 4/1/30		16		19
July TBA: 2.50%, 7/1/31 (a)		590		610
3.00%, 7/1/31 (a)		835		875
3.50%, 7/1/31 (a)		5,217		5,505
Government National Mortgage Association, July TBA:
3.50%, 7/20/46 (a)		8,758		9,296
Various Pools: 3.50%, 12/15/43		713		764
4.00%, 7/15/44		693		752

	Face Amount (000)		Value (000)
5.48%, 9/20/37	$	9	$	10
9.00%, 1/15/25		2		2
				41,136
Asset-Backed Securities (6.4%)
American Homes 4 Rent, 6.07%, 10/17/45 (b)		490		524
CAM Mortgage LLC, 3.50%, 7/15/64 (b)		246		247
CVS Pass-Through Trust, 6.04%, 12/10/28		258		294
8.35%, 7/10/31 (b)		169		221
Invitation Homes Trust, 4.45%, 9/17/31 (b)(c)		1,000		975
5.20%, 8/17/32 (b)(c)		945		939
Nationstar HECM Loan Trust, 3.84%, 5/25/18 (b)		609		610
4.11%, 11/25/25 (b)		614		617
4.36%, 2/25/26 (b)		700		703
6.54%, 6/25/26 (b)		450		450
NovaStar Mortgage Funding Trust, 0.98%, 12/25/33 (c)		642		612
NRZ Advance Receivables Trust Advance Receivables Backed, 2.75%, 6/15/49 (b)		1,000		1,005
OnDeck Asset Securitization Trust II LLC, 4.21%, 5/17/20 (b)		500		500
RMAT LLC, 4.83%, 6/25/35 (b)		736		723
Silver Bay Realty Trust, 4.00%, 9/17/31 (b)(c)		700		664
Skopos Auto Receivables Trust, 3.10%, 12/15/23 (b)		164		163
3.55%, 2/15/20 (b)		136		136
Specialty Underwriting & Residential Finance Trust, 0.99%, 5/25/35 (c)		64		55
U-Haul S Fleet LLC, 4.90%, 10/25/23 (b)		349		355
VOLT NPL X LLC, 4.75%, 10/26/54 (b)		493		478
VOLT XIX LLC, 5.00%, 4/25/55 (b)		300		290
VOLT XXII LLC, 4.25%, 2/25/55 (b)		299		287
VOLT XXX LLC, 4.75%, 10/25/57 (b)		399		386
VOLT XXXI LLC, 4.50%, 2/25/55 (b)		399		385
VOLT XXXIII LLC, 4.25%, 3/25/55 (b)		694		665
				12,284
Collateralized Mortgage Obligations — Agency Collateral Series (2.4%)
Federal Home Loan Mortgage Corporation, 3.72%, 6/25/48 (b)(c)		468		387
4.09%, 10/25/48 (b)(c)		750		629

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Collateralized Mortgage Obligations — Agency Collateral Series (cont'd)
IO REMIC 5.56%, 11/15/43 - 6/15/44 (c)	$	4,071	$	748
5.61%, 4/15/39 (c)		1,316		135
IO STRIPS 7.50%, 12/1/29		7		2
Federal National Mortgage Association, IO 5.94%, 9/25/20 (c)		3,402		553
IO REMIC 6.00%, 5/25/33 - 7/25/33		271		65
IO STRIPS 6.50%, 12/25/29 (c)		4		—	@
7.00%, 11/25/19 (c)		2		—	@
8.00%, 4/25/24		4		1
8.00%, 6/25/35 (c)		34		8
9.00%, 11/25/26		2		1
REMIC 7.00%, 9/25/32		54		63
8.69%, 10/25/41 (d)		24		24
Government National Mortgage Association, IO 0.82%, 8/20/58 (c)		6,850		238
3.50%, 5/20/43		1,567		296
5.00%, 2/16/41		193		34
5.61%, 11/16/40 (c)		1,614		333
5.66%, 7/16/33 (c)		2,713		228
5.78%, 3/20/43 (c)		1,595		251
6.05%, 5/20/40 (c)		1,908		318
IO PAC 5.70%, 10/20/41 (c)		3,468		357
				4,671
Commercial Mortgage-Backed Securities (7.2%)
Citigroup Commercial Mortgage Trust, 3.39%, 9/15/27 (b)(c)		800		726
IO 1.06%, 11/10/48 (c)		2,744		157
1.13%, 9/10/58 (c)		9,566		639
COMM Mortgage Trust, 4.91%, 12/10/23 (b)(c)		985		911
5.07%, 4/10/47 (b)(c)		797		665
5.21%, 8/10/46 (b)(c)		740		661
IO 0.37%, 7/10/45 (c)		12,126		102
1.15%, 10/10/47 (c)		4,210		202
1.43%, 7/15/47 (c)		3,873		244
Commercial Mortgage Trust, 5.48%, 3/10/39		400		407
CSMC Trust, 4.59%, 3/15/17 (b)(c)		200		195
GS Mortgage Securities Trust, 4.93%, 8/10/46 (b)(c)		500		459
IO 1.01%, 9/10/47 (c)		5,336		267
1.53%, 10/10/48 (c)		5,281		475

	Face Amount (000)		Value (000)
HILT Mortgage Trust, 4.19%, 7/15/29 (b)(c)	$	600	$	521
JP Morgan Chase Commercial Mortgage Securities Trust, 4.72%, 7/15/47 (b)(c)		1,030		793
5.46%, 12/12/43		600		586
IO 0.72%, 4/15/46 (c)		6,000		199
1.30%, 7/15/47 (c)		9,615		505
JPMBB Commercial Mortgage Securities Trust, 4.83%, 4/15/47 (b)(c)		704		574
IO 1.26%, 8/15/47 (c)		4,194		274
LB-UBS Commercial Mortgage Trust, 6.45%, 9/15/45 (c)		500		501
Wells Fargo Commercial Mortgage Trust, 3.94%, 8/15/50 (b)		870		691
4.65%, 9/15/58 (b)(c)		456		352
WF-RBS Commercial Mortgage Trust, 3.43%, 6/15/45		677		732
3.80%, 11/15/47 (b)(c)		925		652
3.99%, 5/15/47 (b)		526		388
4.27%, 5/15/45 (b)(c)		385		337
5.15%, 9/15/46 (b)(c)		735		692
				13,907
Corporate Bonds (34.4%)
Finance (14.9%)
ABN Amro Bank N.V. 4.25%, 2/2/17 (b)		475		484
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust 3.75%, 5/15/19		360		364
Alexandria Real Estate Equities, Inc. 3.95%, 1/15/27		175		181
Ally Financial, Inc., 3.25%, 2/13/18		10		10
4.25%, 4/15/21		350		350
American Campus Communities Operating Partnership LP 3.75%, 4/15/23		200		207
American International Group, Inc. 4.88%, 6/1/22		275		307
AvalonBay Communities, Inc., Series G 2.95%, 5/11/26		375		377
Banco de Credito del Peru 6.13%, 4/24/27 (b)(c)		300		330
Bank of America Corp., 6.11%, 1/29/37		100		119
MTN 4.00%, 1/22/25		960		980
4.20%, 8/26/24		125		129
5.00%, 1/21/44		200		232
Bank of New York Mellon Corp. (The), MTN 3.65%, 2/4/24		350		383

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Finance (cont'd)
BNP Paribas SA, 4.38%, 5/12/26 (b)	$	200	$	203
5.00%, 1/15/21		150		169
Boston Properties LP 3.80%, 2/1/24		145		156
BPCE SA 5.15%, 7/21/24 (b)		550		573
Brookfield Asset Management, Inc. 5.80%, 4/25/17		135		139
Capital One Bank, USA NA 3.38%, 2/15/23		510		522
Capital One Financial Corp. 2.45%, 4/24/19		125		127
Citigroup, Inc., 4.45%, 9/29/27		175		181
5.50%, 9/13/25		550		618
6.68%, 9/13/43		100		129
Citizens Bank NA, MTN 2.55%, 5/13/21		250		253
CNOOC Finance 2013 Ltd. 3.00%, 5/9/23		420		418
Commonwealth Bank of Australia 5.00%, 3/19/20 (b)(e)		250		279
Cooperatieve Rabobank UA, 3.88%, 2/8/22		25		27
3.95%, 11/9/22		625		647
Credit Agricole SA, 3.88%, 4/15/24 (b)(e)		500		542
7.88%, 1/23/24 (b)(c)(f)		200		192
Credit Suisse AG, 6.00%, 2/15/18		5		5
6.50%, 8/8/23 (b)		350		368
Discover Bank 7.00%, 4/15/20		320		365
Discover Financial Services 3.95%, 11/6/24		275		282
Extra Space Storage LP 3.13%, 10/1/35 (b)(e)		250		286
Five Corners Funding Trust 4.42%, 11/15/23 (b)		275		297
GE Capital International Funding Co., 2.34%, 11/15/20 (b)		993		1,024
4.42%, 11/15/35 (b)		200		225
Goldman Sachs Group, Inc. (The), 6.75%, 10/1/37		435		538
MTN 4.80%, 7/8/44		175		194
Goodman Funding Pty Ltd. 6.38%, 4/15/21 (b)		425		498
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20		365		412
HBOS PLC, Series G 6.75%, 5/21/18 (b)		565		607
Healthcare Trust of America Holdings LP 3.70%, 4/15/23		325		334

	Face Amount (000)		Value (000)
HSBC Finance Corp. 6.68%, 1/15/21	$	425	$	477
HSBC Holdings PLC, 4.25%, 3/14/24		550		557
6.38%, 9/17/24 (c)(e)(f)		200		189
HSBC USA, Inc. 3.50%, 6/23/24		250		257
ING Bank N.V. 5.80%, 9/25/23 (b)		320		352
ING Groep N.V. 6.00%, 4/16/20 (c)(e)(f)		200		188
Intesa Sanpaolo SpA 5.25%, 1/12/24		300		320
Jefferies Finance LLC/JFIN Co-Issuer Corp. 7.38%, 4/1/20 (b)		495		461
JPMorgan Chase & Co., 3.13%, 1/23/25		875		896
3.20%, 1/25/23		285		296
4.13%, 12/15/26		300		319
LeasePlan Corp. N.V. 2.88%, 1/22/19 (b)		475		476
Liberty Mutual Group, Inc. 4.85%, 8/1/44 (b)		125		128
Macquarie Bank Ltd. 6.63%, 4/7/21 (b)(e)		260		301
Nationwide Building Society, 3.90%, 7/21/25 (b)		200		214
6.25%, 2/25/20 (b)		545		625
PNC Financial Services Group, Inc. (The) 3.90%, 4/29/24		190		204
Principal Financial Group, Inc. 1.85%, 11/15/17		450		453
Prudential Financial, Inc., MTN 6.63%, 12/1/37		165		213
Realty Income Corp. 3.25%, 10/15/22		350		359
Santander UK Group Holdings PLC, 2.88%, 10/16/20		375		373
3.13%, 1/8/21		325		326
Skandinaviska Enskilda Banken AB 2.63%, 11/17/20 (b)		500		516
Standard Chartered PLC, 3.05%, 1/15/21 (b)(e)		375		380
3.95%, 1/11/23 (b)(e)		235		228
Swedbank AB 2.38%, 2/27/19 (b)		270		276
TD Ameritrade Holding Corp. 3.63%, 4/1/25		475		509
Travelers Cos., Inc. (The) 3.75%, 5/15/46		200		210
UBS Group Funding Co. 2.95%, 9/24/20 (b)		525		534
UnitedHealth Group, Inc., 2.88%, 3/15/23		750		781
3.75%, 7/15/25		300		330
Visa, Inc. 3.15%, 12/14/25		550		589

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Finance (cont'd)
WEA Finance LLC/Westfield UK & Europe Finance PLC 3.25%, 10/5/20 (b)	$	450	$	469
Wells Fargo & Co., 4.13%, 8/15/23		170		183
5.61%, 1/15/44		250		300
Series M 3.45%, 2/13/23		245		254
				28,606
Industrials (18.3%)
21st Century Fox America, Inc. 4.75%, 9/15/44		275		306
AbbVie, Inc. 3.20%, 5/14/26		325		330
Actavis Funding SCS, 3.80%, 3/15/25		95		99
4.75%, 3/15/45		215		227
Albea Beauty Holdings SA 8.38%, 11/1/19 (b)		400		422
Altria Group, Inc., 2.85%, 8/9/22		25		26
5.38%, 1/31/44		260		335
Amazon.com, Inc. 3.80%, 12/5/24		475		533
Anadarko Petroleum Corp., 5.55%, 3/15/26 (e)		375		415
6.45%, 9/15/36		225		260
Anheuser-Busch InBev Finance, Inc., 3.70%, 2/1/24		425		459
4.90%, 2/1/46		425		500
Apple, Inc., 2.40%, 5/3/23		265		270
4.45%, 5/6/44		250		274
Aramark Services, Inc. 4.75%, 6/1/26 (b)		375		368
AT&T, Inc., 5.15%, 3/15/42		50		54
5.55%, 8/15/41		550		618
5.65%, 2/15/47		100		115
6.30%, 1/15/38		80		97
Baidu, Inc. 2.75%, 6/9/19		450		458
Barrick Gold Corp. 4.10%, 5/1/23 (e)		235		248
Baxalta, Inc. 4.00%, 6/23/25		600		627
BHP Billiton Finance USA Ltd. 5.00%, 9/30/43		150		175
Boston Scientific Corp. 3.85%, 5/15/25		425		450
BP Capital Markets PLC, 3.12%, 5/4/26		375		384
3.25%, 5/6/22		425		446
CBS Corp. 4.60%, 1/15/45		175		174

	Face Amount (000)		Value (000)
Celgene Corp. 3.88%, 8/15/25 (e)	$	625	$	668
CEVA Group PLC 7.00%, 3/1/21 (b)		335		290
Charter Communications Operating LLC/ Charter Communications Operating Capital, 4.91%, 7/23/25 (b)		550		602
6.48%, 10/23/45 (b)		300		360
Citrix Systems, Inc. 0.50%, 4/15/19		200		224
CNH Industrial Capital LLC 4.38%, 11/6/20 (e)		300		304
Comcast Corp. 4.60%, 8/15/45		210		242
Continental Airlines Pass-Thru Certificates 6.13%, 4/29/18		150		158
Crown Castle International Corp. 5.25%, 1/15/23		5		6
Daimler Finance North America LLC 2.25%, 7/31/19 (b)		465		477
DCP Midstream LLC 5.35%, 3/15/20 (b)		169		166
Eldorado Gold Corp. 6.13%, 12/15/20 (b)		295		296
Ensco PLC 5.75%, 10/1/44		200		120
Experian Finance PLC 2.38%, 6/15/17 (b)		495		498
Express Scripts Holding Co. 4.50%, 2/25/26		275		303
Exxon Mobil Corp. 4.11%, 3/1/46		325		368
Ford Motor Credit Co., LLC, 3.20%, 1/15/21		200		206
5.00%, 5/15/18		400		424
General Motors Co. 6.60%, 4/1/36		475		546
General Motors Financial Co., Inc. 4.38%, 9/25/21		175		185
Gilead Sciences, Inc. 4.80%, 4/1/44		200		226
GlaxoSmithKline Capital, Inc. 6.38%, 5/15/38		125		179
Goldcorp, Inc. 3.70%, 3/15/23		436		444
Harley-Davidson Funding Corp. 6.80%, 6/15/18 (b)		290		320
HCA, Inc. 4.75%, 5/1/23		465		478
Heathrow Funding Ltd. 4.88%, 7/15/21 (b)		435		480
Hilcorp Energy I LP/Hilcorp Finance Co. 5.75%, 10/1/25 (b)		290		278
Home Depot, Inc. 5.88%, 12/16/36		300		411
Illumina, Inc. 0.00%, 6/15/19		332		325

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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	$	125	$	131
2.95%, 12/15/35 (Convertible)		313		406
International Business Machines Corp. 1.88%, 5/15/19		450		459
Kinder Morgan, Inc., 4.30%, 6/1/25 (e)		275		282
5.63%, 11/15/23 (b)		250		268
Kraft Heinz Foods Co., 4.38%, 6/1/46 (b)		325		345
5.38%, 2/10/20		26		29
Lockheed Martin Corp. 3.10%, 1/15/23		275		290
LVMH Moet Hennessy Louis Vuitton SE 1.63%, 6/29/17 (b)		75		75
LyondellBasell Industries N.V. 4.63%, 2/26/55		300		294
Mallinckrodt International Finance SA/ Mallinckrodt CB LLC 5.50%, 4/15/25 (b)		500		449
MasTec, Inc. 4.88%, 3/15/23		465		434
McDonald's Corp., MTN 4.60%, 5/26/45		300		336
Medtronic, Inc. 4.63%, 3/15/45		200		236
Microsoft Corp. 4.45%, 11/3/45		200		226
Motorola Solutions, Inc. 4.00%, 9/1/24 (e)		200		196
NBC Universal Media LLC, 2.88%, 1/15/23		175		184
5.95%, 4/1/41		150		202
NBCUniversal Enterprise, Inc. 1.97%, 4/15/19 (b)		100		102
NetApp, Inc. 2.00%, 12/15/17		150		151
Netflix, Inc. 5.50%, 2/15/22		480		503
Noble Energy, Inc., 3.90%, 11/15/24		225		229
5.05%, 11/15/44 (e)		200		202
NOVA Chemicals Corp. 5.25%, 8/1/23 (b)		415		419
Novartis Capital Corp. 4.40%, 5/6/44		225		272
Nuance Communications, Inc. 2.75%, 11/1/31		253		256
Numericable-SFR SA 7.38%, 5/1/26 (b)		200		198
Occidental Petroleum Corp. 4.40%, 4/15/46		200		222
Omnicom Group, Inc. 3.65%, 11/1/24		215		227

	Face Amount (000)		Value (000)
ON Semiconductor Corp., Series B 2.63%, 12/15/26	$	227	$	237
Ooredoo International Finance Ltd. 3.25%, 2/21/23 (b)		350		354
Oracle Corp. 2.95%, 5/15/25		201		209
PepsiCo, Inc. 3.60%, 3/1/24		425		467
Philip Morris International, Inc. 2.50%, 8/22/22		365		375
Phillips 66 Partners LP 4.68%, 2/15/45		150		139
Priceline Group, Inc. (The) 0.90%, 9/15/21		275		279
QVC, Inc. 4.38%, 3/15/23		325		328
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)		84		86
Rowan Cos., Inc. 5.85%, 1/15/44		150		101
Schlumberger Norge AS 1.25%, 8/1/17 (b)		225		225
Shell International Finance BV 3.25%, 5/11/25		400		420
SK Telecom Co., Ltd. 2.13%, 5/1/18 (b)		200		202
Southern Copper Corp. 5.25%, 11/8/42		350		312
Spectra Energy Capital LLC 3.30%, 3/15/23		450		433
Telstra Corp., Ltd. 3.13%, 4/7/25 (b)(e)		240		251
Total Capital International SA 2.88%, 2/17/22		50		52
Tyco International Finance SA 3.90%, 2/14/26		350		378
Tyson Foods, Inc. 4.88%, 8/15/34		250		280
United Airlines Pass-Through Trust, Series A 4.00%, 4/11/26		566		597
United Technologies Corp. 4.50%, 6/1/42		100		115
Verizon Communications, Inc. 4.67%, 3/15/55		777		789
Volkswagen Group of America Finance LLC 2.40%, 5/22/20 (b)		525		528
Wal-Mart Stores, Inc. 5.25%, 9/1/35		435		573
Whole Foods Market, Inc. 5.20%, 12/3/25 (b)		505		545
Williams Partners LP/ACMP Finance Corp. 4.88%, 5/15/23		200		194

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Industrials (cont'd)
Yahoo!, Inc. 0.00%, 12/1/18	$	275	$	274
ZF North America Capital, Inc. 4.50%, 4/29/22 (b)		475		483
Zimmer Biomet Holdings, Inc. 5.75%, 11/30/39		190		226
				35,329
Utilities (1.2%)
Boston Gas Co. 4.49%, 2/15/42 (b)		275		299
Cleco Corporate Holdings LLC 3.74%, 5/1/26 (b)		225		232
CMS Energy Corp. 5.05%, 3/15/22		50		57
Enable Midstream Partners LP 3.90%, 5/15/24		250		223
Entergy Louisiana LLC 3.05%, 6/1/31		400		411
Exelon Generation Co., LLC 6.25%, 10/1/39		375		413
Jersey Central Power & Light Co. 4.70%, 4/1/24 (b)		575		631
TransAlta Corp. 4.50%, 11/15/22		50		46
				2,312
				66,247
Mortgages — Other (8.5%)
Alternative Loan Trust, 0.63%, 5/25/47 (c)		195		156
5.50%, 2/25/36 - 5/25/36		86		73
6.00%, 4/25/36 - 7/25/37		177		137
PAC 5.50%, 2/25/36		6		5
6.00%, 4/25/36		24		19
Banc of America Alternative Loan Trust, 1.10%, 7/25/46 (c)		305		213
5.50%, 10/25/35		1,372		1,244
5.86%, 10/25/36		475		299
6.00%, 4/25/36		204		207
Banc of America Funding Trust, 5.25%, 7/25/37		425		430
6.00%, 7/25/37		36		26
ChaseFlex Trust, 6.00%, 2/25/37		593		408
Credit Suisse First Boston Mortgage Securities Corp., 6.50%, 11/25/35		963		419
Fannie Mae Connecticut Avenue Securities, 4.45%, 5/25/25 (c)		671		672
5.35%, 11/25/24 (c)		698		713
5.45%, 7/25/25 (c)		500		504
First Horizon Alternative Mortgage Securities Trust, 6.00%, 8/25/36		18		15
6.25%, 8/25/36		269		215

	Face Amount (000)		Value (000)
Freddie Mac Structured Agency Credit Risk Debt Notes, 3.75%, 10/25/27 (c)	$	400	$	400
4.20%, 9/25/24 (c)		600		577
4.45%, 8/25/24 (c)		306		305
4.70%, 11/25/23 (c)		700		702
5.00%, 10/25/24 (c)		901		919
Freddie Mac Whole Loan Securities Trust, 3.00%, 9/25/45		811		829
3.50%, 5/25/45 - 9/25/45		1,256		1,301
3.87%, 5/25/45 (b)(c)		249		220
4.00%, 5/25/45		154		161
Grifonas Finance PLC, 0.15%, 8/28/39 (c)	EUR	571		441
GSR Mortgage Loan Trust, 5.75%, 1/25/37	$	325		310
HarborView Mortgage Loan Trust, 0.64%, 1/19/38 (c)		255		214
IM Pastor 3 FTH, 0.00%, 3/22/43 (c)	EUR	682		566
Impac CMB Trust, 1.19%, 4/25/35 (c)	$	251		197
JP Morgan Alternative Loan Trust, 6.00%, 12/25/35 - 8/25/36		251		239
JP Morgan Mortgage Trust, 3.46%, 6/25/37 (c)		123		114
6.00%, 6/25/37		108		104
Lehman Mortgage Trust, 5.50%, 11/25/35 - 2/25/36		558		525
6.50%, 9/25/37		1,422		1,081
Paragon Mortgages No. 13 PLC, 0.99%, 1/15/39 (c)	GBP	300		305
RALI Trust, 5.50%, 12/25/34	$	857		842
6.00%, 4/25/36 - 1/25/37		367		296
PAC 6.00%, 4/25/36		27		23
Residential Asset Securitization Trust, 6.00%, 7/25/36		41		35
				16,461
Municipal Bonds (1.1%)
City of Chicago, IL, O'Hare International Airport Revenue 6.40%, 1/1/40		115		164
City of New York, NY, Series G-1 5.97%, 3/1/36		245		335
Illinois State Toll Highway Authority, Highway Revenue, Build America Bonds 6.18%, 1/1/34		705		951
Municipal Electric Authority of Georgia 6.66%, 4/1/57		435		567
				2,017
Sovereign (8.9%)
Brazil Letras do Tesouro Nacional, 0.00%, 1/1/19	BRL	11,000		2,561

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

	Face Amount (000)		Value (000)
Sovereign (cont'd)
Cyprus Government International Bond, 3.88%, 5/6/22	EUR	1,485	$	1,692
Guatemala Government Bond, 4.50%, 5/3/26 (b)	$	400		407
Hungary Government International Bond, 5.75%, 11/22/23		1,306		1,489
Indonesia Government International Bond, 5.88%, 1/15/24		1,325		1,537
Italy Buoni Poliennali Del Tesoro, 1.50%, 6/1/25	EUR	1,000		1,142
Mexico Government International Bond, 3.60%, 1/30/25	$	500		524
New Zealand Government Bond, 5.50%, 4/15/23	NZD	1,900		1,650
Peruvian Government International Bond, 7.35%, 7/21/25 (e)	$	1,260		1,717
8.75%, 11/21/33		16		25
Petroleos de Venezuela SA, 6.00%, 11/15/26		550		193
Petroleos Mexicanos, 6.38%, 1/23/45		230		232
6.88%, 8/4/26 (b)		140		157
Poland Government Bond, 2.50%, 7/25/26	PLN	4,598		1,127
Provincia de Cordoba, 7.13%, 6/10/21 (b)	$	200		201
Romania Government Bond, 4.75%, 2/24/25	RON	4,645		1,257
South Africa Government Bond, 8.00%, 1/31/30	ZAR	20,656		1,273
				17,184
U.S. Agency Security (1.7%)
Federal Home Loan Mortgage Corporation 1.25%, 10/2/19		3,200		3,239
U.S. Treasury Securities (3.7%)
U.S. Treasury Inflation Indexed Bond 0.25%, 1/15/25		5,578		5,668
U.S. Treasury Note 1.50%, 5/31/19		1,350		1,381
				7,049
Total Fixed Income Securities (Cost $180,681)				185,055
	Shares
Short-Term Investments (15.9%)
Securities held as Collateral on Loaned Securities (1.6%)
Investment Company (1.6%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note H) (Cost $3,128)		3,128,113		3,128
Investment Company (13.6%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note H) (Cost $26,263)		26,263,393		26,263

	Face Amount (000)		Value (000)
U.S. Treasury Security (0.7%)
U.S. Treasury Bill 0.34%, 10/20/16 (l) (Cost $1,423)	$	1,424	$	1,423
Total Short-Term Investments (Cost $30,814)				30,814
Total Investments (112.1%) (Cost $211,495) Including $6,260 of Securities Loaned (m)(n)				215,869
Liabilities in Excess of Other Assets (-12.1%)				(23,256	)
Net Assets (100.0%)			$	192,613

(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, 2016.

(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, 2016.

(e) All or a portion of this security was on loan at June 30, 2016.

(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, 2016.

(g) Issuer in bankruptcy.

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

(i) Security has been deemed illiquid at June 30, 2016.

(j) Acquired through exchange offer.

(k) At June 30, 2016, 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, 2016.

(m) 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.

(n) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $6,679,000 and the aggregate gross unrealized depreciation is approximately $2,305,000 resulting in net unrealized appreciation of approximately $4,374,000.

@ Amount is less than $500.

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.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

Foreign Currency Forward Exchange Contracts:

The Portfolio had the following foreign currency forward exchange contracts open at June 30, 2016:

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
Australia and New Zealand Banking Group	EUR	819	$	934	7/8/16	$	25
Australia and New Zealand Banking Group	MXN	17,426	$	917	7/8/16		(35	)
Australia and New Zealand Banking Group	$	974	NZD	1,367	7/8/16		2
Australia and New Zealand Banking Group	$	783	NZD	1,118	7/8/16		15
Australia and New Zealand Banking Group	$	1,053	PLN	4,164	7/8/16		2
HSBC Bank PLC	BRL	7,704	$	2,110	7/8/16		(287	)
HSBC Bank PLC	EUR	16	$	18	7/8/16		—	@
HSBC Bank PLC	MXN	12,853	$	696	7/8/16		(7	)
HSBC Bank PLC	NOK	9	$	1	7/8/16		—	@
HSBC Bank PLC	RON	4,934	$	1,219	7/8/16		9
HSBC Bank PLC	SEK	9	$	1	7/8/16		—	@
HSBC Bank PLC	$	9	CAD	11	7/8/16		—	@
HSBC Bank PLC	$	19	EUR	17	7/8/16		(—	@)
HSBC Bank PLC	$	14	HUF	3,850	7/8/16		(—	@)
HSBC Bank PLC	$	1,530	MXN	29,031	7/8/16		57
HSBC Bank PLC	$	924	RUB	61,870	7/8/16		42
HSBC Bank PLC	$	1,265	ZAR	19,810	7/8/16		79
HSBC Bank PLC	ZAR	19,810	$	1,253	7/8/16		(91	)
JPMorgan Chase Bank NA	PLN	4,201	$	1,097	7/8/16		32
JPMorgan Chase Bank NA	PLN	123	$	31	7/8/16		(—	@)
JPMorgan Chase Bank NA	TRY	60	$	20	7/8/16		(1	)
JPMorgan Chase Bank NA	$	10	CHF	10	7/8/16		—	@
UBS AG	EUR	1,012	$	1,129	7/8/16		6
UBS AG	EUR	2,450	$	2,732	7/8/16		13
UBS AG	EUR	825	$	935	7/8/16		20
UBS AG	GBP	238	$	348	7/8/16		32
UBS AG	JPY	1,207	$	11	7/8/16		(1	)
UBS AG	NZD	2,700	EUR	1,623	7/8/16		(127	)
UBS AG	NZD	2,098	$	1,405	7/8/16		(92	)
UBS AG	PLN	4,508	$	1,124	7/8/16		(18	)
UBS AG	$	5	AUD	7	7/8/16		—	@
UBS AG	$	62	MXN	1,163	7/8/16		2
UBS AG	ZAR	19,025	$	1,256	7/8/16		(35	)
						$	(358	)

Futures Contracts:

The Portfolio had the following futures contracts open at June 30, 2016:

	Number of Contracts		Value (000)			Expiration Date	Unrealized Appreciation (Depreciation) (000)
Long:
U.S. Treasury 2 yr. Note		114	$	25,003		Sep-16	$	160
U.S. Treasury 5 yr. Note		89		10,873		Sep-16		160
U.S. Treasury Long Bond		13		2,240		Sep-16		122
U.S. Treasury Ultra Bond		59		10,996		Sep-16		711
Short:
German Euro Bund		12		(2,225	)	Sep-16		(18	)
U.S. Treasury Ultra Long Bond		92		(13,402	)	Sep-16		(488	)
							$	647

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Core Plus Fixed Income Portfolio

Credit Default Swap Agreements:

The Portfolio had the following credit default swap agreements open at June 30, 2016:

Swap Counterparty and Reference Obligation	Buy/Sell Protection	Notional Amount (000)		Pay/Receive Fixed Rate			Termination Date	Upfront Payment Paid (Received) (000)			Unrealized Depreciation (000)			Value (000)			Credit Rating of Reference Obligation†
Barclays Bank PLC Quest Diagnostics, Inc.	Buy	$	895		1.00	%	3/20/19	$	17		$	(35	)	$	(18	)	BBB+
Deutsche Bank AG CMBX.NA.BB.60	Sell		500		5.00		5/11/63		3			(72	)		(69	)	NR
Goldman Sachs International CMBX.NA.BB.60	Sell		395		5.00		5/11/63		(—	@)		(53	)		(53	)	NR
		$	1,790					$	20		$	(160	)	$	(140	)

@ Value is less than $500.

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

NR Not rated.

AUD — Australian Dollar

BRL — Brazilian Real

CAD — Canadian Dollar

CHF — Swiss Franc

EUR — Euro

GBP — British Pound

HUF — Hungarian Forint

JPY — Japanese Yen

MXN — Mexican Peso

NOK — Norwegian Krone

NZD — New Zealand Dollar

PLN — Polish Zloty

RON — Romanian New Leu

RUB — Russian Ruble

SEK — Swedish Krona

TRY — Turkish Lira

ZAR — South African Rand

Portfolio Composition*

Classification	Percentage of Total Investments
Agency Fixed Rate Mortgages		19.3	%
Industrials		16.6
Finance		13.5
Short-Term Investments		13.0
Other**		9.5
Sovereign		8.1
Mortgages — Other		7.7
Commercial Mortgage-Backed Securities		6.5
Asset-Backed Securities		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, 2016.

** 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 $64,739,000 with net unrealized appreciation of approximately $647,000. Does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately $358,000 and does not include open swap agreements with total unrealized depreciation of approximately $160,000.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Core Plus Fixed Income Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $182,104)	$	186,478
Investment in Security of Affiliated Issuer, at Value (Cost $29,391)		29,391
Total Investments in Securities, at Value (Cost $211,495)		215,869
Foreign Currency, at Value (Cost $—@)		—	@
Receivable for Investments Sold		11,525
Interest Receivable		1,292
Receivable for Portfolio Shares Sold		548
Receivable for Variation Margin on Futures Contracts		380
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		336
Premium Paid on Open Swap Agreements		20
Receivable from Affiliate		6
Other Assets		21
Total Assets		229,997
Liabilities:
Payable for Investments Purchased		32,866
Collateral on Securities Loaned, at Value		3,128
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		694
Payable for Advisory Fees		166
Unrealized Depreciation on Swap Agreements		160
Payable for Portfolio Shares Redeemed		144
Payable for Servicing Fees		103
Payable for Custodian Fees		26
Payable for Professional Fees		23
Payable for Distribution Fees — Class II Shares		20
Payable for Administration Fees		12
Payable for Directors' Fees and Expenses		3
Payable for Transfer Agency Fees		2
Premium Received on Open Swap Agreements		—	@
Other Liabilities		37
Total Liabilities		37,384
NET ASSETS	$	192,613
Net Assets Consist of:
Paid-in-Capital	$	252,181
Accumulated Undistributed Net Investment Income		2,010
Accumulated Net Realized Loss		(66,082	)
Unrealized Appreciation (Depreciation) on:
Investments		4,374
Futures Contracts		647
Swap Agreements		(160	)
Foreign Currency Forward Exchange Contracts		(358	)
Foreign Currency Translations		1
Net Assets	$	192,613
CLASS I:
Net Assets	$	85,306
Net Asset Value, Offering and Redemption Price Per Share Applicable to 8,022,321 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.63
CLASS II:
Net Assets	$	107,307
Net Asset Value, Offering and Redemption Price Per Share Applicable to 10,113,663 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.61
⁽¹⁾Including:
Securities on Loan, at Value:	$	6,260

@ Amount is less than $500.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Core Plus Fixed Income Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	3,346
Dividends from Security of Affiliated Issuer (Note H)		41
Income from Securities Loaned — Net		12
Total Investment Income		3,399
Expenses:
Advisory Fees (Note B)		356
Distribution Fees — Class II Shares (Note E)		131
Servicing Fees (Note D)		111
Administration Fees (Note C)		76
Professional Fees		57
Pricing Fees		27
Custodian Fees (Note G)		25
Shareholder Reporting Fees		16
Transfer Agency Fees (Note F)		5
Directors' Fees and Expenses		3
Other Expenses		11
Total Expenses		818
Waiver of Advisory Fees (Note B)		(22	)
Rebate from Morgan Stanley Affiliate (Note H)		(14	)
Net Expenses		782
Net Investment Income		2,617
Realized Gain (Loss):
Investments Sold		1,601
Foreign Currency Forward Exchange Contracts		(209	)
Foreign Currency Transactions		23
Futures Contracts		(101	)
Swap Agreements		49
Net Realized Gain		1,363
Change in Unrealized Appreciation (Depreciation):
Investments		6,304
Foreign Currency Forward Exchange Contracts		(346	)
Foreign Currency Translations		3
Futures Contracts		594
Swap Agreements		(117	)
Net Change in Unrealized Appreciation (Depreciation)		6,438
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		7,801
Net Increase in Net Assets Resulting from Operations	$	10,418

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Core Plus Fixed Income Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	2,617		$	3,572
Net Realized Gain		1,363			1,995
Net Change in Unrealized Appreciation (Depreciation)		6,438			(7,069	)
Net Increase (Decrease) in Net Assets Resulting from Operations		10,418			(1,502	)
Distributions from and/or in Excess of:
Class I:
Net Investment Income		(1,619	)		(3,159	)
Class II:
Net Investment Income		(1,766	)		(3,441	)
Total Distributions		(3,385	)		(6,600	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		4,123			9,062
Distributions Reinvested		1,619			3,159
Redeemed		(11,523	)		(21,203	)
Class II:
Subscribed		18,021			37,546
Distributions Reinvested		1,766			3,441
Redeemed		(21,180	)		(36,657	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(7,174	)		(4,652	)
Total Decrease in Net Assets		(141	)		(12,754	)
Net Assets:
Beginning of Period		192,754			205,508
End of Period (Including Accumulated Undistributed Net Investment Income of $2,010 and $2,778)	$	192,613		$	192,754
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		389			856
Shares Issued on Distributions Reinvested		152			308
Shares Redeemed		(1,102	)		(2,005	)
Net Decrease in Class I Shares Outstanding		(561	)		(841	)
Class II:
Shares Subscribed		1,728			3,565
Shares Issued on Distributions Reinvested		166			336
Shares Redeemed		(2,029	)		(3,493	)
Net Increase (Decrease) in Class II Shares Outstanding		(135	)		408

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Core Plus Fixed Income Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	10.25		$	10.68		$	10.21		$	10.64		$	10.19		$	10.01
Income (Loss) from Investment Operations:
Net Investment Income†		0.15			0.20			0.30			0.29			0.33			0.39
Net Realized and Unrealized Gain (Loss)		0.44			(0.27	)		0.49			(0.33	)		0.61			0.17
Total from Investment Operations		0.59			(0.07	)		0.79			(0.04	)		0.94			0.56
Distributions from and/or in Excess of:
Net Investment Income		(0.21	)		(0.36	)		(0.32	)		(0.39	)		(0.49	)		(0.38	)
Net Asset Value, End of Period	$	10.63		$	10.25		$	10.68		$	10.21		$	10.64		$	10.19
Total Return ++		5.71	%#**		(0.65	)%		7.85	%		(0.32	)%		9.44	%		5.65	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	85,306		$	88,018		$	100,671		$	105,420		$	120,903		$	131,361
Ratio of Expenses to Average Net Assets⁽¹⁾		0.69	%+*		0.69	%+		0.65	%+		0.69	%+		0.69	%+		0.67	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			0.68	%		N/A			N/A			N/A
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		2.90	%+*		1.89	%+		2.83	%+		2.75	%+		3.18	%+		3.89	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.01	%		0.02	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		206	%#		400	%		320	%		249	%		245	%		240	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		0.72	%*		0.76	%		0.80	%		0.78	%		0.75	%		N/A
Net Investment Income to Average Net Assets		2.87	%*		1.82	%		2.68	%		2.66	%		3.12	%		N/A

† Per share amount is based on average shares outstanding.

++ Calculated based on the net asset value as of the last business day of the period. Performance does not reflect fees and expenses imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower.

+ The Ratios of Expenses and Net Investment Income reflect the rebate of certain Portfolio expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets."

# Not Annualized.

* Annualized.

** Performance was positively impacted by approximately 0.79% due to the receipt of proceeds from the settlement of a class action suit involving the Portfolio's past holdings. 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 shares would have been approximately 4.92%.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Core Plus Fixed Income Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	10.22		$	10.65		$	10.19		$	10.62		$	10.17		$	9.99
Income (Loss) from Investment Operations:
Net Investment Income†		0.14			0.17			0.27			0.26			0.31			0.37
Net Realized and Unrealized Gain (Loss)		0.43			(0.26	)		0.49			(0.33	)		0.61			0.16
Total from Investment Operations		0.57			(0.09	)		0.76			(0.07	)		0.92			0.53
Distributions from and/or in Excess of:
Net Investment Income		(0.18	)		(0.34	)		(0.30	)		(0.36	)		(0.47	)		(0.35	)
Net Asset Value, End of Period	$	10.61		$	10.22		$	10.65		$	10.19		$	10.62		$	10.17
Total Return ++		5.56	%#**		(0.83	)%		7.57	%		(0.58	)%		9.19	%		5.40	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	107,307		$	104,736		$	104,837		$	66,560		$	51,988		$	48,855
Ratio of Expenses to Average Net Assets⁽¹⁾		0.94	%+*		0.94	%+		0.90	%+		0.94	%+		0.94	%+		0.92	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			0.93	%		N/A			N/A			N/A
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		2.65	%+*		1.64	%+		2.58	%+		2.50	%+		2.93	%+		3.64	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.01	%		0.02	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		206	%#		400	%		320	%		249	%		245	%		240	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		0.97	%*		1.04	%		1.15	%		1.13	%		1.10	%		1.03	%
Net Investment Income to Average Net Assets		2.62	%*		1.54	%		2.33	%		2.31	%		2.77	%		3.53	%

† Per share amount is based on average shares outstanding.

# Not Annualized.

* Annualized.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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, 2016.

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 Mortgages	$	—	$	860	$	—		$	860
Agency Fixed Rate Mortgages		—		41,136		—			41,136
Asset-Backed Securities		—		12,284		—			12,284
Collateralized Mortgage Obligations - Agency Collateral Series		—		4,671		—			4,671
Commercial Mortgage- Backed Securities		—		13,907		—			13,907
Corporate Bonds		—		66,247		—	†		66,247	†
Mortgages - Other		—		16,461		—			16,461
Municipal Bonds		—		2,017		—			2,017
Sovereign		—		17,184		—			17,184
U.S. Agency Securities		—		3,239		—			3,239
U.S. Treasury Securities		—		7,049		—			7,049
Total Fixed Income Securities		—		185,055		—	†		185,055	†
Short-Term Investments
Investment Company		29,391		—		—			29,391
U.S. Treasury Securities		—		1,423		—			1,423
Total Short-Term Investments		29,391		1,423		—			30,814

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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	$	—		$	336		$	—		$	336
Futures Contracts		1,153			—			—			1,153
Total Assets		30,544			186,814			—	†		217,358	†
Liabilities:
Foreign Currency Forward Exchange Contracts		—			(694	)		—			(694	)
Futures Contracts		(506	)		—			—			(506	)
Credit Default Swap Agreements		—			(160	)		—			(160	)
Total Liabilities		(506	)		(854	)		—			(1,360	)
Total	$	30,038		$	185,960		$	—	†	$	215,998	†

† Includes one security which is valued at zero.

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, 2016	$	—

† 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 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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.

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.

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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

If the Portfolio is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap agreement and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap agreement less the recovery value of the referenced obligation or underlying securities comprising the referenced index. If the Portfolio is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

the swap agreement and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap agreement less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are estimated by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value. The Portfolio's maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the swap agreement.

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 paid or received 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, 2016.

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

336

Futures Contracts Variation Margin on Interest

Futures Contracts

Rate Risk

1,153

(a)

Total

1,489

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

(694

)

Futures Contracts

Variation Margin on
Futures Contracts

Interest
Rate Risk

(506

)(a)

Swap Agreements

Unrealized Depreciation on
Swap Agreements

Credit Risk

(160

)

Total

(1,360

)

(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, 2016 in accordance with ASC 815.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(209	)
Interest Rate Risk	Futures Contracts		(101	)
Credit Risk	Swap Agreements		49
Total		$	(261	)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(346	)
Interest Rate Risk	Futures Contracts		594
Credit Risk	Swap Agreements		(117	)
Total		$	131

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

At June 30, 2016, 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	$	336	$	(694	)
Swap Agreements		—		(160	)
Total	$	336	$	(854	)

(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, 2016.

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)
Australia and New Zealand Banking Group	$	44	$	(35	)	$	—		$	9
HSBC Bank PLC		187		(187	)		—			0
JPMorgan Chase Bank NA		32		(1	)		—			31
UBS AG		73		(73	)		—			0
Total	$	336	$	(296	)	$	—		$	40
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(d) (000)			Net Amount (not less than $0) (000)
Australia and New Zealand Banking Group	$	35	$	(35	)	$	—		$	0
Barclays Bank PLC		35		—			—			35
Deutsche Bank AG		72		—			—			72
Goldman Sachs International		53		—			—			53
HSBC Bank PLC		385		(187	)		—			198
JPMorgan Chase Bank NA		1		(1	)		—			0
UBS AG		273		(73	)		(200	)		0
Total	$	854	$	(296	)	$	(200	)	$	358

(d) 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, 2016, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	24,802,000
Futures Contracts:
Average monthly original value	$	70,527,000
Swap Agreements:
Average monthly notional amount	$	3,128,000

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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. 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, 2016.

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)
$	6,260	(e)	$	—	$	(6,260	)(f)(g)	$	0

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

(f) The Portfolio received cash collateral of approximately $3,128,000, which was subsequently invested in Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $3,242,000 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.

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

The Portfolio has adopted the disclosure provisions of FASB Accounting Standards Update No. 2014-11 ("ASU No. 2014-11"), "Transfers & Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures". ASU No. 2014-11 is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.

The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged, and the remaining contractual maturity of those transactions as of June 30, 2016.

	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Corporate Bonds	$	1,648	$	—	$	—	$	—	$	1,648
Sovereign		1,480		—		—		—		1,480
Total	$	3,128	$	—	$	—	$	—	$	3,128
Total Borrowings	$	3,128	$	—	$	—	$	—	$	3,128
Gross amount of recognized liabilities for securities lending transactions									$	3,128

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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. 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.

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				Over $1 billion
	0.375	%			0.30	%

For the six months ended June 30, 2016, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.34% of the Portfolio's average daily net assets.

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, 2016, approximately $22,000 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 0.08% of the Portfolio's average daily net assets.

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.

D. Servicing Fees: 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.

F. 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.

G. 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $30,294,000 and $36,072,000, respectively. For the six months ended June 30, 2016, purchases and sales of long-term U.S. Government securities were approximately $356,652,000 and $362,715,000, 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, 2016, advisory fees paid were reduced by approximately $14,000 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	23,306			$	63,481			$	57,396			$	41			$	29,391

The Portfolio is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley Funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2016, the Portfolio did not engage in any cross-trade transactions.

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.

I. 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 that 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, 2015, 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 2015 and 2014 was as follows:

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	6,600	$	—	$	5,248	$	—

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

transactions and paydown adjustments, resulted in the following reclassifications among the components of net assets at December 31, 2015:

Accumulated Undistributed Net Investment Income (000)				Accumulated Net Realized Loss (000)				Paid-in- Capital (000)
$	58			$	(58	)		$	—

At December 31, 2015, 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)
$	3,385			$	—

At December 31, 2015, the Portfolio had available for Federal income tax purposes unused capital losses which will expire on the indicated dates:

Amount (000)		Expiration*
$	35,503	December 31, 2016
	31,734	December 31, 2017

* Includes capital losses acquired from Morgan Stanley Select Dimensions 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, 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, 2015, the Portfolio utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $2,236,000.

J. Credit Facility: As of April 4, 2016, the Fund and other Morgan Stanley funds participate in a $150,000,000 committed, unsecured revolving line of credit facility (the "facility") with State Street. This facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or one month libor rate plus a spread. The facility also has a commitment fee of 0.25% per annum based on the unused portion of the facility. During the period ended June 30, 2016, the Fund did not have any borrowings under the facility.

K. Other: At June 30, 2016, the Portfolio had 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 65.6%.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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 Broadridge Financial Solutions, Inc. ("Broadridge").

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 Broadridge, 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, 2015, 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 three- and five-year periods but below its peer group average for the one-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 Broadridge. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. The Board noted that the Portfolio's management fee was lower than its peer group average and the total expense ratio was higher than 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

Semi-Annual Report – June 30, 2016

The Universal Institutional Funds, Inc.

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

1557145 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
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
Investment Advisory Agreement Approval		22
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		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	$	1,104.10	$	1,019.44	$	5.70	$	5.47		1.09	%
Emerging Markets Debt Portfolio Class II		1,000.00		1,102.90		1,019.19		5.96		5.72		1.14

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Fixed Income Securities (96.1%)
Argentina (6.8%)
Corporate Bond (0.2%)
IRSA Propiedades Comerciales SA, 8.75%, 3/23/23 (a)	$	540	$	576
Sovereign (6.6%)
Argentina Bonar Bonds, 33.24%, 10/9/17 (b)	ARS	14,790		1,011
Argentine Republic Government International Bond, 6.88%, 4/22/21 (a)	$	2,630		2,811
7.50%, 4/22/26 (a)		3,080		3,337
7.63%, 4/22/46 (a)(c)		800		866
Province of Salta Argentina, 9.13%, 7/7/24 (a)		1,410		1,410
Provincia de Buenos Aires, 5.75%, 6/15/19 (a)		1,480		1,500
Provincia de Cordoba, 7.13%, 6/10/21 (a)		1,506		1,514
Republic of Argentina, 2.50%, 12/31/38 (d)		1,850		1,253
7.13%, 7/6/36 (a)		2,470		2,470
				16,172
				16,748
Brazil (6.1%)
Corporate Bonds (3.3%)
Banco Safra SA, 6.75%, 1/27/21		870		927
6.75%, 1/27/21 (a)(c)		1,280		1,363
CIMPOR Financial Operations BV, 5.75%, 7/17/24 (a)		1,458		1,090
Minerva Luxembourg SA, 8.75%, 4/3/19 (a)(b)(e)		1,400		1,421
Petrobras Global Finance BV, 8.38%, 5/23/21		3,170		3,279
				8,080
Sovereign (2.8%)
Brazil Minas SPE via State of Minas Gerais, 5.33%, 2/15/28 (a)		4,150		3,725
Brazilian Government International Bond, 5.00%, 1/27/45		3,309		2,986
				6,711
				14,791
Chile (2.9%)
Corporate Bonds (1.2%)
Colbun SA, 4.50%, 7/10/24 (a)		1,530		1,602
Empresa Electrica Angamos SA, 4.88%, 5/25/29 (a)		1,405		1,385
				2,987

	Face Amount (000)		Value (000)
Sovereign (1.7%)
Empresa Nacional del Petroleo, 4.75%, 12/6/21	$	2,467	$	2,626
5.25%, 8/10/20		1,350		1,463
				4,089
				7,076
China (3.4%)
Sovereign (3.4%)
Sinopec Group Overseas Development 2013 Ltd., 4.38%, 10/17/23		4,970		5,373
Three Gorges Finance I Cayman Islands Ltd., 2.30%, 6/2/21 (a)		2,090		2,121
3.70%, 6/10/25 (a)		838		906
				8,400
Colombia (2.4%)
Sovereign (2.4%)
Colombia Government International Bond, 4.38%, 7/12/21		530		570
5.00%, 6/15/45		3,000		3,128
11.75%, 2/25/20		1,550		2,050
				5,748
Dominican Republic (2.8%)
Sovereign (2.8%)
Dominican Republic International Bond, 6.85%, 1/27/45 (a)		3,664		3,810
6.88%, 1/29/26 (a)		2,100		2,323
7.45%, 4/30/44 (a)		739		817
				6,950
Gabon (0.5%)
Sovereign (0.5%)
Republic of Gabon, 6.95%, 6/16/25 (a)		1,310		1,149
Guatemala (0.4%)
Sovereign (0.4%)
Guatemala Government Bond, 4.50%, 5/3/26 (a)		940		958
Honduras (0.5%)
Sovereign (0.5%)
Republic of Honduras, 8.75%, 12/16/20		1,160		1,305
Hungary (3.0%)
Sovereign (3.0%)
Hungary Government International Bond, 5.38%, 3/25/24		1,412		1,580
5.75%, 11/22/23		890		1,015
6.38%, 3/29/21		1,110		1,265
7.63%, 3/29/41 (c)		2,330		3,384
				7,244

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Indonesia (9.5%)
Sovereign (9.5%)
Indonesia Government International Bond, 4.13%, 1/15/25	$	1,200	$	1,253
4.75%, 1/8/26 (a)		1,430		1,561
5.13%, 1/15/45 (a)(c)		1,650		1,757
5.88%, 1/15/24 (a)		1,210		1,404
5.88%, 1/15/24		4,250		4,931
5.95%, 1/8/46 (a)		1,430		1,688
7.75%, 1/17/38		2,925		3,983
Majapahit Holding BV, 7.75%, 1/20/20		1,580		1,810
Pertamina Persero PT, 4.30%, 5/20/23		900		917
4.88%, 5/3/22		1,500		1,581
5.25%, 5/23/21		200		215
6.45%, 5/30/44 (a)		1,870		1,989
				23,089
Iraq (0.3%)
Sovereign (0.3%)
Republic of Iraq, 5.80%, 1/15/28		900		688
Ivory Coast (1.3%)
Sovereign (1.3%)
Ivory Coast Government International Bond, 5.38%, 7/23/24 (a)		780		735
5.75%, 12/31/32		2,703		2,523
				3,258
Jamaica (1.0%)
Corporate Bond (0.4%)
Digicel Group Ltd., 8.25%, 9/30/20		1,270		1,067
Sovereign (0.6%)
Jamaica Government International Bond, 7.63%, 7/9/25		520		582
7.88%, 7/28/45		740		792
				1,374
				2,441
Kazakhstan (2.7%)
Sovereign (2.7%)
Development Bank of Kazakhstan JSC, 4.13%, 12/10/22 (a)(c)		520		510
KazAgro National Management Holding JSC, 4.63%, 5/24/23 (a)		1,420		1,306
Kazakhstan Government International Bond, 5.13%, 7/21/25 (a)(c)		2,000		2,197
KazMunayGas National Co., JSC, 9.13%, 7/2/18		2,230		2,481
				6,494

	Face Amount (000)		Value (000)
Lithuania (1.0%)
Sovereign (1.0%)
Lithuania Government International Bond, 6.63%, 2/1/22	$	1,080	$	1,307
7.38%, 2/11/20		925		1,092
				2,399
Mexico (11.9%)
Corporate Bonds (2.2%)
Alfa SAB de CV, 6.88%, 3/25/44		1,440		1,494
Fermaca Enterprises S de RL de CV, 6.38%, 3/30/38 (a)		1,822		1,822
Nemak SAB de CV, 5.50%, 2/28/23		2,000		2,080
				5,396
Sovereign (9.7%)
Mexico Government International Bond, 3.60%, 1/30/25		2,700		2,828
4.60%, 1/23/46		2,530		2,679
6.05%, 1/11/40		1,482		1,869
Petroleos Mexicanos, 4.88%, 1/24/22		3,240		3,321
5.63%, 1/23/46		2,200		2,013
6.38%, 1/23/45		2,860		2,888
6.50%, 6/2/41		2,330		2,371
6.63%, 6/15/38		1,176		1,200
6.88%, 8/4/26 (a)		2,670		2,992
8.63%, 12/1/23		1,350		1,596
				23,757
				29,153
Namibia (0.6%)
Sovereign (0.6%)
Namibia International Bonds, 5.25%, 10/29/25 (a)		1,482		1,515
Nigeria (0.7%)
Sovereign (0.7%)
Nigeria Government International Bond, 6.38%, 7/12/23		1,740		1,684
Panama (1.9%)
Corporate Bond (0.7%)
Aeropuerto Internacional de Tocumen SA, 5.63%, 5/18/36 (a)(c)		1,600		1,608
Sovereign (1.2%)
Panama Government International Bond, 4.00%, 9/22/24		294		316
5.20%, 1/30/20		680		755
8.88%, 9/30/27		1,183		1,745
				2,816
				4,424

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

	Face Amount (000)		Value (000)
Paraguay (0.9%)
Sovereign (0.9%)
Republic of Paraguay, 4.63%, 1/25/23 (a)	$	480	$	502
6.10%, 8/11/44 (a)		1,580		1,702
				2,204
Peru (2.8%)
Corporate Bonds (1.2%)
Banco de Credito del Peru, 6.13%, 4/24/27 (a)(b)		1,780		1,959
Union Andina de Cementos SAA, 5.88%, 10/30/21 (a)		1,040		1,057
				3,016
Sovereign (1.6%)
Corporación Financiera de Desarrollo SA, 5.25%, 7/15/29 (a)(b)		1,298		1,334
Fondo MIVIVIENDA SA, 3.50%, 1/31/23 (a)		207		208
Peruvian Government International Bond, 6.55%, 3/14/37 (c)		1,800		2,434
				3,976
				6,992
Philippines (3.4%)
Sovereign (3.4%)
Philippine Government International Bond, 3.95%, 1/20/40 (c)		1,396		1,613
8.38%, 6/17/19		146		176
9.50%, 2/2/30		3,731		6,396
				8,185
Poland (1.4%)
Sovereign (1.4%)
Poland Government International Bond, 3.00%, 3/17/23 (c)		2,490		2,537
4.00%, 1/22/24		650		703
5.00%, 3/23/22		250		282
				3,522
Romania (0.9%)
Sovereign (0.9%)
Romanian Government International Bond, 4.38%, 8/22/23		1,700		1,822
6.13%, 1/22/44 (c)		336		421
				2,243
Russia (7.8%)
Sovereign (7.8%)
Russian Foreign Bond — Eurobond, 4.50%, 4/4/22		14,600		15,640
5.63%, 4/4/42		1,200		1,362
SCF Capital Ltd., 5.38%, 6/16/23 (a)(c)		2,040		2,055
				19,057

	Face Amount (000)		Value (000)
Serbia (1.9%)
Sovereign (1.9%)
Republic of Serbia, 7.25%, 9/28/21	$	4,135	$	4,743
South Africa (1.9%)
Sovereign (1.9%)
Eskom Holdings SOC Ltd., 5.75%, 1/26/21 (a)(c)		1,678		1,668
7.13%, 2/11/25 (a)(c)		2,080		2,066
Transnet SOC Ltd., 4.00%, 7/26/22 (a)(c)		950		903
				4,637
Sri Lanka (1.0%)
Sovereign (1.0%)
Sri Lanka Government International Bond, 6.25%, 10/4/20		139		142
6.25%, 10/4/20 (a)		510		522
6.85%, 11/3/25 (a)		1,900		1,860
				2,524
Tunisia (0.5%)
Sovereign (0.5%)
Banque Centrale de Tunisie SA, 5.75%, 1/30/25 (a)		1,300		1,185
Turkey (5.5%)
Sovereign (5.5%)
Export Credit Bank of Turkey, 5.88%, 4/24/19 (a)		1,960		2,082
Turkey Government International Bond, 3.25%, 3/23/23		740		719
4.88%, 4/16/43		2,000		1,959
5.63%, 3/30/21		6,700		7,320
6.88%, 3/17/36		1,200		1,466
				13,546
Ukraine (3.0%)
Sovereign (3.0%)
Ukraine Government International Bond, 7.75%, 9/1/22 — 9/1/26		7,630		7,288
				7,288
Venezuela (4.5%)
Sovereign (4.5%)
Petroleos de Venezuela SA, 6.00%, 11/15/26		31,240		10,971
Zambia (0.9%)
Sovereign (0.9%)
Zambia Government International Bond, 8.50%, 4/14/24		1,790		1,564
8.97%, 7/30/27 (a)		780		679
				2,243
Total Fixed Income Securities (Cost $229,751)				234,854

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

	No. of Warrants		Value (000)
Warrants (0.0%)
Nigeria (0.0%)
Central Bank of Nigeria, expires 11/15/20 (b)(f)		750	$	54
Venezuela (0.0%)
Venezuela Government International Bond, Oil-Linked Payment Obligation, expires 4/15/20 (b)(f)		3,750		6
Total Warrants (Cost $–)				60
	Shares
Short-Term Investments (11.9%)
Securities held as Collateral on Loaned Securities (8.1%)
Investment Company (6.5%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H)		15,918,728		15,919
	Face Amount (000)
Repurchase Agreements (1.6%)
Barclays Capital, Inc., (0.42%, dated 6/30/16, due 7/1/16; proceeds $3,678; fully collateralized by a U.S. Government obligation; 2.00% due 8/15/25; valued at $3,752)	$	3,678		3,678
Merrill Lynch & Co., Inc., (0.44%, dated 6/30/16, due 7/1/16; proceeds $150; fully collateralized by a U.S. Government agency security; 4.50% due 4/20/44; valued at $153)		150		150
				3,828
Total Securities held as Collateral on Loaned Securities (Cost $19,747)				19,747
	Shares
Investment Company (2.9%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H) (Cost $7,063)		7,062,738		7,063
	Face Amount (000)
Sovereign (0.9%)
Argentina (0.9%)
Letras del Banco Central de la Republica Argentina, 28.25%, 1/11/17	ARS	3,090		181
29.50%, 1/11/17		3,100		181
30.25%, 12/28/16		22,000		1,298
30.50%, 12/28/16		10,370		612
Total Sovereign (Cost $2,365)				2,272
Total Short-Term Investments (Cost $29,175)				29,082
Total Investments (108.0%) (Cost $258,926) Including $22,887 of Securities Loaned (g)(h)				263,996
Liabilities in Excess of Other Assets (-8.0%)				(19,584	)
Net Assets (100.0%)			$	244,412

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

(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, 2016.

(d) Multi-step — Coupon rate changes in predetermined increments to maturity. Rate disclosed is as of June 30, 2016. Maturity date disclosed is the ultimate maturity date.

(e) 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, 2016.

(f) Security has been deemed illiquid at June 30, 2016.

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

(h) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $13,531,000 and the aggregate gross unrealized depreciation is approximately $8,461,000 resulting in net unrealized appreciation of approximately $5,070,000.

Foreign Currency Forward Exchange Contracts:

The Portfolio had the following foreign currency forward exchange contracts open at June 30, 2016:

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
Citibank NA	ARS	9,740	$	591	12/30/16	$	2
Citibank NA	ARS	7,030	$	420	12/30/16		(5	)
Citibank NA	ARS	7,060	$	420	12/30/16		(7	)
Citibank NA	ARS	8,000	$	491	1/18/17		12
Citibank NA	ARS	2,380	$	146	1/18/17		4
Citibank NA	ARS	24,000	$	1,310	6/13/17		(20	)
						$	(14	)

ARS — Argentine Peso

Futures Contract:

The Portfolio had the following futures contract open at June 30, 2016:

	Number of Contracts		Value (000)			Expiration Date	Unrealized Depreciation (000)
Short:
U.S. Treasury 10 yr. Note		62	$	(8,245	)	Sep-16	$	(224	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Debt Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Sovereign		86.9	%
Corporate Bonds		9.3
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, 2016.

** 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 $8,245,000 with unrealized depreciation of approximately $224,000 and does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately $14,000.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Emerging Markets Debt Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $235,944)	$	241,014
Investment in Security of Affiliated Issuer, at Value (Cost $22,982)		22,982
Total Investments in Securities, at Value (Cost $258,926)		263,996
Cash		27
Interest Receivable		3,960
Receivable for Investments Sold		1,937
Receivable for Variation Margin on Futures Contracts		110
Receivable for Portfolio Shares Sold		61
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		18
Receivable from Affiliate		1
Other Assets		21
Total Assets		270,131
Liabilities:
Collateral on Securities Loaned, at Value		19,747
Payable for Investments Purchased		5,004
Payable for Advisory Fees		441
Payable for Portfolio Shares Redeemed		185
Deferred Capital Gain Country Tax		158
Payable for Servicing Fees		66
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		32
Payable for Professional Fees		24
Payable for Administration Fees		16
Payable for Custodian Fees		14
Payable for Transfer Agency Fees		2
Payable for Directors' Fees and Expenses		2
Payable for Distribution Fees — Class II Shares		1
Other Liabilities		27
Total Liabilities		25,719
NET ASSETS	$	244,412
Net Assets Consist of:
Paid-in-Capital	$	253,321
Accumulated Undistributed Net Investment Income		6,940
Accumulated Net Realized Loss		(20,547	)
Unrealized Appreciation (Depreciation) on:
Investments (Net of $134 of Deferred Capital Gain Country Tax)		4,936
Futures Contracts		(224	)
Foreign Currency Forward Exchange Contracts		(14	)
Foreign Currency Translations		(—	@)
Net Assets	$	244,412
CLASS I:
Net Assets	$	224,520
Net Asset Value, Offering and Redemption Price Per Share Applicable to 28,870,676 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	7.78
CLASS II:
Net Assets	$	19,892
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,575,190 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	7.72
⁽¹⁾Including:
Securities on Loan, at Value:	$	22,887

@ 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, 2016 (unaudited)

Emerging Markets Debt Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	8,229
Income from Securities Loaned — Net		48
Dividends from Securities of Unaffiliated Issuers		9
Dividends from Security of Affiliated Issuer (Note H)		5
Total Investment Income		8,291
Expenses:
Advisory Fees (Note B)		864
Servicing Fees (Note D)		192
Administration Fees (Note C)		92
Professional Fees		53
Distribution Fees — Class II Shares (Note E)		23
Shareholder Reporting Fees		16
Custodian Fees (Note G)		11
Pricing Fees		8
Transfer Agency Fees (Note F)		5
Directors' Fees and Expenses		4
Other Expenses		10
Total Expenses		1,278
Distribution Fees — Class II Shares Waived (Note E)		(19	)
Rebate from Morgan Stanley Affiliate (Note H)		(3	)
Net Expenses		1,256
Net Investment Income		7,035
Realized Loss:
Investments Sold (Net of $24 of Capital Gain Country Tax)		(7,899	)
Foreign Currency Forward Exchange Contracts		(124	)
Foreign Currency Transactions		(4	)
Futures Contracts		(341	)
Net Realized Loss		(8,368	)
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $88)		24,484
Foreign Currency Forward Exchange Contracts		(14	)
Futures Contracts		(234	)
Net Change in Unrealized Appreciation (Depreciation)		24,236
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		15,868
Net Increase in Net Assets Resulting from Operations	$	22,903

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Emerging Markets Debt Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	7,035		$	13,132
Net Realized Loss		(8,368	)		(2,806	)
Net Change in Unrealized Appreciation (Depreciation)		24,236			(12,559	)
Net Increase (Decrease) in Net Assets Resulting from Operations		22,903			(2,233	)
Distributions from and/or in Excess of:
Class I:
Net Investment Income		(12,172	)		(12,372	)
Class II:
Net Investment Income		(1,082	)		(1,042	)
Total Distributions		(13,254	)		(13,414	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		7,873			15,324
Distributions Reinvested		12,172			12,372
Redeemed		(14,194	)		(47,421	)
Class II:
Subscribed		3,083			4,677
Distributions Reinvested		1,082			1,042
Redeemed		(3,317	)		(5,695	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		6,699			(19,701	)
Total Increase (Decrease) in Net Assets		16,348			(35,348	)
Net Assets:
Beginning of Period		228,064			263,412
End of Period (Including Accumulated Undistributed Net Investment Income of $6,940 and $13,159)	$	244,412		$	228,064
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		1,017			1,912
Shares Issued on Distributions Reinvested		1,564			1,607
Shares Redeemed		(1,855	)		(6,060	)
Net Increase (Decrease) in Class I Shares Outstanding		726			(2,541	)
Class II:
Shares Subscribed		400			595
Shares Issued on Distributions Reinvested		140			136
Shares Redeemed		(432	)		(733	)
Net Increase (Decrease) in Class II Shares Outstanding		108			(2	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Emerging Markets Debt Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	7.45		$	7.95		$	8.22		$	9.52		$	8.31		$	8.14
Income (Loss) from Investment Operations:
Net Investment Income†		0.23			0.41			0.39			0.40			0.37			0.41
Net Realized and Unrealized Gain (Loss)		0.55			(0.48	)		(0.13	)		(1.23	)		1.10			0.15
Total from Investment Operations		0.78			(0.07	)		0.26			(0.83	)		1.47			0.56
Distributions from and/or in Excess of:
Net Investment Income		(0.45	)		(0.43	)		(0.47	)		(0.36	)		(0.26	)		(0.30	)
Net Realized Gain		—			—			(0.06	)		(0.11	)		—			(0.09	)
Total Distributions		(0.45	)		(0.43	)		(0.53	)		(0.47	)		(0.26	)		(0.39	)
Net Asset Value, End of Period	$	7.78		$	7.45		$	7.95		$	8.22		$	9.52		$	8.31
Total Return ++		10.41	%#		(1.12	)%		2.93	%		(8.75	)%		17.96	%		7.03	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	224,520		$	209,794		$	243,906		$	272,200		$	403,697		$	255,316
Ratio of Expenses to Average Net Assets		1.09	%+*		1.09	%+		1.08	%+		1.06	%+		1.04	%+		1.04	%+
Ratio of Net Investment Income to Average Net Assets		6.11	%+*		5.24	%+		4.69	%+		4.48	%+		4.18	%+		4.95	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.01	%		0.01	%
Portfolio Turnover Rate		32	%#		37	%		81	%		88	%		39	%		52	%

† Per share amount is based on average shares outstanding.

§ 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, 2016

Financial Highlights

Emerging Markets Debt Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	7.40		$	7.90		$	8.17		$	9.46		$	8.26		$	8.10
Income (Loss) from Investment Operations:
Net Investment Income†		0.23			0.40			0.39			0.39			0.37			0.40
Net Realized and Unrealized Gain (Loss)		0.53			(0.48	)		(0.13	)		(1.22	)		1.08			0.15
Total from Investment Operations		0.76			(0.08	)		0.26			(0.83	)		1.45			0.55
Distributions from and/or in Excess of:
Net Investment Income		(0.44	)		(0.42	)		(0.47	)		(0.35	)		(0.25	)		(0.30	)
Net Realized Gain		—			—			(0.06	)		(0.11	)		—			(0.09	)
Total Distributions		(0.44	)		(0.42	)		(0.53	)		(0.46	)		(0.25	)		(0.39	)
Net Asset Value, End of Period	$	7.72		$	7.40		$	7.90		$	8.17		$	9.46		$	8.26
Total Return ++		10.29	%#		(1.17	)%		2.89	%		(8.76	)%		17.88	%		6.88	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	19,892		$	18,270		$	19,506		$	20,540		$	27,815		$	30,852
Ratio of Expenses to Average Net Assets⁽¹⁾		1.14	%+*		1.14	%+		1.13	%+		1.11	%+		1.09	%+		1.09	%+
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		6.06	%+*		5.19	%+		4.64	%+		4.43	%+		4.13	%+		4.90	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.00	%§*		0.00	%§		0.00	%§		0.00	%§		0.01	%		0.01	%
Portfolio Turnover Rate		32	%#		37	%		81	%		88	%		39	%		52	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.34	%*		1.37	%		1.43	%		1.41	%		1.40	%		1.40	%
Net Investment Income to Average Net Assets		5.86	%*		4.96	%		4.34	%		4.13	%		3.82	%		4.59	%

† Per share amount is based on average shares outstanding.

§ 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, 2016 (unaudited)

Notes to Financial Statements

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.

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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

• 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.)

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 following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	—		$	22,730		$	—	$	22,730
Sovereign		—			212,124			—		212,124
Total Fixed Income Securities		—			234,854			—		234,854
Warrants		—			60			—		60
Short-Term Investments
Investment Company		22,982			—			—		22,982
Repurchase Agreements		—			3,828			—		3,828
Sovereign		—			2,272			—		2,272
Total Short-Term Investments		22,982			6,100			—		29,082
Foreign Currency Forward Exchange Contracts		—			18			—		18
Total Assets		22,982			241,032			—		264,014
Liabilities:
Foreign Currency Forward Exchange Contracts		—			(32	)		—		(32	)
Futures Contract		(224	)		—			—		(224	)
Total Liabilities		(224	)		(32	)		—		(256	)
Total	$	22,758		$	241,000		$	—	$	263,758

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 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:

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

The following table sets forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2016.

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

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

(32

)

Futures Contract

Variation Margin on
Futures Contract

Interest Rate Risk

(224

)(a)

Total

(256

)

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(124	)
Interest Rate Risk	Futures Contracts		(341	)
Total		$	(465	)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(14	)
Interest Rate Risk	Futures Contracts		(234	)
Total		$	(248	)

At June 30, 2016, 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	$	18	$	(32	)

(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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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, 2016.

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)
Citibank NA	$	18	$	(18	)	$	—	$	0
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)
Citibank NA	$	32	$	(18	)	$	—	$	14

For the six months ended June 30, 2016, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	1,535,000
Futures Contracts:
Average monthly original value	$	11,756,000

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.

The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2016.

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)
$	22,887	(d)	$	—	$	(22,887	)(e)(f)	$	0

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

(e) The Portfolio received cash collateral of approximately $19,747,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $3,583,000 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Corporate Bonds	$	4,973	$	—	$	—	$	—	$	4,973
Sovereign		14,774		—		—		—		14,774
Total	$	19,747	$	—	$	—	$	—	$	19,747
Total Borrowings	$	19,747	$	—	$	—	$	—	$	19,747
Gross amount of recognized liabilities for securities lending transactions									$	19,747

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.

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.

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

For the six months ended June 30, 2016, 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 as 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.

D. Servicing Fees: 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

E. 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 0.25% of the Portfolio's average daily net assets attributable to Class II shares. 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 or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action is inappropriate. For the six months ended June 30, 2016, this waiver amounted to approximately $19,000.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $74,038,000 and $70,973,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

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, 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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	25,009			$	63,117			$	65,144			$	5			$	22,982

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

return. Management has concluded that 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, 2015, remains subject to examination by taxing authorities.

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	13,414	$	—	$	15,626	$	2,151

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and paydown adjustments, resulted in the following reclassifications among the components of net assets at December 31, 2015:

Accumulated Undistributed Net Investment Income (000)				Accumulated Net Realized Loss (000)				Paid-in Capital (000)
$	60			$	(60	)		$	—

At December 31, 2015, 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)
$	13,254			$	—

At December 31, 2015, the Portfolio had available for Federal income tax purposes unused short term and long term capital losses of approximately $2,209,000 and $9,205,000, respectively, that do not have an expiration date.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

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 Broadridge, 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, 2015, 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 Broadridge. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

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

Other Factors and Current Trends

General Conclusion

(This page has been left blank intentionally.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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
1555324 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		6
Statement of Operations		7
Statements of Changes in Net Assets		8
Financial Highlights		9
Notes to Financial Statements		11
Investment Advisory Agreement Approval		20
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		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	$	1,066.60	$	1,018.15	$	6.94	$	6.77		1.35	%
Emerging Markets Equity Portfolio Class II		1,000.00		1,066.20		1,017.90		7.19		7.02		1.40

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Portfolio of Investments

Emerging Markets Equity Portfolio

	Shares		Value (000)
Common Stocks (97.7%)
Argentina (0.7%)
Banco Macro SA ADR		14,071	$	1,044
Grupo Financiero Galicia SA ADR		30,449		930
				1,974
Austria (1.3%)
Erste Group Bank AG (a)		104,232		2,383
Vienna Insurance Group AG Wiener Versicherung Gruppe		50,093		950
				3,333
Brazil (6.8%)
Banco Bradesco SA (Preference)		433,720		3,400
BRF SA		227,341		3,194
Itau Unibanco Holding SA (Preference)		351,411		3,315
Lojas Renner SA		158,882		1,172
MercadoLibre, Inc. (b)		18,819		2,647
Raia Drogasil SA		142,954		2,810
Ultrapar Participacoes SA		74,429		1,647
				18,185
Chile (0.6%)
SACI Falabella		216,201		1,646
China (17.0%)
Alibaba Group Holding Ltd. ADR (a)(b)		38,046		3,026
Bank of China Ltd. H Shares (c)		8,440,000		3,376
China Construction Bank Corp. H Shares (c)		7,192,230		4,780
China Machinery Engineering Corp. H Shares (c)		704,000		460
China Mengniu Dairy Co., Ltd. (c)		514,000		901
China Mobile Ltd. (c)		530,500		6,127
China Overseas Land & Investment Ltd. (c)		476,000		1,519
China Pacific Insurance Group Co., Ltd. H Shares (c)		645,400		2,203
China Taiping Insurance Holdings Co., Ltd. (a)(c)		351,000		660
China Unicom Hong Kong Ltd. (c)		1,020,000		1,059
Chongqing Changan Automobile Co., Ltd. B Shares		263,100		368
CRCC High-Tech Equipment Corp., Ltd. H Shares (c)		1,181,500		518
CSPC Pharmaceutical Group Ltd. (c)		1,002,000		895
Huadian Power International Corp., Ltd. H Shares (c)		1,076,000		513
JD.com, Inc. ADR (a)(b)		60,299		1,280
NetEase, Inc. ADR		4,326		836
New Oriental Education & Technology Group, Inc. ADR (b)		15,043		630
Shanghai Jin Jiang International Hotels Group Co., Ltd. H Shares (c)		1,042,000		342
Shenzhen International Holdings Ltd. (c)		490,500		713
Shenzhou International Group Holdings Ltd. (c)		246,000		1,190
TAL Education Group ADR (a)		15,691		974
Tencent Holdings Ltd. (c)		495,200		11,281
Yum! Brands, Inc.		18,702		1,551
				45,202

	Shares		Value (000)
Colombia (0.8%)
Cemex Latam Holdings SA (a)		174,627	$	754
Grupo de Inversiones Suramericana SA		73,156		959
Grupo de Inversiones Suramericana SA (Preference)		30,243		389
				2,102
Czech Republic (1.0%)
Komercni Banka AS		70,400		2,638
Egypt (0.4%)
Commercial International Bank Egypt SAE		260,429		1,158
Hong Kong (2.6%)
AIA Group Ltd.		539,600		3,252
Samsonite International SA		1,315,800		3,647
				6,899
India (10.8%)
Ashok Leyland Ltd.		2,374,183		3,478
Bharat Petroleum Corp., Ltd.		150,308		2,403
Glenmark Pharmaceuticals Ltd.		99,039		1,173
HDFC Bank Ltd.		141,979		2,878
IndusInd Bank Ltd.		187,555		3,104
Larsen & Toubro Ltd.		126,056		2,809
Marico Ltd.		501,491		1,963
Maruti Suzuki India Ltd.		37,929		2,362
Shree Cement Ltd.		14,180		3,067
Shriram Transport Finance Co., Ltd.		181,188		3,237
SKS Microfinance Ltd. (a)		80,559		889
Zee Entertainment Enterprises Ltd.		201,175		1,366
				28,729
Indonesia (4.0%)
Bank Mandiri Persero Tbk PT		108,000		78
Bank Negara Indonesia Persero Tbk PT		3,037,500		1,201
Bumi Serpong Damai Tbk PT		6,943,600		1,115
Jasa Marga Persero Tbk PT		2,168,500		868
Link Net Tbk PT		3,083,500		947
Matahari Department Store Tbk PT		1,829,400		2,778
Semen Indonesia Persero Tbk PT		163,800		116
Surya Citra Media Tbk PT		3,489,400		875
United Tractors Tbk PT		902,300		1,016
XL Axiata Tbk PT (a)		5,662,525		1,574
				10,568
Korea, Republic of (12.1%)
Amorepacific Corp.		6,595		2,486
CJ CheilJedang Corp.		1,301		439
CJ Corp.		4,342		765
Cosmax, Inc.		5,103		763
Coway Co., Ltd.		21,053		1,914
Hotel Shilla Co., Ltd.		8,736		521
Hugel, Inc. (a)		2,861		795
Hyundai Development Co-Engineering & Construction		42,650		1,476
Hyundai Wia Corp.		8,527		664
Innocean Worldwide, Inc.		12,413		875

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Portfolio of Investments (cont'd)

Emerging Markets Equity Portfolio

	Shares		Value (000)
Korea, Republic of (cont'd)
Kia Motors Corp.		23,836	$	898
Korea Aerospace Industries Ltd.		26,400		1,692
Korea Electric Power Corp.		33,203		1,752
LG Chem Ltd.		4,960		1,134
Mando Corp.		2,673		506
NAVER Corp.		3,692		2,296
Nexon Co., Ltd.		99,500		1,462
Samsung Electronics Co., Ltd.		5,005		6,231
Samsung Electronics Co., Ltd. (Preference)		2,561		2,644
Samsung Fire & Marine Insurance Co., Ltd.		5,065		1,159
SK Holdings Co., Ltd.		10,261		1,807
				32,279
Mexico (6.2%)
Alfa SAB de CV		804,797		1,384
Alsea SAB de CV		344,722		1,312
Cemex SAB de CV ADR (a)		425,217		2,624
Fomento Economico Mexicano SAB de CV ADR		51,276		4,742
Grupo Financiero Banorte SAB de CV Series O		698,288		3,903
Grupo Financiero Santander Mexico SAB de CV ADR (b)		145,694		1,324
Mexichem SAB de CV		598,216		1,261
				16,550
Pakistan (1.3%)
Lucky Cement Ltd.		259,000		1,600
United Bank Ltd.		1,015,300		1,721
				3,321
Panama (0.4%)
Copa Holdings SA, Class A		18,618		973
Peru (2.3%)
Cia de Minas Buenaventura SA ADR (a)		132,785		1,587
Credicorp Ltd.		28,626		4,418
				6,005
Philippines (4.3%)
Ayala Corp.		54,120		982
BDO Unibank, Inc.		465,610		1,111
DMCI Holdings, Inc.		4,356,950		1,174
International Container Terminal Services, Inc.		656,220		864
LT Group, Inc.		3,093,500		1,047
Metro Pacific Investments Corp.		10,586,600		1,573
Metropolitan Bank & Trust Co.		1,270,925		2,446
SM Investments Corp.		104,673		2,160
				11,357
Poland (3.4%)
Bank Pekao SA		39,766		1,392
CCC SA		39,921		1,624
Eurocash SA		101,761		1,192
Jeronimo Martins SGPS SA		144,502		2,276
LPP SA		755		967
PKP Cargo SA (a)		39,474		332
Polski Koncern Naftowy Orlen SA		75,382		1,319
				9,102

	Shares		Value (000)
Russia (2.0%)
Mail.ru Group Ltd. GDR (a)		84,269	$	1,533
MMC Norilsk Nickel PJSC ADR		92,347		1,229
X5 Retail Group N.V. GDR (a)		44,704		888
Yandex N.V., Class A (a)		81,165		1,773
				5,423
South Africa (6.2%)
Clicks Group Ltd.		70,312		587
Life Healthcare Group Holdings Ltd. (b)		529,120		1,303
Mondi PLC		114,550		2,091
Naspers Ltd., Class N		33,732		5,169
Sasol Ltd.		75,787		2,058
Steinhoff International Holdings N.V. H Shares		537,020		3,076
Vodacom Group Ltd. (b)		202,696		2,318
				16,602
Taiwan (9.6%)
Advanced Semiconductor Engineering, Inc.		1,724,000		1,981
Catcher Technology Co., Ltd.		223,000		1,665
Chailease Holding Co., Ltd.		178,941		289
Delta Electronics, Inc.		314,326		1,535
E.Sun Financial Holding Co. Ltd.		1,176,000		696
Eclat Textile Co., Ltd.		99,649		961
Formosa Plastics Corp.		302,000		730
Fubon Financial Holding Co., Ltd.		772,830		910
Hon Hai Precision Industry Co., Ltd.		1,061,150		2,730
PChome Online, Inc.		81,000		897
Pegatron Corp.		681,000		1,443
President Chain Store Corp.		54,000		423
Taiwan Mobile Co., Ltd.		300,000		1,050
Taiwan Semiconductor Manufacturing Co., Ltd.		1,411,000		7,135
Uni-President Enterprises Corp.		1,227,965		2,423
Yeong Guan Energy Technology Group Co. Ltd.		116,000		738
				25,606
Thailand (2.4%)
Central Pattana PCL (Foreign)		505,400		862
DKSH Holding AG (b)		27,136		1,776
Kasikornbank PCL NVDR		277,900		1,350
Land and Houses PCL (Foreign)		3,382,660		874
Minor International PCL (Foreign)		1,274,830		1,463
Sino-Thai Engineering & Construction PCL (Foreign)		48,600		33
				6,358
Turkey (1.2%)
Arcelik AS		257,429		1,698
Ulker Biskuvi Sanayi AS		197,944		1,450
				3,148
United States (0.3%)
Nien Made Enterprise Co., Ltd. (a)		81,000		737
Total Common Stocks (Cost $221,715)				259,895

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Portfolio of Investments (cont'd)

Emerging Markets Equity Portfolio

	Shares		Value (000)
Investment Company (0.4%)
Thailand (0.4%)
BTS Rail Mass Transit Growth Infrastructure Fund (Foreign) (Units) (d) (Cost $1,116)		3,056,064	$	1,095
Short-Term Investment (2.1%)
Securities held as Collateral on Loaned Securities (2.1%)
Investment Company (2.1%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note H) (Cost $5,726)		5,726,099		5,726
Total Investments (100.2%) (Cost $228,557) including $8,687 of Securities Loaned (e)(f)(g)				266,716
Liabilities in Excess of Other Assets (-0.2%)				(607	)
Net Assets (100.0%)			$	266,109

(a) Non-income producing security.

(b) All or a portion of this security was on loan at June 30, 2016.

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

(e) Securities are available for collateral in connection with an open foreign currency forward exchange contract.

(f) The approximate fair value and percentage of net assets, $203,485,000 and 76.5%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(g) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $54,763,000 and the aggregate gross unrealized depreciation is approximately $16,604,000 resulting in net unrealized appreciation of approximately $38,159,000.

ADR American Depositary Receipt.

GDR Global Depositary Receipt.

NVDR Non-Voting Depositary Receipt.

PJSC Public Joint Stock Company.

Foreign Currency Forward Exchange Contract:

The Portfolio had the following foreign currency forward exchange contract open at June 30, 2016:

Counterparty

Contracts to
Deliver
(000)

In Exchange
For
(000)

Delivery Date

Unrealized
Appreciation
(000)

UBS AG

EUR

4,904

5,540

7/21/16

EUR — Euro

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		72.1	%
Banks		18.6
Internet Software & Services		9.3
Total Investments		100.0	%***

* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2016.

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

*** Does not include an open foreign currency forward exchange contract with unrealized appreciation of approximately $94,000.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Emerging Markets Equity Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $222,831)	$	260,990
Investment in Security of Affiliated Issuer, at Value (Cost $5,726)		5,726
Total Investments in Securities, at Value (Cost $228,557)		266,716
Foreign Currency, at Value (Cost $1,077)		1,122
Receivable for Investments Sold		4,778
Dividends Receivable		1,355
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		94
Receivable for Portfolio Shares Sold		86
Tax Reclaim Receivable		57
Other Assets		38
Total Assets		274,246
Liabilities:
Collateral on Securities Loaned, at Value		5,726
Payable for Investments Purchased		632
Payable for Advisory Fees		608
Payable for Portfolio Shares Redeemed		531
Deferred Capital Gain Country Tax		292
Payable for Custodian Fees		135
Payable for Servicing Fees		115
Payable for Professional Fees		28
Payable for Administration Fees		17
Payable for Directors' Fees and Expenses		4
Payable for Transfer Agency Fees		3
Payable for Distribution Fees — Class II Shares		1
Other Liabilities		45
Total Liabilities		8,137
NET ASSETS	$	266,109
Net Assets Consist of:
Paid-in-Capital	$	276,353
Accumulated Undistributed Net Investment Income		602
Accumulated Net Realized Loss		(48,857	)
Unrealized Appreciation (Depreciation) on:
Investments (Net of $287 of Deferred Capital Gain Country Tax)		37,872
Foreign Currency Forward Exchange Contracts		94
Foreign Currency Translations		45
Net Assets	$	266,109
CLASS I:
Net Assets	$	187,965
Net Asset Value, Offering and Redemption Price Per Share Applicable to 14,295,688 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	13.15
CLASS II:
Net Assets	$	78,144
Net Asset Value, Offering and Redemption Price Per Share Applicable to 5,961,734 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	13.11
⁽¹⁾Including:
Securities on Loan, at Value:	$	8,687

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Emerging Markets Equity Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $474 of Foreign Taxes Withheld)	$	3,609
Income from Securities Loaned — Net		32
Dividends from Security of Affiliated Issuer (Note H)		7
Total Investment Income		3,648
Expenses:
Advisory Fees (Note B)		1,264
Servicing Fees (Note D)		211
Custodian Fees (Note G)		196
Administration Fees (Note C)		106
Distribution Fees — Class II Shares (Note E)		91
Professional Fees		56
Shareholder Reporting Fees		19
Transfer Agency Fees (Note F)		8
Pricing Fees		7
Directors' Fees and Expenses		4
Other Expenses		12
Total Expenses		1,974
Waiver of Advisory Fees (Note B)		(87	)
Distribution Fees — Class II Shares Waived (Note E)		(73	)
Rebate from Morgan Stanley Affiliate (Note H)		(2	)
Net Expenses		1,812
Net Investment Income		1,836
Realized Gain (Loss):
Investments Sold (Net of $2 of Capital Gain Country Tax)		(7,531	)
Foreign Currency Forward Exchange Contracts		(186	)
Foreign Currency Transactions		160
Net Realized Loss		(7,557	)
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $287)		22,939
Foreign Currency Forward Exchange Contracts		53
Foreign Currency Translations		53
Net Change in Unrealized Appreciation (Depreciation)		23,045
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		15,488
Net Increase in Net Assets Resulting from Operations	$	17,324

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Emerging Markets Equity Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,836		$	1,758
Net Realized Loss		(7,557	)		(16,357	)
Net Change in Unrealized Appreciation (Depreciation)		23,045			(17,606	)
Net Increase (Decrease) in Net Assets Resulting from Operations		17,324			(32,205	)
Distributions from and/or in Excess of:
Class I:
Net Investment Income		(925	)		(1,943	)
Class II:
Net Investment Income		(342	)		(640	)
Total Distributions		(1,267	)		(2,583	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		9,079			20,395
Distributions Reinvested		925			1,943
Redeemed		(37,729	)		(61,193	)
Class II:
Subscribed		7,814			14,995
Distributions Reinvested		342			640
Redeemed		(7,736	)		(20,690	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(27,305	)		(43,910	)
Total Decrease in Net Assets		(11,248	)		(78,698	)
Net Assets:
Beginning of Period		277,357			356,055
End of Period (Including Accumulated Undistributed Net Investment Income of $602 and $33)	$	266,109		$	277,357
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		745			1,462
Shares Issued on Distributions Reinvested		70			133
Shares Redeemed		(2,991	)		(4,308	)
Net Decrease in Class I Shares Outstanding		(2,176	)		(2,713	)
Class II:
Shares Subscribed		625			1,082
Shares Issued on Distributions Reinvested		26			44
Shares Redeemed		(629	)		(1,500	)
Net Increase (Decrease) in Class II Shares Outstanding		22			(374	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Emerging Markets Equity Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	12.39		$	13.98		$	14.69		$	15.03		$	12.53		$	15.38
Income (Loss) from Investment Operations:
Net Investment Income†		0.09			0.08			0.08			0.08			0.08			0.11
Net Realized and Unrealized Gain (Loss)		0.73			(1.56	)		(0.73	)		(0.24	)		2.42			(2.90	)
Total from Investment Operations		0.82			(1.48	)		(0.65	)		(0.16	)		2.50			(2.79	)
Distributions from and/or in Excess of:
Net Investment Income		(0.06	)		(0.11	)		(0.06	)		(0.18	)		—			(0.06	)
Net Asset Value, End of Period	$	13.15		$	12.39		$	13.98		$	14.69		$	15.03		$	12.53
Total Return ++		6.66	%#		(10.69	)%		(4.49	)%		(1.02	)%		19.95	%		(18.22	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	187,965		$	204,032		$	268,121		$	271,285		$	302,315		$	423,692
Ratio of Expenses to Average Net Assets⁽¹⁾		1.35	%+*		1.40	%+^^		1.42	%+^		1.41	%+^		1.44	%+^		1.56	%+^
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			N/A			1.44	%+		N/A
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		1.39	%+*		0.55	%+		0.53	%+		0.57	%+		0.56	%+		0.80	%+
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		17	%#		38	%		45	%		48	%		46	%		57	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.42	%*		1.64	%		1.70	%		1.71	%		1.65	%		1.60	%
Net Investment Income to Average Net Assets		1.32	%*		0.31	%		0.25	%		0.27	%		0.35	%		0.76	%

† Per share amount is based on average shares outstanding.

^ 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.

^^ Effective September 30, 2015, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.35% for Class I shares. Prior to September 30, 2015, the maximum ratio was 1.42% for Class I shares.

§ 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, 2016

Financial Highlights

Emerging Markets Equity Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	12.35		$	13.93		$	14.64		$	14.98		$	12.50		$	15.34
Income (Loss) from Investment Operations:
Net Investment Income†		0.08			0.07			0.07			0.08			0.07			0.11
Net Realized and Unrealized Gain (Loss)		0.74			(1.55	)		(0.73	)		(0.25	)		2.41			(2.90	)
Total from Investment Operations		0.82			(1.48	)		(0.66	)		(0.17	)		2.48			(2.79	)
Distributions from and/or in Excess of:
Net Investment Income		(0.06	)		(0.10	)		(0.05	)		(0.17	)		—			(0.05	)
Net Asset Value, End of Period	$	13.11		$	12.35		$	13.93		$	14.64		$	14.98		$	12.50
Total Return ++		6.62	%#		(10.71	)%		(4.55	)%		(1.10	)%		19.84	%		(18.24	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	78,144		$	73,325		$	87,934		$	101,815		$	124,551		$	360,059
Ratio of Expenses to Average Net Assets⁽¹⁾		1.40	%+*		1.45	%+^^		1.47	%+^		1.46	%+^		1.49	%+^		1.61	%+^
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			N/A			1.49	%+		N/A
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		1.34	%+*		0.50	%+		0.48	%+		0.52	%+		0.51	%+		0.75	%+
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		17	%#		38	%		45	%		48	%		46	%		57	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.67	%*		1.92	%		2.05	%		2.06	%		2.00	%		1.95	%
Net Investment Income (Loss) to Average Net Assets		1.07	%*		0.03	%		(0.10	)%		(0.08	)%		(0.00	)%§		0.41	%

† Per share amount is based on average shares outstanding.

^ 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.

^^ Effective September 30, 2015, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.40% for Class II shares. Prior to September 30, 2015, the maximum ratio was 1.47% for Class II 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, 2016 (unaudited)

Notes to Financial Statements

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.

Effective June 30, 2016, Morgan Stanley Investment Management Limited is no longer a Sub-Adviser to the Portfolio.

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.

trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	—	$	1,692	$	—	$	1,692
Airlines		973		—		—		973
Auto Components		—		1,170		—		1,170
Automobiles		—		3,628		—		3,628
Banks		18,334		30,312		—		48,646
Beverages		4,742		—		—		4,742
Biotechnology		—		795		—		795

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Chemicals	$	1,261	$	1,864	$	—	$	3,125
Construction & Engineering		—		4,778		—		4,778
Construction Materials		3,378		4,783		—		8,161
Consumer Finance		—		4,126		—		4,126
Diversified Consumer Services		1,604		—		—		1,604
Diversified Financial Services		1,348		3,754		—		5,102
Diversified Telecommunication Services		—		2,006		—		2,006
Electric Utilities		—		1,752		—		1,752
Electronic Equipment, Instruments & Components		—		4,265		—		4,265
Food & Staples Retailing		2,810		5,366		—		8,176
Food Products		3,194		5,213		—		8,407
Health Care Providers & Services		—		1,303		—		1,303
Hotels, Restaurants & Leisure		2,863		1,805		—		4,668
Household Durables		—		7,425		—		7,425
Independent Power Producers & Energy Traders		—		513		—		513
Industrial Conglomerates		1,384		6,953		—		8,337
Insurance		—		8,224		—		8,224
Internet & Catalog Retail		1,280		—		—		1,280
Internet Software & Services		8,282		16,007		—		24,289
Machinery		—		3,996		—		3,996
Media		—		8,285		—		8,285
Metals & Mining		1,587		1,967		—		3,554
Multi-Line Retail		2,818		2,778		—		5,596
Oil, Gas & Consumable Fuels		1,647		6,796		—		8,443
Paper & Forest Products		—		2,091		—		2,091
Personal Products		—		5,212		—		5,212
Pharmaceuticals		—		2,068		—		2,068
Professional Services		—		1,776		—		1,776
Real Estate Management & Development		—		4,370		—		4,370
Road & Rail		—		332		—		332
Semiconductors & Semiconductor Equipment		—		9,116		—		9,116
Software		—		1,462		—		1,462
Specialty Retail		—		521		—		521
Tech Hardware, Storage & Peripherals		—		11,983		—		11,983
Textiles, Apparel & Luxury Goods		—		8,389		—		8,389
Transportation Infrastructure		—		2,445		—		2,445

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)
Wireless Telecommunication Services	$	—	$	11,069	$	—	$	11,069
Total Common Stocks		57,505		202,390		—		259,895
Investment Company		—		1,095		—		1,095
Short-Term Investment
Investment Company		5,726		—		—		5,726
Foreign Currency Forward Exchange Contract		—		94		—		94
Total Assets	$	63,231	$	203,579	$	—	$	266,810

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, 2016, securities with a total value of approximately $3,594,000 transferred from Level 1 to Level 2. Securities that were valued using unadjusted quoted prices at December 31, 2015 were valued using other significant observable inputs at June 30, 2016. As of June 30, 2016, securities with a total value of approximately $18,113,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2015 were valued using unadjusted quoted prices at June 30, 2016. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

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

	Common Stock (000)
Beginning Balance	$	1,090
Purchases		—
Sales		(696	)
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		(32	)
Realized gains (losses)		(362	)
Ending Balance	$	—
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2016	$	(32	)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

— 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.

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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:

The following tables set forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2016.

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

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$(186)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$53

At June 30, 2016, 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 Contract					$94				$—

(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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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, 2016.

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	$	94	$	—	$	—	$	94

For the six months ended June 30, 2016, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount				$	6,871,000

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.

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, 2016.

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)
$	8,687	(b)	$	—	$	(8,687	)(c)(d)	$	0

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

(c) The Portfolio received cash collateral of approximately $5,726,000, which was subsequently invested in Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $3,061,000 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

other similar transactions that are accounted for as secured borrowing.

	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Common Stocks	$	5,726	$	—	$	—	$	—	$	5,726
Total Borrowings	$	5,726	$	—	$	—	$	—	$	5,726
Gross amount of recognized liabilities for securities lending transactions									$	5,726

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.

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 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
	0.95	%			0.85	%			0.80	%			0.75	%

For the six months ended June 30, 2016, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.88% 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 1.35% for Class I shares and 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 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, 2016, approximately $87,000 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

E. Distribution Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and Sub-Advisers 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 0.25% of the Portfolio's average daily net assets attributable to Class II shares. 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 or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action is appropriate. For the six months ended June 30, 2016, this waiver amounted to approximately $73,000.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $43,613,000 and $69,515,000, respectively. There were no purchases and sales

of long-term U.S. Government securities for the six months ended June 30, 2016.

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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	9,417			$	37,778			$	41,469			$	7			$	5,726

During the six months ended June 30, 2016, the Portfolio incurred approximately $1,000 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,583	$	—	$	1,403	$	—

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, 2015:

Accumulated Undistributed Net Investment Income (000)				Accumulated Net Realized Loss (000)				Paid-in- Capital (000)
$	48			$	(48	)		$	—

At December 31, 2015, 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)
$	1,267			$	—

At December 31, 2015, the Portfolio had available for Federal income tax purposes unused short-term and long-term capital losses of approximately $10,652,000 and $5,793,000, respectively, that do not have an expiration date.

In addition, at December 31, 2015, 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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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-Adviser (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-Adviser 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 Broadridge Financial Solutions, Inc. ("Broadridge").

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 Broadridge, 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, 2015, 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 Broadridge. 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 and total expense ratio were higher than but close to its peer group averages and the actual management fee 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 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

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

Other Factors and Current Trends

General Conclusion

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2010 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

W. Allen Reed

Fergus Reid

Adviser and Administrator

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

Sub-Adviser

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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
1555339 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		4
Statement of Operations		5
Statements of Changes in Net Assets		6
Financial Highlights		7
Notes to Financial Statements		8
Investment Advisory Agreement Approval		14
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

				Beginning Account Value 1/1/16				Actual Ending Account Value 6/30/16				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			$	1,067.50			$	1,018.90			$	6.17			$	6.02				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 182/366 (to reflect the most recent one-half year period).

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Global Franchise Portfolio

	Shares		Value (000)
Common Stocks (98.1%)
France (9.5%)
L'Oreal SA		16,093	$	3,078
Pernod Ricard SA		9,897		1,103
				4,181
Germany (2.5%)
SAP SE		14,656		1,095
Italy (1.0%)
Davide Campari-Milano SpA		45,485		451
Japan (2.5%)
Japan Tobacco, Inc.		27,700		1,110
Netherlands (0.9%)
RELX N.V.		22,374		390
Switzerland (4.8%)
Nestle SA (Registered)		27,577		2,127
United Kingdom (25.6%)
British American Tobacco PLC		53,267		3,466
Experian PLC		46,468		883
Reckitt Benckiser Group PLC		35,617		3,583
RELX PLC		32,385		597
Unilever PLC		57,769		2,771
				11,300
United States (51.3%)
Accenture PLC, Class A		17,277		1,957
Altria Group, Inc.		30,869		2,129
Automatic Data Processing, Inc.		15,110		1,388
Coca-Cola Co.		14,488		657
International Flavors & Fragrances, Inc.		6,535		824
Intuit, Inc.		5,233		584
Microsoft Corp.		58,999		3,019
Mondelez International, Inc., Class A		25,712		1,170
Moody's Corp.		4,205		394
NIKE, Inc., Class B		22,551		1,245
Philip Morris International, Inc.		12,433		1,265
Reynolds American, Inc.		39,589		2,135
Time Warner, Inc.		12,586		925
Twenty-First Century Fox, Inc., Class A		29,887		808
Twenty-First Century Fox, Inc., Class B		36,982		1,008
Visa, Inc., Class A		23,900		1,773
Walt Disney Co. (The)		14,061		1,375
				22,656
Total Common Stocks (Cost $28,099)				43,310

	Shares		Value (000)
Short-Term Investment (1.3%)
Investment Company (1.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H) (Cost $566)		565,975	$	566
Total Investments (99.4%) (Cost $28,665) (a)(b)				43,876
Other Assets in Excess of Liabilities (0.6%)				270
Net Assets (100.0%)			$	44,146

(a) The approximate fair value and percentage of net assets, $20,654,000 and 46.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(b) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $15,558,000 and the aggregate gross unrealized depreciation is approximately $347,000 resulting in net unrealized appreciation of approximately $15,211,000.

Portfolio Composition

Classification	Percentage of Total Investments
Tobacco		23.0	%
Personal Products		13.3
Information Technology Services		11.7
Media		11.6
Software		10.7
Other*		8.9
Household Products		8.2
Food Products		7.5
Beverages		5.1
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.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Global Franchise Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $28,099)	$	43,310
Investment in Security of Affiliated Issuer, at Value (Cost $566)		566
Total Investments in Securities, at Value (Cost $28,665)		43,876
Receivable for Investments Sold		308
Dividends Receivable		99
Tax Reclaim Receivable		90
Receivable from Affiliate		—	@
Receivable for Portfolio Shares Sold		—	@
Other Assets		14
Total Assets		44,387
Liabilities:
Payable for Investments Purchased		105
Payable for Advisory Fees		46
Payable for Servicing Fees		24
Payable for Professional Fees		21
Payable for Custodian Fees		14
Payable for Portfolio Shares Redeemed		10
Payable for Distribution Fees — Class II Shares		9
Payable for Administration Fees		3
Payable for Transfer Agency Fees		1
Other Liabilities		8
Total Liabilities		241
NET ASSETS	$	44,146
Net Assets Consist of:
Paid-in-Capital	$	26,483
Undistributed Net Investment Income		362
Accumulated Net Realized Gain		2,095
Unrealized Appreciation (Depreciation) on:
Investments		15,211
Foreign Currency Translations		(5	)
Net Assets	$	44,146
CLASS II:
Net Asset Value, Offering and Redemption Price Per Share Applicable to 3,449,977 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	12.80

@ Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Global Franchise Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $30 of Foreign Taxes Withheld)	$	627
Dividends from Security of Affiliated Issuer (Note H)		1
Total Investment Income		628
Expenses:
Advisory Fees (Note B)		175
Distribution Fees — Class II Shares (Note E)		55
Professional Fees		45
Servicing Fees (Note D)		30
Administration Fees (Note C)		17
Custodian Fees (Note G)		16
Shareholder Reporting Fees		5
Pricing Fees		3
Transfer Agency Fees (Note F)		1
Directors' Fees and Expenses		1
Other Expenses		7
Total Expenses		355
Waiver of Advisory Fees (Note B)		(92	)
Rebate from Morgan Stanley Affiliate (Note H)		(1	)
Net Expenses		262
Net Investment Income		366
Realized Gain (Loss):
Investments Sold		2,173
Foreign Currency Transactions		(3	)
Net Realized Gain		2,170
Change in Unrealized Appreciation (Depreciation):
Investments		300
Foreign Currency Translations		1
Net Change in Unrealized Appreciation (Depreciation)		301
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		2,471
Net Increase in Net Assets Resulting from Operations	$	2,837

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Global Franchise Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	366		$	621
Net Realized Gain		2,170			5,774
Net Change in Unrealized Appreciation (Depreciation)		301			(3,293	)
Net Increase in Net Assets Resulting from Operations		2,837			3,102
Distributions from and/or in Excess of:
Class II:
Net Investment Income		(612	)		(1,019	)
Net Realized Gain		(5,783	)		(7,707	)
Total Distributions		(6,395	)		(8,726	)
Capital Share Transactions:⁽¹⁾
Class II:
Subscribed		702			871
Distributions Reinvested		6,395			8,726
Redeemed		(5,066	)		(11,647	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		2,031			(2,050	)
Total Decrease in Net Assets		(1,527	)		(7,674	)
Net Assets:
Beginning of Period		45,673			53,347
End of Period (Including Undistributed Net Investment Income and Accumulated Undistributed Net Investment Income of $362 and $608, respectively)	$	44,146		$	45,673
⁽¹⁾Capital Share Transactions:
Class II:
Shares Subscribed		49			60
Shares Issued on Distributions Reinvested		500			634
Shares Redeemed		(357	)		(762	)
Net Increase (Decrease) in Class II Shares Outstanding		192			(68	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Global Franchise Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	14.02		$	16.04		$	18.31		$	17.26		$	15.78		$	14.93
Income from Investment Operations:
Net Investment Income†		0.12			0.19			0.30			0.25			0.38			0.30
Net Realized and Unrealized Gain		0.83			0.76			0.57			2.93			2.04			1.08
Total from Investment Operations		0.95			0.95			0.87			3.18			2.42			1.38
Distributions from and/or in Excess of:
Net Investment Income		(0.21	)		(0.35	)		(0.39	)		(0.50	)		(0.38	)		(0.53	)
Net Realized Gain		(1.96	)		(2.62	)		(2.75	)		(1.63	)		(0.56	)		—
Total Distributions		(2.17	)		(2.97	)		(3.14	)		(2.13	)		(0.94	)		(0.53	)
Net Asset Value, End of Period	$	12.80		$	14.02		$	16.04		$	18.31		$	17.26		$	15.78
Total Return ++		6.75	%#		6.20	%		4.51	%		19.66	%		15.59	%		9.05	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	44,146		$	45,673		$	53,347		$	67,209		$	74,190		$	83,564
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⁾		1.67	%+*		1.25	%+		1.73	%+		1.66	%+		2.27	%+		1.91	%+
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	%#		26	%		20	%		17	%		21	%		19	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.62	%*		1.65	%		1.66	%		1.63	%		1.57	%		1.54	%
Net Investment Income to Average Net Assets		1.25	%*		0.80	%		1.27	%		1.23	%		1.90	%		1.57	%

† Per share amount is based on average shares outstanding.

§ Amount is less than 0.005%.

# Not Annualized.

* Annualized.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements

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. 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.

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), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An

unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	657	$	1,554	$	—	$	2,211
Chemicals		824		—		—		824
Diversified Financial Services		394		—		—		394
Food Products		1,170		2,127		—		3,297
Household Products		—		3,583		—		3,583
Information Technology Services		5,118		—		—		5,118
Media		4,116		987		—		5,103
Personal Products		—		5,849		—		5,849
Professional Services		—		883		—		883
Software		3,603		1,095		—		4,698
Textiles, Apparel & Luxury Goods		1,245		—		—		1,245
Tobacco		5,529		4,576		—		10,105
Total Common Stocks		22,656		20,654		—		43,310
Short-Term Investment
Investment Company		566		—		—		566
Total Assets	$	23,222	$	20,654	$	—	$	43,876

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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, 2016, the Portfolio did not have any investments transfer between investment levels. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

— 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.

(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.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.

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

For the six months ended June 30, 2016, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.38% 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 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, 2016, approximately $92,000 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.

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.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio,

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

other than long-term U.S. Government securities and short-term investments, were approximately $5,892,000 and $10,079,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	567			$	4,749			$	4,750			$	1			$	566

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,088	$	7,638	$	1,365	$	8,542

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, 2015:

Accumulated Undistributed Net Investment Income (000)				Accumulated Undistributed Net Realized Gain (000)				Paid-in- Capital (000)
$	(11	)		$	11			$	—

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

At December 31, 2015, 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)
$	612			$	5,783

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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 Broadridge Financial Solutions, Inc. ("Broadridge").

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 Broadridge, 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, 2015, 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 Broadridge. 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 and total expense ratio were higher than but close to its peer group averages and the actual management fee was lower than 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 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

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

Other Factors and Current Trends

General Conclusion

(This page has been left blank intentionally.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1555344 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
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
Investment Advisory Agreement Approval		16
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

				Beginning Account Value 1/1/16				Actual Ending Account Value 6/30/16				Hypothetical Ending Account Value				Actual Expenses Paid During Period*				Hypothetical Expenses Paid During Period*				Net Expense Ratio During Period**
Global Real Estate Portfolio Class II				$	1,000.00			$	1,067.00			$	1,017.90			$	7.19			$	7.02				1.40	%

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Global Real Estate Portfolio

	Shares		Value (000)
Common Stocks (98.1%)
Australia (5.1%)
Dexus Property Group REIT		33,479	$	226
Goodman Group REIT		130,500		696
GPT Group REIT		127,452		516
Investa Office Fund REIT		29,408		94
Mirvac Group REIT		150,983		228
Scentre Group REIT		347,635		1,279
Shopping Centres Australasia Property Group REIT		19,101		33
Stockland REIT		114,577		403
Vicinity Centres REIT		77,436		193
Westfield Corp. REIT		136,212		1,085
				4,753
Austria (0.1%)
Atrium European Real Estate Ltd. (a)		25,786		111
BUWOG AG (a)		883		20
				131
Brazil (0.0%)
BR Properties SA		5,269		12
Canada (2.2%)
Boardwalk REIT		9,194		410
Brookfield Canada Office Properties REIT		10,695		238
Crombie Real Estate Investment Trust REIT		11,105		132
Dream Office Real Estate Investment Trust REIT		9,120		131
Extendicare, Inc.		16,840		106
First Capital Realty, Inc.		17,962		308
RioCan REIT		26,537		602
Smart Real Estate Investment Trust REIT		4,007		118
				2,045
China (0.5%)
China Overseas Land & Investment Ltd. (b)		48,000		153
China Resources Land Ltd. (b)		10,000		23
Global Logistic Properties Ltd.		182,900		247
				423
Finland (0.4%)
Citycon Oyj		157,137		358
France (2.7%)
Fonciere Des Regions REIT		1,503		134
Gecina SA REIT		2,791		382
ICADE REIT		4,452		317
Klepierre REIT		10,723		478
Unibail-Rodamco SE REIT		4,788		1,254
				2,565
Germany (1.4%)
ADO Properties SA (c)		1,386		53
Alstria Office AG REIT (a)		1,992		27
Deutsche Euroshop AG		1,154		53
Deutsche Wohnen AG		12,160		413
LEG Immobilien AG (a)		571		53
Vonovia SE		18,955		692
				1,291

	Shares		Value (000)
Hong Kong (10.2%)
Cheung Kong Property Holdings Ltd.		189,500	$	1,193
Hang Lung Properties Ltd.		65,000		132
Henderson Land Development Co., Ltd.		75,394		427
Hongkong Land Holdings Ltd.		258,200		1,578
Hysan Development Co., Ltd.		210,921		941
Kerry Properties Ltd.		35,699		88
Link REIT		125,164		856
New World Development Co., Ltd.		321,031		326
Sino Land Co., Ltd.		43,085		71
Sun Hung Kai Properties Ltd.		207,893		2,505
Swire Properties Ltd.		311,900		830
Wharf Holdings Ltd. (The)		93,816		574
				9,521
Ireland (0.5%)
Green REIT PLC		141,294		219
Hibernia REIT PLC		191,178		285
				504
Italy (0.0%)
Beni Stabili SpA REIT (a)		40,906		25
Japan (10.6%)
Activia Properties, Inc. REIT		49		259
Advance Residence Investment Corp. REIT		50		134
Aeon Mall Co., Ltd.		1,900		25
Daiwa Office Investment Corp. REIT		20		118
Frontier Real Estate Investment Corp. REIT		9		47
GLP J-REIT		155		196
Hulic Co., Ltd.		14,300		150
Hulic REIT, Inc.		25		45
Invincible Investment Corp. REIT		142		89
Japan Hotel REIT Investment Corp. REIT		31		26
Japan Prime Realty Investment Corp. REIT		9		39
Japan Real Estate Investment Corp. REIT		89		548
Japan Retail Fund Investment Corp. REIT		118		300
Kenedix Office Investment Corp. REIT		13		77
Mitsubishi Estate Co., Ltd.		113,000		2,066
Mitsui Fudosan Co., Ltd.		87,000		1,986
Mori Hills Investment Corp. REIT		90		141
Mori Trust Sogo Reit, Inc. REIT		76		144
Nippon Building Fund, Inc. REIT		117		719
Nippon Prologis, Inc. REIT		118		287
Nomura Real Estate Master Fund, Inc. REIT		344		544
Orix, Inc. J-REIT		127		218
Premier Investment Corp. REIT		11		14
Sumitomo Realty & Development Co., Ltd.		44,000		1,187
Tokyo Tatemono Co., Ltd.		2,100		25
Tokyu, Inc. REIT		10		14
Top REIT, Inc. REIT		6		24
United Urban Investment Corp. REIT		263		472
				9,894
Malta (0.0%)
BGP Holdings PLC (a)(d)(e)		5,886,464		—

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Real Estate Portfolio

	Shares		Value (000)
Netherlands (0.6%)
Eurocommercial Properties N.V. CVA REIT		6,999	$	300
Vastned Retail N.V. REIT		900		36
Wereldhave N.V. REIT		4,861		221
				557
Norway (0.4%)
Entra ASA (c)		34,193		323
Norwegian Property ASA		35,401		39
				362
Singapore (1.0%)
Ascendas Real Estate Investment Trust REIT		57,900		107
CapitaLand Commercial Trust Ltd. REIT		79,100		87
CapitaLand Ltd.		82,300		189
CapitaLand Mall Trust REIT		121,200		192
Mapletree Logistics Trust REIT		162,400		121
Suntec REIT		32,500		43
UOL Group Ltd.		36,429		149
				888
Spain (0.2%)
Hispania Activos Inmobiliarios SAU REIT		573		7
Inmobiliaria Colonial SA		110,708		80
Merlin Properties Socimi SA REIT		12,751		135
				222
Sweden (0.7%)
Atrium Ljungberg AB, Class B		7,261		117
Castellum AB		13,942		199
Fabege AB		2,173		37
Hufvudstaden AB, Class A		19,158		300
				653
Switzerland (0.7%)
Mobimo Holding AG (Registered) (a)		47		11
PSP Swiss Property AG (Registered)		5,703		552
Swiss Prime Site AG (Registered) (a)		763		69
				632
United Kingdom (6.2%)
British Land Co., PLC REIT		147,680		1,223
Capital & Regional PLC REIT		165,560		116
Derwent London PLC REIT		16,678		588
Great Portland Estates PLC REIT		64,451		540
Hammerson PLC REIT		65,558		479
Helical Bar PLC		7,131		27
Intu Properties PLC REIT		88,286		345
Kennedy Wilson Europe Real Estate Plc		6,667		86
Land Securities Group PLC REIT		100,104		1,417
LXB Retail Properties PLC (a)		137,376		115
Segro PLC REIT		42,259		237
Shaftesbury PLC REIT		4,639		55
ST Modwen Properties PLC		48,223		173
Unite Group PLC		9,938		82
Urban & Civic PLC		63,378		177
Workspace Group PLC REIT		8,684		81
				5,741

	Shares		Value (000)
United States (54.6%)
Acadia Realty Trust REIT		4,761	$	169
American Homes 4 Rent, Class A REIT		4,350		89
Apartment Investment & Management Co., Class A REIT		18,215		804
AvalonBay Communities, Inc. REIT		15,260		2,753
Boston Properties, Inc. REIT		20,969		2,766
Brixmor Property Group, Inc. REIT		10,981		291
Camden Property Trust REIT		17,823		1,576
CBL & Associates Properties, Inc. REIT		2,069		19
Chesapeake Lodging Trust REIT		17,861		415
Corporate Office Properties Trust REIT		4,123		122
Cousins Properties, Inc. REIT		31,955		332
CubeSmart REIT		8,939		276
DCT Industrial Trust, Inc. REIT		2,125		102
DDR Corp. REIT		12,468		226
Douglas Emmett, Inc. REIT		19,378		688
Duke Realty Corp. REIT		29,041		774
Equity Lifestyle Properties, Inc. REIT		3,544		284
Equity One, Inc. REIT		5,700		184
Equity Residential REIT		53,496		3,685
Essex Property Trust, Inc. REIT		5,192		1,184
Gaming and Leisure Properties, Inc. REIT		8,915		307
General Growth Properties, Inc. REIT		72,408		2,159
HCP, Inc. REIT		4,603		163
Healthcare Realty Trust, Inc. REIT		10,748		376
Hilton Worldwide Holdings, Inc.		28,087		633
Host Hotels & Resorts, Inc. REIT		147,341		2,388
Hudson Pacific Properties, Inc. REIT		28,840		842
Kimco Realty Corp. REIT		38,362		1,204
LaSalle Hotel Properties REIT		50,263		1,185
Lexington Realty Trust REIT		3,310		34
Liberty Property Trust REIT		10,129		402
Mack-Cali Realty Corp. REIT		4,982		135
Mid-America Apartment Communities, Inc. REIT		232		25
National Retail Properties, Inc. REIT		15,824		818
Omega Healthcare Investors, Inc. REIT		12,639		429
Paramount Group, Inc. REIT		12,359		197
Post Properties, Inc. REIT		2,037		124
ProLogis, Inc. REIT		19,569		960
Public Storage REIT		8,792		2,247
QTS Realty Trust, Inc., Class A REIT		4,180		234
Realty Income Corp. REIT		236		16
Regency Centers Corp. REIT		22,954		1,922
Rexford Industrial Realty, Inc. REIT		10,118		213
Senior Housing Properties Trust REIT		16,264		339
Simon Property Group, Inc. REIT		34,530		7,490
Sovran Self Storage, Inc. REIT		5,131		538
Spirit Realty Capital, Inc. REIT		9,250		118
STORE Capital Corp. REIT		12,826		378
Sunstone Hotel Investors, Inc. REIT		16,191		195
Tanger Factory Outlet Centers, Inc. REIT		29,315		1,178
Taubman Centers, Inc. REIT		5,839		433

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Real Estate Portfolio

	Shares		Value (000)
United States (cont'd)
Ventas, Inc. REIT		20,045	$	1,460
Vornado Realty Trust REIT		38,319		3,837
Welltower, Inc. REIT		14,040		1,070
WP GLIMCHER, Inc. REIT		457		5
Xenia Hotels & Resorts, Inc. REIT		14,307		240
				51,033
Total Common Stocks (Cost $66,229)				91,610
Short-Term Investment (1.2%)
Investment Company (1.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note H) (Cost $1,159)		1,159,115		1,159
Total Investments (99.3%) (Cost $67,388) (f)(g)				92,769
Other Assets in Excess of Liabilities (0.7%)				621
Net Assets (100.0%)			$	93,390

(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, 2016.

(e) At June 30, 2016, 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.

(f) The approximate fair value and percentage of net assets, $38,520,000 and 41.2%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(g) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $27,027,000 and the aggregate gross unrealized depreciation is approximately $1,646,000 resulting in net unrealized appreciation of approximately $25,381,000.

CVA Certificaten Van Aandelen.

REIT Real Estate Investment Trust.

Portfolio Composition

Classification	Percentage of Total Investments
Retail		27.6	%
Diversified		27.6
Other*		13.8
Residential		13.5
Office		12.0
Lodging/Resorts		5.5
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, 2016 (unaudited)

Global Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $66,229)	$	91,610
Investment in Security of Affiliated Issuer, at Value (Cost $1,159)		1,159
Total Investments in Securities, at Value (Cost $67,388)		92,769
Foreign Currency, at Value (Cost $355)		350
Receivable for Investments Sold		749
Dividends Receivable		293
Tax Reclaim Receivable		22
Receivable for Portfolio Shares Sold		18
Receivable from Affiliate		—	@
Other Assets		18
Total Assets		94,219
Liabilities:
Payable for Investments Purchased		323
Payable for Portfolio Shares Redeemed		203
Payable for Advisory Fees		154
Payable for Custodian Fees		48
Payable for Servicing Fees		30
Payable for Professional Fees		22
Payable for Distribution Fees — Class II Shares		19
Payable for Administration Fees		6
Payable for Transfer Agency Fees		1
Other Liabilities		23
Total Liabilities		829
NET ASSETS	$	93,390
Net Assets Consist of:
Paid-in-Capital	$	167,237
Accumulated Undistributed Net Investment Income		428
Accumulated Net Realized Loss		(99,649	)
Unrealized Appreciation (Depreciation) on:
Investments		25,381
Foreign Currency Translations		(7	)
Net Assets	$	93,390
CLASS II:
Net Asset Value, Offering and Redemption Price Per Share Applicable to 8,714,492 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.72

@ 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, 2016 (unaudited)

Global Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $63 of Foreign Taxes Withheld)	$	2,063
Dividends from Security of Affiliated Issuer (Note H)		1
Total Investment Income		2,064
Expenses:
Advisory Fees (Note B)		385
Distribution Fees — Class II Shares (Note E)		113
Servicing Fees (Note D)		77
Custodian Fees (Note G)		57
Professional Fees		43
Administration Fees (Note C)		36
Shareholder Reporting Fees		8
Pricing Fees		7
Transfer Agency Fees (Note F)		2
Directors' Fees and Expenses		2
Other Expenses		9
Total Expenses		739
Waiver of Advisory Fees (Note B)		(104	)
Rebate from Morgan Stanley Affiliate (Note H)		(1	)
Net Expenses		634
Net Investment Income		1,430
Realized Gain:
Investments Sold		263
Foreign Currency Transactions		17
Net Realized Gain		280
Change in Unrealized Appreciation (Depreciation):
Investments		4,052
Foreign Currency Translations		(5	)
Net Change in Unrealized Appreciation (Depreciation)		4,047
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		4,327
Net Increase in Net Assets Resulting from Operations	$	5,757

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Global Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,430		$	1,337
Net Realized Gain		280			5,064
Net Change in Unrealized Appreciation (Depreciation)		4,047			(7,738	)
Net Increase (Decrease) in Net Assets Resulting from Operations		5,757			(1,337	)
Distributions from and/or in Excess of:
Class II:
Net Investment Income		(1,228	)		(2,282	)
Capital Share Transactions:⁽¹⁾
Class II:
Subscribed		4,897			10,613
Distributions Reinvested		1,228			2,282
Redeemed		(12,148	)		(19,388	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(6,023	)		(6,493	)
Total Decrease in Net Assets		(1,494	)		(10,112	)
Net Assets:
Beginning of Period		94,884			104,996
End of Period (Including Accumulated Undistributed Net Investment Income of $428 and $226)	$	93,390		$	94,884
⁽¹⁾Capital Share Transactions:
Class II:
Shares Subscribed		474			1,009
Shares Issued on Distributions Reinvested		115			223
Shares Redeemed		(1,197	)		(1,847	)
Net Decrease in Class II Shares Outstanding		(608	)		(615	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Global Real Estate Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	10.18		$	10.57		$	9.35		$	9.46		$	7.32		$	8.40
Income (Loss) from Investment Operations:
Net Investment Income†		0.16			0.14			0.16			0.13			0.13			0.10
Net Realized and Unrealized Gain (Loss)		0.52			(0.29	)		1.13			0.12			2.06			(0.91	)
Total from Investment Operations		0.68			(0.15	)		1.29			0.25			2.19			(0.81	)
Distributions from and/or in Excess of:
Net Investment Income		(0.14	)		(0.24	)		(0.07	)		(0.36	)		(0.05	)		(0.27	)
Net Asset Value, End of Period	$	10.72		$	10.18		$	10.57		$	9.35		$	9.46		$	7.32
Total Return ++		6.70	%#		(1.42	)%		13.85	%		2.63	%		29.94	%		(10.15	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	93,390		$	94,884		$	104,996		$	96,717		$	96,914		$	79,317
Ratio of Expenses to Average Net Assets⁽¹⁾		1.40	%+*		1.40	%+		1.40	%+		1.40	%+		1.40	%+		1.40	%+
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		3.16	%+*		1.80	%+		1.54	%+		1.36	%+		1.56	%+		1.19	%+
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		13	%#		26	%		31	%		30	%		29	%		24	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.63	%*		1.67	%		1.72	%		1.69	%		1.71	%		1.67	%
Net Investment Income to Average Net Assets		2.93	%*		1.53	%		1.22	%		1.07	%		1.24	%		0.92	%

† Per share amount is based on average shares outstanding.

§ 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, 2016 (unaudited)

Notes to Financial Statements

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. 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.

obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 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.

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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	4,378	$	21,196	$	—	†	$	25,574	†
Health Care		3,943		—		—			3,943
Industrial		1,275		1,891		—			3,166
Lodging/Resorts		5,056		26		—			5,082
Mixed Industrial/Office		1,222		226		—			1,448
Office		5,451		5,682		—			11,133

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Residential	$	10,934	$	1,623	$	—		$	12,557
Retail		17,770		7,876		—			25,646
Self Storage		3,061		—		—			3,061
Total Common Stocks		53,090		38,520		—	†		91,610	†
Short-Term Investment
Investment Company		1,159		—		—			1,159
Total Assets	$	54,249	$	38,520	$	—	†	$	92,769	†

† 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, 2016, securities with a total value of approximately $12,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2015 were valued using unadjusted quoted prices at June 30, 2016. At December 31, 2015, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

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, 2016	$	—

† Includes one security which is valued at zero.

— 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

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 as-

sociated 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.

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 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, 2016, approximately $104,000 of advisory fees were waived pursuant to this arrangement.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

Street a portion of the fee the Administrator receives from the Portfolio.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $11,909,000 and $18,207,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	1,008			$	6,514			$	6,363			$	1			$	1,159

During the six months ended June 30, 2016, 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

currency and are accrued based on the value of investments denominated in such currency.

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,282	$	—	$	747	$	—

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, 2015:

Accumulated Undistributed Net Investment Income (000)				Accumulated Net Realized Loss (000)				Paid-in- Capital (000)
$	332			$	(332	)		$	—

At December 31, 2015, 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)
$	1,210			$	—

At December 31, 2015, the Portfolio had available for Federal income tax purposes unused capital losses which will expire on the indicated dates:

Amount (000)				Expiration
$	93,718			December 31, 2017

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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 Broadridge Financial Solutions, Inc. ("Broadridge").

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 Broadridge, 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, 2015, 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 Broadridge. 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 but close to its peer group average, the actual management fee was lower than its peer group average and the total expense ratio was higher than its peer group average. After discussion, the Board concluded that the Portfolio's (i) performance was acceptable; (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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

Profitability of the Adviser and Affiliates

Other Benefits of the Relationship

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

Other Factors and Current Trends

General Conclusion

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2010 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1555355 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Global Strategist 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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		27
Statement of Operations		28
Statements of Changes in Net Assets		29
Financial Highlights		30
Notes to Financial Statements		32
Investment Advisory Agreement Approval		45
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		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	$	1,025.80	$	1,020.49	$	4.43	$	4.42		0.88	%
Global Strategist Portfolio Class II		1,000.00		1,024.90		1,019.99		4.93		4.92		0.98

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Fixed Income Securities (42.3%)
Agency Adjustable Rate Mortgages (0.2%)
United States (0.2%)
Federal Home Loan Mortgage Corporation, Conventional Pool 2.54%, 7/1/45	$	115	$	119
Federal National Mortgage Association, Conventional Pool 2.63%, 12/1/45		200		206
Total Agency Adjustable Rate Mortgages (Cost $323)				325
Agency Fixed Rate Mortgages (3.6%)
United States (3.6%)
Federal Home Loan Mortgage Corporation, Gold Pools: 3.50%, 1/1/44 - 6/1/45		784		834
July TBA: 2.50%, 7/1/31 (a)		100		103
3.00%, 7/1/46 (a)		410		424
4.00%, 7/1/46 (a)		660		707
Federal National Mortgage Association, Conventional Pools: 3.00%, 5/1/30 - 4/1/45		425		447
3.50%, 4/1/29		145		154
4.00%, 11/1/41 - 1/1/46		801		867
4.50%, 3/1/41 - 11/1/44		384		423
5.00%, 1/1/41 - 3/1/41		174		195
6.00%, 1/1/38		35		40
6.50%, 8/1/38		5		6
July TBA: 3.50%, 7/1/46 (a)		100		105
Government National Mortgage Association, July TBA: 3.50%, 7/20/46 (a)		90		96
Various Pools: 3.50%, 12/15/43		203		218
4.00%, 7/15/44		97		105
Total Agency Fixed Rate Mortgages (Cost $4,646)				4,724
Asset-Backed Securities (0.3%)
United States (0.3%)
CVS Pass-Through Trust 6.04%, 12/10/28		172		196
Louisiana Public Facilities Authority 0.00%, 4/26/27 (b)		95		94
North Carolina State Education Assistance Authority 1.44%, 7/25/25 (b)		82		81
Total Asset-Backed Securities (Cost $348)				371

	Face Amount (000)		Value (000)
Collateralized Mortgage Obligations — Agency Collateral Series (0.3%)
United States (0.3%)
Federal Home Loan Mortgage Corporation, 2.36%, 7/25/22	$	99	$	103
2.40%, 6/25/22		245		254
Total Collateralized Mortgage Obligations — Agency Collateral Series (Cost $351)				357
Commercial Mortgage-Backed Securities (1.1%)
United States (1.1%)
COMM Mortgage Trust, 3.28%, 1/10/46		45		47
3.96%, 3/10/47		144		159
4.90%, 7/15/47 (b)(c)		100		79
Commercial Mortgage Pass-Through Certificates, 2.82%, 10/15/45		57		60
4.24%, 2/10/47 (b)		77		87
Extended Stay America Trust, 2.96%, 12/5/31 (c)		79		79
JPMBB Commercial Mortgage Securities Trust, 4.11%, 9/15/47 (b)(c)		100		80
4.71%, 9/15/47 (b)(c)		102		81
4.82%, 8/15/47 (b)(c)		144		119
UBS-Barclays Commercial Mortgage Trust, 3.53%, 5/10/63		40		43
Wells Fargo Commercial Mortgage Trust, 1.47%, 2/15/27 (b)(c)		199		199
3.94%, 8/15/50 (c)		245		194
WF-RBS Commercial Mortgage Trust, 3.99%, 5/15/47 (c)		150		111
4.14%, 10/15/57 (b)(c)		144		110
Total Commercial Mortgage-Backed Securities (Cost $1,513)				1,448
Corporate Bonds (9.8%)
Australia (0.6%)
Australia & New Zealand Banking Group Ltd., 4.88%, 1/12/21 (c)		100		113
5.13%, 9/10/19	EUR	100		127
BHP Billiton Finance USA Ltd., 3.85%, 9/30/23	$	70		76
Macquarie Bank Ltd., 6.63%, 4/7/21 (c)		85		98
Origin Energy Finance Ltd., 3.50%, 10/9/18 (c)		200		201
Telstra Corp., Ltd., 3.13%, 4/7/25 (c)		55		58
Transurban Finance Co., Pty Ltd., 4.13%, 2/2/26 (c)		70		75
Wesfarmers Ltd., 1.87%, 3/20/18 (c)		25		25
				773

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Corporate Bonds (cont'd)
Belgium (0.2%)
Anheuser-Busch InBev Finance, Inc., 3.70%, 2/1/24	$	125	$	135
4.70%, 2/1/36		75		84
				219
Canada (0.1%)
Brookfield Asset Management, Inc., 5.80%, 4/25/17		35		36
Goldcorp, Inc., 3.70%, 3/15/23		73		75
				111
China (0.3%)
Baidu, Inc., 3.25%, 8/6/18		225		231
Want Want China Finance Ltd., 1.88%, 5/14/18 (c)		200		200
				431
Colombia (0.1%)
Ecopetrol SA, 5.88%, 9/18/23		110		114
France (1.0%)
AXA SA, 3.94%, 11/7/24 (b)(d)	EUR	200		220
Banque Federative du Credit Mutuel SA, 2.00%, 9/19/19		200		235
BNP Paribas SA, 4.38%, 5/12/26 (c)	$	200		203
5.00%, 1/15/21		85		95
BPCE SA, 5.15%, 7/21/24 (c)		200		208
Credit Agricole Assurances SA, 4.25%, 1/13/25 (b)(d)	EUR	200		210
Electricite de France SA, 5.00%, 1/22/26 (b)(d)		100		105
TOTAL SA, 2.25%, 2/26/21 (b)(d)		100		108
				1,384
Germany (0.8%)
Bayer AG, 3.75%, 7/1/74 (b)		100		113
Daimler Finance North America LLC, 1.50%, 7/5/19 (c)	$	150		149
KFW, MTN 4.00%, 1/16/19	AUD	500		390
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen, 6.00%, 5/26/41 (b)	EUR	100		130
Vier Gas Transport GmbH, 3.13%, 7/10/23		100		132
Volkswagen International Finance N.V., 2.38%, 3/22/17 (c)	$	100		101
				1,015

	Face Amount (000)		Value (000)
Italy (0.3%)
Assicurazioni Generali SpA, 10.13%, 7/10/42 (b)	EUR	100	$	141
FCA Capital Ireland PLC, 1.38%, 4/17/20		100		112
Intesa Sanpaolo SpA, 6.50%, 2/24/21 (c)	$	100		114
Telecom Italia Finance SA, 7.75%, 1/24/33	EUR	30		45
				412
Korea, Republic of (0.2%)
Export-Import Bank of Korea, 4.00%, 1/14/24	$	200		223
Malaysia (0.2%)
Petronas Capital Ltd., 3.50%, 3/18/25 (c)		200		211
Netherlands (0.6%)
ABN Amro Bank N.V., 2.50%, 10/30/18 (c)		200		205
2.88%, 6/30/25 (b)	EUR	100		114
ASR Nederland N.V., 5.00%, 9/30/24 (b)(d)		200		220
Cooperatieve Rabobank UA, 3.88%, 2/8/22	$	50		54
Series G 3.75%, 11/9/20	EUR	50		62
ING Bank N.V., 5.80%, 9/25/23 (c)	$	200		220
				875
Spain (0.3%)
Santander Issuances SAU, 5.18%, 11/19/25		200		200
Telefonica Emisiones SAU, 4.71%, 1/20/20	EUR	200		256
				456
Switzerland (0.4%)
ABB Treasury Center USA, Inc., 4.00%, 6/15/21 (c)	$	50		54
Aquarius and Investments PLC for Zurich Insurance Co., Ltd., 4.25%, 10/2/43 (b)	EUR	150		181
Credit Suisse AG, 0.63%, 11/20/18		200		224
6.00%, 2/15/18	$	25		27
Novartis Capital Corp., 4.40%, 5/6/44		75		91
				577
United Kingdom (0.9%)
GlaxoSmithKline Capital, Inc., 6.38%, 5/15/38		25		36
Heathrow Funding Ltd., 4.60%, 2/15/20	EUR	50		59
4.88%, 7/15/23 (c)	$	100		110
HSBC Holdings PLC, 4.25%, 3/14/24		200		203

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Corporate Bonds (cont'd)
Lloyds Bank PLC, 6.50%, 3/24/20	EUR	200	$	256
Nationwide Building Society, 6.25%, 2/25/20 (c)	$	270		310
NGG Finance PLC, 5.63%, 6/18/73 (b)	GBP	100		140
Santander UK PLC, 4.00%, 3/13/24	$	50		54
				1,168
United States (3.8%)
Actavis Funding SCS, 3.80%, 3/15/25		25		26
Altria Group, Inc., 2.85%, 8/9/22		30		31
5.38%, 1/31/44		55		71
American International Group, Inc., 4.88%, 6/1/22		50		56
Apple, Inc., 3.85%, 5/4/43		50		50
AT&T, Inc., 6.30%, 1/15/38		75		90
AvalonBay Communities, Inc., 2.95%, 9/15/22		50		52
Bank of America Corp., 5.70%, 1/24/22		25		29
MTN 4.00%, 4/1/24		120		128
4.20%, 8/26/24		50		52
4.25%, 10/22/26		34		35
5.00%, 1/21/44		70		81
Baxalta, Inc., 4.00%, 6/23/25		125		131
Boston Properties LP, 3.85%, 2/1/23		75		80
Burlington Northern Santa Fe LLC, 4.55%, 9/1/44		75		87
Charter Communications Operating LLC/Charter Communications Operating Capital, 4.91%, 7/23/25 (c)		125		137
6.48%, 10/23/45 (c)		50		60
Citigroup, Inc., 5.50%, 9/13/25		75		84
6.68%, 9/13/43		20		26
8.13%, 7/15/39		75		117
Coca-Cola Co., 3.20%, 11/1/23		100		108
Comcast Corp., 4.60%, 8/15/45		30		35
Deutsche Bank AG, Series 0002 0.00%, 3/17/17 (c)		1		216
Enterprise Products Operating LLC, 3.35%, 3/15/23		50		51
5.25%, 1/31/20		35		39
Five Corners Funding Trust, 4.42%, 11/15/23 (c)		200		216

	Face Amount (000)		Value (000)
General Motors Financial Co., Inc., 4.30%, 7/13/25	$	100	$	103
Gilead Sciences, Inc., 3.65%, 3/1/26		75		82
4.80%, 4/1/44		25		28
Goldman Sachs Group, Inc. (The), 6.75%, 10/1/37		125		155
MTN 4.80%, 7/8/44		25		28
Hewlett Packard Enterprise Co., 3.60%, 10/15/20 (c)		40		42
Home Depot, Inc., 5.88%, 12/16/36		50		68
HSBC Finance Corp., 6.68%, 1/15/21		50		56
HSBC USA, Inc., 3.50%, 6/23/24		100		103
JPMorgan Chase & Co., 2.70%, 5/18/23		100		101
3.20%, 1/25/23		25		26
3.88%, 2/1/24		70		76
Liberty Mutual Group, Inc., 4.85%, 8/1/44 (c)		25		26
McDonald's Corp., MTN 3.38%, 5/26/25		100		106
Medtronic, Inc., 3.63%, 3/15/24		100		110
4.63%, 3/15/45		25		29
Merck & Co., Inc., 2.80%, 5/18/23		100		105
Monongahela Power Co., 5.40%, 12/15/43 (c)		50		63
NBC Universal Media LLC, 4.38%, 4/1/21		130		146
NetApp, Inc., 2.00%, 12/15/17		25		25
Ohio Power Co., Series M 5.38%, 10/1/21		75		87
Omnicom Group, Inc., 3.63%, 5/1/22		30		32
3.65%, 11/1/24		32		34
Oncor Electric Delivery Co., LLC, 6.80%, 9/1/18		80		89
Oracle Corp., 3.40%, 7/8/24		75		81
PepsiCo, Inc., 3.60%, 3/1/24		100		110
Principal Financial Group, Inc., 8.88%, 5/15/19		50		59
Prudential Financial, Inc., MTN 6.63%, 12/1/37		40		52
Spectra Energy Capital LLC, 7.50%, 9/15/38		50		57
Tyco International Finance SA, 3.90%, 2/14/26		75		81
UnitedHealth Group, Inc., 3.75%, 7/15/25		100		110
4.25%, 3/15/43		25		27

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Corporate Bonds (cont'd)
Verizon Communications, Inc., 4.67%, 3/15/55	$	82	$	83
5.01%, 8/21/54		94		100
Visa, Inc., 3.15%, 12/14/25		150		161
Wal-Mart Stores, Inc., 2.55%, 4/11/23		175		183
Wells Fargo & Co., 4.13%, 8/15/23		40		43
Series M 3.45%, 2/13/23		100		104
Zimmer Biomet Holdings, Inc., 5.75%, 11/30/39		50		59
				5,118
Total Corporate Bonds (Cost $12,586)				13,087
Mortgages — Other (0.4%)
United States (0.4%)
Freddie Mac Whole Loan Securities Trust, 3.00%, 9/25/45		180		184
3.50%, 5/25/45 - 9/25/45		314		326
4.00%, 5/25/45		39		40
Total Mortgages — Other (Cost $536)				550
Sovereign (20.0%)
Argentina (0.5%)
Argentine Republic Government International Bond, 7.50%, 4/22/26 (c)		590		639
Australia (0.2%)
Australia Government Bond, 3.25%, 4/21/25	AUD	400		330
Austria (0.2%)
Austria Government Bond, 1.20%, 10/20/25 (c)	EUR	200		246
Belgium (0.6%)
Belgium Government Bond, 0.80%, 6/22/25 (c)		700		826
Bermuda (0.2%)
Bermuda Government International Bond, 4.85%, 2/6/24 (c)	$	200		215
Brazil (0.4%)
Brazil Letras do Tesouro Nacional, 0.00%, 1/1/19	BRL	2,400		559
Canada (1.3%)
Canadian Government Bond, 1.50%, 6/1/23	CAD	1,050		853
3.25%, 6/1/21		1,060		926
				1,779
China (0.1%)
Sinopec Group Overseas Development 2015 Ltd., 2.50%, 4/28/20 (c)	$	200		202
France (1.5%)
Credit Mutuel - CIC Home Loan SFH, 1.50%, 11/16/17 (c)		200		200

	Face Amount (000)		Value (000)
France Government Bond OAT, 1.75%, 5/25/23	EUR	370	$	466
3.25%, 5/25/45		375		661
5.50%, 4/25/29		360		660
				1,987
Germany (0.5%)
Bundesrepublik Deutschland, 4.25%, 7/4/39		230		484
4.75%, 7/4/34		90		182
				666
Greece (0.3%)
Hellenic Republic Government Bond, 3.00%, 2/24/23 - 2/24/42 (e)		600		438
Hungary (0.4%)
Hungary Government International Bond, 5.38%, 3/25/24	$	52		58
5.75%, 11/22/23		360		411
				469
Indonesia (0.5%)
Indonesia Government International Bond, 5.88%, 1/15/24 (c)		600		696
Ireland (0.1%)
Ireland Government Bond, 5.40%, 3/13/25	EUR	80		126
Italy (1.6%)
Italy Buoni Poliennali Del Tesoro, 1.50%, 6/1/25		980		1,119
1.65%, 3/1/32 (c)		160		176
2.35%, 9/15/24 (c)		532		679
5.00%, 9/1/40		100		169
				2,143
Japan (5.6%)
Japan Government Ten Year Bond, 0.10%, 6/20/26	JPY	58,000		581
0.50%, 9/20/24		140,000		1,446
1.10%, 3/20/21		90,000		930
1.70%, 6/20/18		101,000		1,017
Japan Government Thirty Year Bond, 1.70%, 6/20/33		175,000		2,194
2.00%, 9/20/40		94,000		1,318
				7,486
Korea, Republic of (0.2%)
Korea Development Bank (The), 3.88%, 5/4/17	$	200		205
Mexico (0.8%)
Mexican Bonos, 10.00%, 12/5/24	MXN	15,000		1,054
Petroleos Mexicanos, 6.38%, 1/23/45	$	50		50
				1,104
Netherlands (0.3%)
Netherlands Government Bond, 0.25%, 7/15/25 (c)	EUR	300		341

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Face Amount (000)		Value (000)
Sovereign (cont'd)
New Zealand (0.6%)
New Zealand Government Bond, 4.50%, 4/15/27	NZD	340	$	292
5.50%, 4/15/23		600		521
				813
Poland (0.5%)
Poland Government Bond, 2.50%, 7/25/26	PLN	2,400		588
4.00%, 10/25/23		200		56
				644
Romania (0.3%)
Romania Government Bond, 4.75%, 2/24/25	RON	460		125
5.85%, 4/26/23		900		259
				384
South Africa (0.9%)
South Africa Government Bond, 8.00%, 1/31/30	ZAR	18,600		1,146
Spain (0.7%)
Spain Government Bond, 2.15%, 10/31/25 (c)	EUR	410		494
Spain Government Inflation Linked Bond, 1.00%, 11/30/30 (c)		309		355
1.80%, 11/30/24 (c)		50		62
				911
United Kingdom (1.7%)
United Kingdom Gilt, 2.75%, 9/7/24	GBP	525		806
4.25%, 6/7/32 - 9/7/39		730		1,424
				2,230
Total Sovereign (Cost $25,009)				26,585
U.S. Treasury Securities (6.6%)
United States (6.6%)
U.S. Treasury Bonds, 2.50%, 2/15/45	$	260		271
3.50%, 2/15/39		830		1,048
U.S. Treasury Inflation Indexed Bonds, 0.25%, 1/15/25		1,212		1,231
0.63%, 1/15/26		4,956		5,223
U.S. Treasury Note, 0.75%, 4/15/18		1,000		1,003
Total U.S. Treasury Securities (Cost $8,319)				8,776
Total Fixed Income Securities (Cost $53,631)				56,223
	Shares
Common Stocks (43.9%)
Australia (0.8%)
AGL Energy Ltd.		677		10
Alumina Ltd.		7,072		7
Amcor Ltd.		2,089		23
AMP Ltd.		5,422		21

	Shares		Value (000)
ASX Ltd.		375	$	13
Australia & New Zealand Banking Group Ltd.		4,767		87
BHP Billiton Ltd.		4,416		63
Brambles Ltd.		2,347		22
CIMIC Group Ltd.		311		8
Coca-Cola Amatil Ltd.		403		3
Commonwealth Bank of Australia		1,913		107
CSL Ltd.		753		63
CYBG PLC CDI (f)		888		3
Fortescue Metals Group Ltd.		2,175		6
GPT Group REIT		5,821		24
Incitec Pivot Ltd.		3,371		8
Insurance Australia Group Ltd.		3,794		16
Iron Mountain, Inc. CDI		78		3
Macquarie Group Ltd.		541		28
National Australia Bank Ltd.		3,553		68
Newcrest Mining Ltd. (f)		987		17
Orica Ltd.		817		8
Origin Energy Ltd.		1,806		8
Orora Ltd.		2,089		4
QBE Insurance Group Ltd.		2,729		21
Rio Tinto Ltd.		594		20
Santos Ltd.		1,513		5
Scentre Group REIT		7,639		28
Shopping Centres Australasia Property Group REIT		347		1
South32 Ltd. (f)		7,996		10
South32 Ltd. (f)		4,416		5
Star Entertainment Grp Ltd. (The)		278		1
Stockland REIT		7,048		25
Suncorp Group Ltd.		2,222		20
Sydney Airport		562		3
Tabcorp Holdings Ltd.		285		1
Telstra Corp., Ltd.		5,482		23
Transurban Group		2,557		23
Treasury Wine Estates Ltd.		1,224		8
Wesfarmers Ltd.		1,477		44
Westfield Corp. REIT		3,501		28
Westpac Banking Corp.		3,877		86
Woodside Petroleum Ltd.		850		17
Woolworths Ltd.		1,632		26
				1,015
Austria (0.0%)
BUWOG AG (f)		47		1
Erste Group Bank AG (f)		537		12
Immofinanz AG (f)		955		2
Verbund AG		128		2
Voestalpine AG		270		9
				26
Belgium (0.2%)
Ageas		374		13
Anheuser-Busch InBev N.V.		895		118
Colruyt SA		121		7

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Belgium (cont'd)
Groupe Bruxelles Lambert SA		202	$	17
KBC Groep N.V. (f)		151		7
Solvay SA		98		9
Umicore SA		216		11
				182
Canada (1.0%)
Agnico-Eagle Mines Ltd.		200		11
Agrium, Inc.		200		18
Bank of Montreal		500		32
Bank of Nova Scotia		800		39
Barrick Gold Corp.		23,330		498
Barrick Gold Corp.		1,100		23
BCE, Inc.		1,000		47
Blackberry Ltd. (f)		500		3
Brookfield Asset Management, Inc., Class A		1,050		35
Brookfield Business Partners LP (f)		21		—	@
Cameco Corp.		500		6
Canadian Imperial Bank of Commerce		500		38
Canadian National Railway Co.		1,000		59
Canadian Natural Resources Ltd.		1,000		31
Canadian Pacific Railway Ltd.		200		26
Cenovus Energy, Inc.		800		11
Crescent Point Energy Corp.		300		5
Eldorado Gold Corp.		600		3
Enbridge, Inc.		900		38
Encana Corp.		900		7
Goldcorp, Inc.		800		15
Imperial Oil Ltd.		100		3
Kinross Gold Corp. (f)		1,200		6
Loblaw Cos., Ltd.		129		7
Magna International, Inc.		600		21
Manulife Financial Corp.		2,900		40
National Bank of Canada		400		14
Penn West Petroleum Ltd.		500		1
Potash Corp. of Saskatchewan, Inc.		900		15
Power Corp. of Canada		600		13
PrairieSky Royalty Ltd.		20		—	@
Rogers Communications, Inc., Class B		400		16
Royal Bank of Canada		1,200		71
Silver Wheaton Corp.		400		9
Sun Life Financial, Inc.		800		26
Suncor Energy, Inc.		1,600		44
Teck Resources Ltd., Class B		500		7
Thomson Reuters Corp.		500		20
Toronto-Dominion Bank (The)		1,800		77
TransCanada Corp.		600		27
Yamana Gold, Inc.		900		5
				1,367
Chile (0.0%)
Antofagasta PLC		1,392		9

	Shares		Value (000)
China (0.0%)
Hanergy Thin Film Power Group Ltd. (f)(g)(h)(i)		18,000	$	—	@
Wynn Macau Ltd. (g)		2,800		4
Yum! Brands, Inc.		382		32
				36
Colombia (0.0%)
Millicom International Cellular SA SDR		268		16
Denmark (0.3%)
AP Moeller - Maersk A/S Series A		5		6
AP Moeller - Maersk A/S Series B		10		13
Danske Bank A/S		684		18
DSV A/S		1,517		64
ISS A/S		1,587		60
Novo Nordisk A/S Series B		4,075		219
Novozymes A/S Series B		330		16
Vestas Wind Systems A/S		387		26
				422
Finland (0.1%)
Elisa Oyj		277		11
Fortum Oyj		651		10
Kone Oyj, Class B		584		27
Metso Oyj		204		5
Nokia Oyj		5,675		32
Nokian Renkaat Oyj		240		8
Sampo Oyj, Class A		605		25
Stora Enso Oyj, Class R		1,002		8
UPM-Kymmene Oyj		554		10
Valmet Oyj		204		3
Wartsila Oyj		291		12
				151
France (2.0%)
Accor SA		3,165		123
Aeroports de Paris (ADP)		194		22
Air Liquide SA		517		54
Airbus Group SE		675		39
Alstom SA (f)		406		10
Atos SE		1,078		90
AXA SA		3,059		61
BNP Paribas SA		1,979		89
Bouygues SA		3,367		97
Cap Gemini SA		2,172		190
Carrefour SA		744		18
CGG SA (f)		292		—	@
Christian Dior SE		127		21
Cie de Saint-Gobain		6,824		261
Cie Generale des Etablissements Michelin		364		35
Credit Agricole SA		2,594		22
Danone SA		736		52
Electricite de France SA		431		5
Engie		1,973		32
Essilor International SA		303		40
Fonciere Des Regions REIT		53		5
Gecina SA REIT		37		5

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
France (cont'd)
Groupe Eurotunnel SE		3,803	$	41
Hermes International		19		7
Klepierre REIT		319		14
L'Oreal SA		420		80
Legrand SA		195		10
LVMH Moet Hennessy Louis Vuitton SE		315		48
Metropole Television SA		494		8
Orange SA		2,874		47
Pernod Ricard SA		351		39
Peugeot SA (f)		13,461		164
Publicis Groupe SA		312		21
Renault SA		330		25
Rexel SA		2,698		34
Safran SA		251		17
Sanofi		776		65
Schneider Electric SE		782		46
SES SA		614		13
Societe Generale SA		1,480		47
Sodexo SA		272		29
Technip SA		158		9
Television Francaise 1		1,631		18
Thales SA		156		13
Total SA		2,225		107
Unibail-Rodamco SE REIT		89		23
Vallourec SA (f)		167		1
Veolia Environnement SA		586		13
Vinci SA		5,300		378
Vivendi SA		1,756		33
				2,621
Germany (1.0%)
Adidas AG		215		31
Allianz SE (Registered)		484		69
BASF SE		710		54
Bayer AG (Registered)		802		81
Bayerische Motoren Werke AG		433		32
Commerzbank AG		93		1
Continental AG		103		19
Daimler AG (Registered)		829		49
Deutsche Bank AG (Registered) (f)		1,070		15
Deutsche Boerse AG		1,989		163
Deutsche Lufthansa AG (Registered)		10,541		123
Deutsche Post AG (Registered)		738		21
Deutsche Telekom AG (Registered)		2,616		44
E.ON SE		1,804		18
Esprit Holdings Ltd. (f)(g)		2,897		2
Fraport AG Frankfurt Airport Services Worldwide		412		22
Fresenius Medical Care AG & Co., KGaA		226		19
Fresenius SE & Co., KGaA		495		36
HeidelbergCement AG		75		6
Henkel AG & Co., KGaA		194		21

	Shares		Value (000)
Henkel AG & Co., KGaA (Preference)		360	$	44
Infineon Technologies AG		1,553		22
K&S AG (Registered)		108		2
Lanxess AG		64		3
Linde AG		186		26
Merck KGaA		236		24
Metro AG		213		6
Muenchener Rueckversicherungs AG (Registered)		249		42
Osram Licht AG		69		4
Porsche Automobil Holding SE (Preference)		320		15
ProSiebenSat.1 Media SE (Registered)		1,559		68
QIAGEN N.V. (f)		570		12
RWE AG (f)		589		9
Salzgitter AG		88		2
SAP SE		960		72
Siemens AG (Registered)		696		71
Stroeer SE & Co. KGaA		275		13
ThyssenKrupp AG		249		5
Volkswagen AG		44		6
Volkswagen AG (Preference)		182		22
				1,294
Greece (0.0%)
National Bank of Greece SA (f)		9		—	@
Hong Kong (0.3%)
Bank of East Asia Ltd. (The)		3,556		14
BOC Hong Kong Holdings Ltd.		4,500		14
Cheung Kong Property Holdings Ltd.		4,052		25
CK Hutchison Holdings Ltd.		4,052		45
CLP Holdings Ltd.		2,700		28
G-Resources Group Ltd.		13,832		—	@
Global Brands Group Holding Ltd. (f)		8,000		1
Hang Lung Group Ltd.		1,000		3
Hang Lung Properties Ltd.		4,000		8
Hang Seng Bank Ltd.		1,700		29
Henderson Land Development Co., Ltd.		3,435		19
Hong Kong & China Gas Co., Ltd.		7,773		14
Hong Kong Exchanges and Clearing Ltd.		1,413		34
Kerry Logistics Network Ltd.		750		1
Kerry Properties Ltd.		1,500		4
Link REIT		2,754		19
MTR Corp., Ltd.		3,274		17
New World Development Co., Ltd.		7,537		8
Power Assets Holdings Ltd.		2,000		18
Sands China Ltd.		3,200		11
Sino Land Co., Ltd.		6,103		10
Sun Hung Kai Properties Ltd.		2,530		30
Swire Pacific Ltd., Class A		1,000		11
Swire Properties Ltd.		950		3
Wharf Holdings Ltd. (The)		1,400		9
				375

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Ireland (0.2%)
CRH PLC		3,797	$	110
Ryanair Holdings PLC		6,943		87
				197
Italy (0.4%)
Assicurazioni Generali SpA		1,305		15
Atlantia SpA		6,378		159
Banco Popolare SC		367		1
Enel SpA		7,795		35
Eni SpA		2,182		35
Exor SpA		94		4
Ferrari N.V.		104		4
Finmeccanica SpA (f)		598		6
Intesa Sanpaolo SpA		11,216		22
Luxottica Group SpA		117		6
Mediaset SpA		33,848		119
Mediobanca SpA		19,099		111
Prysmian SpA		198		4
Rizzoli Corriere Della Sera Mediagroup SpA (f)		70		—	@
Saipem SpA (f)		257		—	@
Snam SpA		1,686		10
Telecom Italia SpA (f)		12,940		10
Terna Rete Elettrica Nazionale SpA		1,572		9
UniCredit SpA		3,298		7
Unione di Banche Italiane SpA		803		2
				559
Japan (2.7%)
Aeon Co., Ltd.		1,900		29
Aisin Seiki Co., Ltd.		400		16
Ajinomoto Co., Inc.		2,000		47
Asahi Glass Co., Ltd.		2,000		11
Asahi Group Holdings Ltd.		900		29
Asahi Kasei Corp.		3,000		21
Astellas Pharma, Inc.		2,500		39
Bridgestone Corp.		1,200		38
Canon, Inc.		1,300		37
Central Japan Railway Co.		234		41
Chubu Electric Power Co., Inc.		1,100		16
Chugoku Electric Power Co., Inc. (The)		700		9
Concordia Financial Group Ltd. (f)		5,000		20
Dai Nippon Printing Co., Ltd.		1,000		11
Dai-ichi Life Insurance Co., Ltd. (The)		1,700		19
Daiichi Sankyo Co., Ltd.		1,000		24
Daikin Industries Ltd.		400		33
Daiwa House Industry Co., Ltd.		2,000		58
Daiwa Securities Group, Inc.		5,000		26
Denso Corp.		700		25
East Japan Railway Co.		500		46
Eisai Co., Ltd.		600		33
FANUC Corp.		300		49
Fast Retailing Co., Ltd.		100		27
FUJIFILM Holdings Corp.		1,000		39
Fujitsu Ltd.		4,000		15

	Shares		Value (000)
Hankyu Hanshin Holdings, Inc.		5,000	$	37
Hitachi Ltd.		5,000		21
Honda Motor Co., Ltd.		1,900		48
Hoya Corp.		900		32
Inpex Corp.		1,200		9
ITOCHU Corp.		2,200		27
Japan Tobacco, Inc.		1,246		50
JFE Holdings, Inc.		900		12
JX Holdings, Inc.		4,300		17
Kansai Electric Power Co., Inc. (The) (f)		1,200		12
Kao Corp.		700		40
KDDI Corp.		1,800		55
Keyence Corp.		200		135
Kintetsu Group Holdings Co., Ltd.		6,000		26
Kirin Holdings Co., Ltd.		2,000		34
Kobe Steel Ltd.		8,000		7
Komatsu Ltd.		1,600		28
Konica Minolta, Inc.		1,500		11
Kubota Corp.		3,000		40
Kuraray Co., Ltd.		1,000		12
Kyocera Corp.		600		28
Kyushu Electric Power Co., Inc.		800		8
LIXIL Group Corp.		1,100		18
Marubeni Corp.		3,000		13
Mitsubishi Chemical Holdings Corp.		3,500		16
Mitsubishi Corp.		1,800		31
Mitsubishi Electric Corp.		3,000		36
Mitsubishi Estate Co., Ltd.		2,000		37
Mitsubishi Heavy Industries Ltd.		7,000		28
Mitsui & Co., Ltd.		2,200		26
Mitsui Fudosan Co., Ltd.		2,000		46
Mitsui OSK Lines Ltd.		3,000		6
Mizuho Financial Group, Inc.		28,900		41
MS&AD Insurance Group Holdings, Inc.		1,100		28
Murata Manufacturing Co., Ltd.		300		34
NEC Corp.		8,000		19
NGK Insulators Ltd.		1,000		20
Nidec Corp.		400		30
Nikon Corp.		800		11
Nintendo Co., Ltd.		100		14
Nippon Building Fund, Inc. REIT		4		25
Nippon Steel Sumitomo Metal Corp.		1,000		19
Nippon Telegraph & Telephone Corp.		1,400		66
Nippon Yusen KK		3,000		5
Nissan Motor Co., Ltd.		3,000		27
Nitto Denko Corp.		300		19
Nomura Holdings, Inc.		5,300		19
NTT DoCoMo, Inc.		2,100		56
Odakyu Electric Railway Co., Ltd.		3,000		35
Olympus Corp.		500		19
Omron Corp.		700		23
Oriental Land Co., Ltd.		800		52
ORIX Corp.		1,710		22

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Japan (cont'd)
Osaka Gas Co., Ltd.		5,000	$	19
Panasonic Corp.		2,800		24
Rakuten, Inc.		2,000		22
Ricoh Co., Ltd.		2,000		17
Rohm Co., Ltd.		300		12
Secom Co., Ltd.		500		37
Sekisui House Ltd.		2,000		35
Seven & I Holdings Co., Ltd.		1,200		50
Sharp Corp. (f)		2,000		2
Shikoku Electric Power Co., Inc.		500		6
Shin-Etsu Chemical Co., Ltd.		500		29
Shionogi & Co., Ltd.		1,200		65
Shiseido Co., Ltd.		800		21
Shizuoka Bank Ltd. (The)		3,000		21
SMC Corp.		200		49
SoftBank Group Corp.		1,100		62
Sompo Japan Nipponkoa Holdings, Inc.		1,000		26
Sony Corp.		1,300		38
Sumitomo Chemical Co., Ltd.		3,000		12
Sumitomo Corp.		1,900		19
Sumitomo Electric Industries Ltd.		1,200		16
Sumitomo Metal Mining Co., Ltd.		1,000		10
Sumitomo Mitsui Financial Group, Inc.		1,900		54
Sumitomo Mitsui Trust Holdings, Inc.		5,000		16
Sumitomo Realty & Development Co., Ltd.		1,000		27
Suzuki Motor Corp.		700		19
T&D Holdings, Inc.		1,700		14
Takeda Pharmaceutical Co., Ltd.		900		39
TDK Corp.		400		22
Terumo Corp.		1,000		42
Tohoku Electric Power Co., Inc.		1,000		13
Tokio Marine Holdings, Inc.		1,100		36
Tokyo Electric Power Co. Holdings Inc, (f)		3,400		14
Tokyo Electron Ltd.		500		42
Tokyo Gas Co., Ltd.		4,000		16
Tokyu Corp.		3,000		26
Toray Industries, Inc.		3,000		25
Toshiba Corp. (f)		5,000		14
Toyota Industries Corp.		800		32
Toyota Motor Corp.		3,400		170
West Japan Railway Co.		400		25
Yahoo! Japan Corp.		4,700		21
Yamada Denki Co., Ltd.		2,500		13
Yamato Holdings Co., Ltd.		400		9
				3,569
Kazakhstan (0.0%)
KAZ Minerals PLC (f)		1,037		2
Netherlands (0.4%)
Akzo Nobel N.V.		388		24
ArcelorMittal (f)		1,340		6
ASML Holding N.V.		509		50
CNH Industrial N.V.		777		6

	Shares		Value (000)
Fiat Chrysler Automobiles N.V.		1,034	$	6
Fugro N.V. CVA (f)		96		2
Heineken N.V.		613		57
ING Groep N.V. CVA		5,653		59
Koninklijke Ahold N.V.		1,599		35
Koninklijke KPN N.V.		1,823		7
Koninklijke Philips N.V.		1,872		47
Koninklijke Vopak N.V.		116		6
PostNL N.V. (f)		656		3
Priceline Group, Inc. (The) (f)		48		60
Randstad Holding N.V.		2,193		88
TNT Express N.V. (f)		586		6
Unilever N.V. CVA		1,953		91
				553
Norway (0.1%)
Akastor ASA (f)		246		—	@
Aker Solutions ASA (f)		246		1
DNB ASA		2,312		28
Kvaerner ASA		246		—	@
Norsk Hydro ASA		1,778		7
Orkla ASA		1,208		11
REC Silicon ASA (f)		1,171		—	@
Statoil ASA		2,284		40
Subsea 7 SA (f)		420		4
Telenor ASA		995		16
Yara International ASA		352		11
				118
Poland (0.0%)
Jeronimo Martins SGPS SA		411		7
Portugal (0.0%)
Banco Espirito Santo SA (Registered) (f)(h)(i)		78,166		—
EDP - Energias de Portugal SA		4,041		12
Galp Energia SGPS SA		421		6
Pharol SGPS SA (Registered)		1,039		—	@
				18
South Africa (0.1%)
SABMiller PLC		2,938		171
Spain (0.3%)
Abertis Infraestructuras SA		497		7
ACS Actividades de Construccion y Servicios SA		323		9
Amadeus IT Holding SA, Class A		300		13
Banco Bilbao Vizcaya Argentaria SA		6,136		35
Banco de Sabadell SA		7,438		10
Banco Popular Espanol SA		1,018		1
Banco Santander SA		10,935		43
CaixaBank SA		1,402		3
Distribuidora Internacional de Alimentacion SA		947		6
Enagas SA		359		11
Ferrovial SA		526		10
Gas Natural SDG SA		327		6
Iberdrola SA		4,724		32
Industria de Diseno Textil SA		1,405		47

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
Spain (cont'd)
Mediaset Espana Comunicacion SA		5,240	$	59
Red Electrica Corp., SA		144		13
Repsol SA		1,442		18
Telefonica SA		4,272		41
				364
Sweden (0.8%)
Alfa Laval AB		1,433		22
Assa Abloy AB, Class B		3,402		70
Atlas Copco AB, Class A		2,752		71
Atlas Copco AB, Class B		1,447		34
Boliden AB		904		18
Electrolux AB, Class B		644		17
Hennes & Mauritz AB, Class B		3,058		90
Hexagon AB, Class B		800		29
Husqvarna AB, Class B		486		4
Investor AB, Class B		1,472		49
Kinnevik AB, Class B		376		9
Nordea Bank AB		10,414		88
Ratos AB, Class B		242		1
Sandvik AB		3,965		40
Skandinaviska Enskilda Banken AB, Class A		7,682		67
Skanska AB, Class B		815		17
SKF AB, Class B		1,216		19
Svenska Cellulosa AB SCA, Class B		1,952		62
Svenska Handelsbanken AB, Class A		7,581		92
Swedbank AB, Class A		1,753		37
Swedish Match AB		1,446		50
Tele2 AB, Class B		1,116		10
Telefonaktiebolaget LM Ericsson, Class B		10,055		77
Telia Co AB		14,846		70
Volvo AB, Class B		5,564		55
				1,098
Switzerland (3.0%)
ABB Ltd. (Registered) (f)		9,136		180
Actelion Ltd. (Registered) (f)		826		139
Adecco Group AG (Registered)		3,586		181
Baloise Holding AG (Registered)		328		37
Cie Financiere Richemont SA (Registered)		1,741		102
Credit Suisse Group AG (Registered) (f)		4,492		48
GAM Holding AG (f)		1,136		12
Geberit AG (Registered)		272		103
Givaudan SA (Registered)		43		86
Julius Baer Group Ltd. (f)		872		35
Kuehne & Nagel International AG (Registered)		257		36
LafargeHolcim Ltd. (Registered) (f)		326		13
LafargeHolcim Ltd. (Registered) (f)		843		35
Lonza Group AG (Registered) (f)		409		68
Nestle SA (Registered)		10,453		806
Novartis AG (Registered)		4,021		331
Roche Holding AG (Genusschein)		3,741		988
Schindler Holding AG		292		53
SGS SA (Registered)		41		94

	Shares		Value (000)
Sonova Holding AG (Registered)		429	$	57
Swatch Group AG (The)		117		34
Swiss Life Holding AG (Registered) (f)		132		30
Swiss Re AG		487		42
Syngenta AG (Registered)		460		177
UBS Group AG (Registered)		13,619		176
Zurich Insurance Group AG (f)		679		168
				4,031
United Kingdom (4.0%)
3i Group PLC		3,261		24
Admiral Group PLC		901		25
Amec Foster Wheeler PLC		1,092		7
Anglo American PLC		3,171		31
ARM Holdings PLC		5,923		90
AstraZeneca PLC		2,019		120
Aviva PLC		13,275		71
BAE Systems PLC		12,139		85
Barclays PLC		54,110		103
BHP Billiton PLC		5,253		66
BP PLC		28,021		164
British American Tobacco PLC		4,370		284
British Land Co., PLC REIT		3,287		27
BT Group PLC		32,687		180
Burberry Group PLC		1,066		17
Cairn Energy PLC (f)		1,775		5
Capita PLC		2,751		35
Centrica PLC		15,214		46
Compass Group PLC		6,569		125
Diageo PLC		5,814		163
easyJet PLC		5,220		75
Experian PLC		3,877		74
G4S PLC		8,758		22
GlaxoSmithKline PLC		6,524		140
Glencore PLC		19,295		39
Hammerson PLC REIT		2,600		19
HSBC Holdings PLC		19,025		119
ICAP PLC		1,572		9
Imperial Brands PLC		2,675		145
Indivior PLC		1,957		7
Inmarsat PLC		565		6
International Consolidated Airlines Group SA		1,797		9
International Consolidated Airlines Group SA		43,394		217
Intu Properties PLC REIT		2,045		8
Investec PLC		1,910		12
Johnson Matthey PLC		595		22
Land Securities Group PLC REIT		2,805		40
Legal & General Group PLC		15,590		40
Liberty Global PLC LiLAC, Class A (f)		57		2
Liberty Global PLC LiLAC Series C (f)		144		5
Lloyds Banking Group PLC		64,323		47
Lonmin PLC (f)		2		—	@
Man Group PLC		5,542		9
Marks & Spencer Group PLC		3,516		15

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United Kingdom (cont'd)
National Grid PLC		9,180	$	135
Next PLC		807		54
Old Mutual PLC		12,769		34
Petrofac Ltd.		955		10
Prudential PLC		8,978		153
Randgold Resources Ltd.		212		24
Reckitt Benckiser Group PLC		1,957		197
RELX PLC		4,610		85
Rio Tinto PLC		3,324		103
Rolls-Royce Holdings PLC (f)		8,068		77
Royal Bank of Scotland Group PLC (f)		7,936		19
Royal Dutch Shell PLC, Class A		10,520		287
Royal Dutch Shell PLC, Class B		5,839		161
RSA Insurance Group PLC		2,585		17
Schroders PLC		327		10
Segro PLC REIT		2,739		15
Severn Trent PLC		709		23
Shire PLC		2,792		172
Shire PLC ADR		302		56
Sky PLC		4,900		56
Smith & Nephew PLC		3,792		64
Smiths Group PLC		1,475		23
SSE PLC		2,803		59
Standard Chartered PLC		3,595		27
Standard Life PLC		5,617		22
Tesco PLC (f)		17,402		41
Tullow Oil PLC (f)		2,653		9
Unilever PLC		3,047		146
United Utilities Group PLC		2,163		30
Vodafone Group PLC		84,324		257
Weir Group PLC (The)		647		12
WM Morrison Supermarkets PLC		7,216		18
Wolseley PLC		788		41
WPP PLC		8,038		167
				5,353
United States (26.2%)
3M Co.		2,099		368
Abbott Laboratories		2,692		106
AbbVie, Inc.		2,412		149
Accenture PLC, Class A		1,586		180
Adobe Systems, Inc. (f)		634		61
AES Corp.		264		3
Aetna, Inc.		275		34
Agilent Technologies, Inc.		203		9
Alcatel-Lucent SA (f)		7,434		29
Alexandria Real Estate Equities, Inc. REIT		300		31
Alexion Pharmaceuticals, Inc. (f)		211		25
Allergan PLC (f)		799		185
Alpha Natural Resources, Inc. (f)		109		—	@
Alphabet, Inc., Class A (f)		538		378
Alphabet, Inc., Class C (f)		529		366
Altria Group, Inc.		4,310		297

	Shares		Value (000)
Amazon.com, Inc. (f)		833	$	596
Ameren Corp.		189		10
American Capital Agency Corp. REIT		1,400		28
American Electric Power Co., Inc.		532		37
American Express Co.		7,754		471
American International Group, Inc.		3,920		207
American Tower Corp. REIT		2,138		243
Ameriprise Financial, Inc.		201		18
AmerisourceBergen Corp.		344		27
Amgen, Inc.		1,468		223
Amphenol Corp., Class A		628		36
Anadarko Petroleum Corp.		2,092		111
Analog Devices, Inc.		152		9
Annaly Capital Management, Inc. REIT		4,577		51
Anthem, Inc.		312		41
Apache Corp.		219		12
Apple, Inc.		10,575		1,011
AT&T, Inc.		9,096		393
Automatic Data Processing, Inc.		301		28
Avery Dennison Corp.		361		27
Baker Hughes, Inc.		521		23
Bank of America Corp.		23,333		310
Bank of New York Mellon Corp. (The)		709		28
Baxter International, Inc.		2,038		92
BB&T Corp.		676		24
Becton Dickinson and Co.		283		48
Bed Bath & Beyond, Inc.		281		12
Berkshire Hathaway, Inc., Class B (f)		2,070		300
Biogen, Inc. (f)		710		172
BlackRock, Inc.		709		243
Boeing Co. (The)		1,531		199
Boston Properties, Inc. REIT		758		100
Boston Scientific Corp. (f)		546		13
Bristol-Myers Squibb Co.		7,348		540
Brixmor Property Group, Inc. REIT		900		24
Broadcom Ltd.		7		1
Brookfield Property Partners LP		40		1
C.H. Robinson Worldwide, Inc.		209		15
California Resources Corp.		97		1
Capital One Financial Corp.		201		13
Cardinal Health, Inc.		164		13
Care Capital Properties, Inc. REIT		84		2
Carnival Corp.		2		—	@
Caterpillar, Inc.		2,112		160
CBRE Group, Inc., Class A (f)		1,300		34
CBS Corp., Class B		571		31
CDK Global, Inc.		137		8
Celgene Corp. (f)		1,824		180
CenterPoint Energy, Inc.		158		4
CenturyLink, Inc.		568		16
Cerner Corp. (f)		530		31
CF Industries Holdings, Inc.		35		1

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
Charles Schwab Corp. (The)		987	$	25
Charter Communications, Inc. (f)		165		38
Chemours Co. (The)		540		4
Chesapeake Energy Corp. (f)		213		1
Chevron Corp.		3,402		357
Chipotle Mexican Grill, Inc. (f)		40		16
Cigna Corp.		283		36
Cintas Corp.		169		17
Cisco Systems, Inc.		9,897		284
CIT Group, Inc.		424		14
Citigroup, Inc.		6,336		269
Citrix Systems, Inc. (f)		323		26
Cliffs Natural Resources, Inc. (f)		15		—	@
CME Group, Inc.		191		19
Coach, Inc.		312		13
Coca-Cola Co.		2,057		93
Coca-Cola European Partners PLC		102		4
Cognizant Technology Solutions Corp., Class A (f)		506		29
Colgate-Palmolive Co.		5,444		398
Comcast Corp., Class A		5,334		348
Comerica, Inc.		201		8
Concho Resources, Inc. (f)		109		13
ConocoPhillips		3,427		149
CONSOL Energy, Inc.		404		6
Consolidated Edison, Inc.		306		25
Costco Wholesale Corp.		1,419		223
CR Bard, Inc.		111		26
Crown Castle International Corp. REIT		1,815		184
CST Brands, Inc.		71		3
CSX Corp.		610		16
Cummins, Inc.		9		1
CVS Health Corp.		5,948		569
Danaher Corp.		529		53
DaVita HealthCare Partners, Inc. (f)		272		21
Deere & Co.		22		2
Devon Energy Corp.		346		13
Digital Realty Trust, Inc. REIT		600		65
Discover Financial Services		485		26
Discovery Communications, Inc., Class A (f)		485		12
Discovery Communications, Inc., Class C (f)		855		20
Dominion Resources, Inc.		344		27
Dow Chemical Co. (The)		3,270		163
DTE Energy Co.		253		25
Duke Energy Corp.		1,645		141
Duke Realty Corp. REIT		1,400		37
Dun & Bradstreet Corp. (The)		144		18
Eaton Corp., PLC		27		2
eBay, Inc. (f)		3,239		76
Ecolab, Inc.		29		3
Edison International		428		33
Edwards Lifesciences Corp. (f)		284		28

	Shares		Value (000)
EI du Pont de Nemours & Co.		2,530	$	164
Eli Lilly & Co.		3,692		291
EMC Corp.		7,225		196
Emerson Electric Co.		2,014		105
Endo International PLC (f)		300		5
Entergy Corp.		255		21
EOG Resources, Inc.		670		56
Equinix, Inc. REIT		300		116
Equity Residential REIT		327		22
Estee Lauder Cos., Inc. (The), Class A		358		33
Exelon Corp.		559		20
Express Scripts Holding Co. (f)		1,370		104
Extra Space Storage, Inc. REIT		600		56
Exxon Mobil Corp.		7,094		665
Facebook, Inc., Class A (f)		2,730		312
Fastenal Co.		14		1
Federal Realty Investment Trust REIT		300		50
FedEx Corp.		309		47
Fifth Third Bancorp		805		14
FirstEnergy Corp.		381		13
Fluor Corp.		41		2
FMC Technologies, Inc. (f)		89		2
Ford Motor Co.		9,824		123
Franklin Resources, Inc.		291		10
Freeport-McMoRan, Inc.		17,040		190
Frontier Communications Corp.		503		2
General Dynamics Corp.		66		9
General Electric Co.		10,678		336
General Growth Properties, Inc. REIT		3,165		94
General Mills, Inc.		606		43
Gilead Sciences, Inc.		2,213		185
Goldman Sachs Group, Inc. (The)		1,155		172
Grifols SA		278		6
Grifols SA, (Preference) Class B		38		1
Halliburton Co.		16,050		727
Halyard Health, Inc. (f)		265		9
HCP, Inc. REIT		2,288		81
Henry Schein, Inc. (f)		149		26
Hershey Co. (The)		149		17
Hess Corp.		209		13
Hewlett Packard Enterprise Co.		2,436		44
Home Depot, Inc.		3,270		418
Honeywell International, Inc.		3,331		387
Host Hotels & Resorts, Inc. REIT		3,200		52
HP, Inc.		2,246		28
Humana, Inc.		118		21
Illinois Tool Works, Inc.		26		3
Intel Corp.		5,963		196
Intercontinental Exchange, Inc.		115		29
International Business Machines Corp.		1,926		292
Interpublic Group of Cos., Inc. (The)		810		19
Intuit, Inc.		295		33
Intuitive Surgical, Inc. (f)		43		28

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
Invesco Ltd.		532	$	14
Iron Mountain, Inc. REIT		1,481		59
Johnson & Johnson		9,480		1,150
Johnson Controls, Inc.		468		21
Jones Lang LaSalle, Inc.		100		10
Joy Global, Inc.		41		1
JPMorgan Chase & Co.		9,128		567
Juniper Networks, Inc.		658		15
Kellogg Co.		483		39
KeyCorp		739		8
Keysight Technologies, Inc. (f)		101		3
Kimberly-Clark Corp.		1,590		219
Kimco Realty Corp. REIT		2,286		72
Kohl's Corp.		272		10
Kraft Heinz Co. (The)		86		8
Kroger Co. (The)		1,150		42
L Brands, Inc.		340		23
Laboratory Corp. of America Holdings (f)		155		20
Las Vegas Sands Corp.		147		6
Li & Fung Ltd. (g)		8,000		4
Liberty Global PLC, Class A (f)		329		10
Liberty Global PLC Series C (f)		759		22
Liberty Property Trust REIT		1,022		41
Lockheed Martin Corp.		14		3
Lowe's Cos., Inc.		3,412		270
M&T Bank Corp.		181		21
Macerich Co. (The) REIT		927		79
Mallinckrodt PLC (f)		226		14
Manpowergroup, Inc.		99		6
Marathon Oil Corp.		466		7
Marathon Petroleum Corp.		518		20
Marriott International, Inc., Class A		2		—	@
Mastercard, Inc., Class A		3,850		339
McDonald's Corp.		2,144		258
McKesson Corp.		272		51
Mead Johnson Nutrition Co.		225		20
Medtronic PLC		3,509		304
Merck & Co., Inc.		8,262		476
Microsoft Corp.		11,814		604
Mondelez International, Inc., Class A		1,424		65
Monsanto Co.		608		63
Mosaic Co. (The)		26		1
Murphy Oil Corp.		306		10
Murphy USA, Inc. (f)		129		10
Mylan N.V. (f)		600		26
NASDAQ, Inc.		170		11
National Oilwell Varco, Inc.		477		16
NetApp, Inc.		674		17
NetScout Systems, Inc. (f)		5,585		124
New York Community Bancorp, Inc.		170		3
Newfield Exploration Co. (f)		414		18
Newmont Mining Corp.		12,584		492

	Shares		Value (000)
News Corp., Class A		754	$	9
News Corp., Class B		246		3
NextEra Energy, Inc.		289		38
NIKE, Inc., Class B		6,374		352
Noble Corp., PLC		201		2
Noble Energy, Inc.		246		9
Nordstrom, Inc.		124		5
Norfolk Southern Corp.		547		47
Northrop Grumman Corp.		17		4
NOW, Inc. (f)		149		3
O'Reilly Automotive, Inc. (f)		219		59
Occidental Petroleum Corp.		1,883		142
Omnicom Group, Inc.		249		20
ONE Gas, Inc.		102		7
ONEOK, Inc.		298		14
Oracle Corp.		7,117		291
PACCAR, Inc.		20		1
Paragon Offshore PLC (f)		67		—	@
PayPal Holdings, Inc. (f)		3,239		118
Peabody Energy Corp.		40		—	@
Pentair PLC		6		—	@
People's United Financial, Inc.		170		2
PepsiCo, Inc.		2,814		298
Perrigo Co., PLC		300		27
Pfizer, Inc.		18,142		639
PG&E Corp.		424		27
Philip Morris International, Inc.		2,584		263
Phillips 66		1,357		108
Pioneer Natural Resources Co.		272		41
Pitney Bowes, Inc.		184		3
PNC Financial Services Group, Inc. (The)		1,040		85
PPL Corp.		451		17
Praxair, Inc.		26		3
Procter & Gamble Co. (The)		5,213		441
ProLogis, Inc. REIT		2,487		122
Public Service Enterprise Group, Inc.		451		21
Public Storage REIT		751		192
QUALCOMM, Inc.		4,846		260
Quest Diagnostics, Inc.		222		18
Range Resources Corp.		131		6
Rayonier Advanced Materials, Inc.		153		2
Rayonier, Inc. REIT		350		9
Raytheon Co.		20		3
Realogy Holdings Corp. (f)		600		17
Realty Income Corp. REIT		1,000		69
Regency Centers Corp. REIT		400		33
Regions Financial Corp.		827		7
Republic Services, Inc.		476		24
Robert Half International, Inc.		201		8
Rockwell Automation, Inc.		9		1
Ross Stores, Inc.		512		29
Rouse Properties, Inc. REIT		44		1
Royal Caribbean Cruises Ltd.		2		—	@

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Shares		Value (000)
United States (cont'd)
S&P Global, Inc.		386	$	41
Salesforce.com, Inc. (f)		429		34
Schlumberger Ltd.		2,606		206
Scripps Networks Interactive, Inc., Class A		143		9
Sempra Energy		321		37
Seventy Seven Energy, Inc. (f)		15		—	@
Simon Property Group, Inc. REIT		2,048		444
SL Green Realty Corp. REIT		400		43
Southern Co. (The)		446		24
Southwestern Energy Co. (f)		452		6
Spectra Energy Corp.		565		21
Sprint Corp. (f)		2,086		9
St. Jude Medical, Inc.		334		26
Staples, Inc.		315		3
Starbucks Corp.		3,914		224
State Street Corp.		322		17
Stericycle, Inc. (f)		225		23
Stryker Corp.		295		35
SunTrust Banks, Inc.		411		17
Symantec Corp.		578		12
Sysco Corp.		558		28
T. Rowe Price Group, Inc.		252		18
Talen Energy Corp. (f)		58		1
Target Corp.		2,027		142
TE Connectivity Ltd.		167		10
Tenaris SA		473		7
Texas Instruments, Inc.		5,554		348
Thermo Fisher Scientific, Inc.		376		56
Time Warner, Inc.		1,276		94
Time, Inc.		284		5
TJX Cos., Inc. (The)		999		77
Twenty-First Century Fox, Inc., Class A		2,607		70
Twenty-First Century Fox, Inc., Class B		504		14
Tyco International PLC		27		1
Ultra Petroleum Corp. (f)		130		—	@
Union Pacific Corp.		3,302		288
United Parcel Service, Inc., Class B		3,520		379
United Technologies Corp.		5,854		600
UnitedHealth Group, Inc.		3,281		463
Urban Edge Properties REIT		59		2
US Bancorp		2,489		100
Valero Energy Corp.		526		27
Varian Medical Systems, Inc. (f)		247		20
Ventas, Inc. REIT		1,727		126
VEREIT, Inc. REIT		3,600		36
Verisk Analytics, Inc. (f)		152		12
Verizon Communications, Inc.		9,750		545
VF Corp.		314		19
Viacom, Inc., Class B		263		11
Visa, Inc., Class A		5,032		373
Vornado Realty Trust REIT		818		82
Wal-Mart Stores, Inc.		5,902		431

	Shares		Value (000)
Walgreens Boots Alliance, Inc.		665	$	55
Walt Disney Co. (The)		3,452		338
Waste Management, Inc.		490		32
Weatherford International PLC (f)		874		5
WEC Energy Group, Inc.		199		13
Wells Fargo & Co.		6,641		314
Welltower, Inc. REIT		1,727		132
Western Digital Corp.		64		3
Western Union Co. (The)		80		2
Weyerhaeuser Co. REIT		4,291		128
Whole Foods Market, Inc.		528		17
Williams Cos., Inc. (The)		623		13
WP GLIMCHER, Inc. REIT		524		6
WPX Energy, Inc. (f)		264		2
WW Grainger, Inc.		3		1
Wynn Resorts Ltd.		103		9
Xcel Energy, Inc.		366		16
Xerox Corp.		1,170		11
Xylem, Inc.		121		5
Yahoo!, Inc. (f)		666		25
Zimmer Biomet Holdings, Inc.		225		27
Zoetis, Inc.		2,948		140
				34,809
Total Common Stocks (Cost $51,624)				58,363
	No. of Rights
Rights (0.0%)
Spain (0.0%)
ACS Actividades de Construccion y Servicios SA (f)		323		—	@
United States (0.0%)
Safeway Casa Ley CVR (f)		104		—	@
Safeway PDC, LLC CVR (f)		104		—	@
				—	@
Total Rights (Cost $—@)				—	@
	No. of Warrants
Warrant (0.0%)
France (0.0%)
Peugeot SA, expires 4/29/17 (f) (Cost $—@)		386		1
	Shares
Investment Companies (4.9%)
United States (4.9%)
iShares MSCI Emerging Markets Index Fund		7,100		244
Morgan Stanley Institutional Fund, Inc. — Emerging Markets Portfolio (See Note H)		118,934		2,494
SPDR S&P 500 ETF Trust		17,742		3,717
Total Investment Companies (Cost $6,006)				6,455

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

	Notional Amount (000)		Value (000)
Call Options Purchased (0.1%)
China (0.1%)
USD/CNH October 2016 @ CNH 6.75, Citibank NA		1,710	$	21
USD/CNH October 2016 @ CNH 6.75, Goldman Sachs International		1,320		15
USD/CNH October 2016 @ CNH 6.75, JPMorgan Chase Bank NA		2,780		33
Total Call Options Purchased (Cost $112)				69
	Shares
Short-Term Investments (9.9%)
Investment Company (8.9%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note H) (Cost $11,835)		11,834,743		11,835
	Face Amount (000)
Sovereign (0.4%)
Argentina (0.4%)
Letras del Banco Central de la Republica Argentina, 25.00%, 1/11/17 - 1/25/17	ARS	6,947		404
26.00%, 1/11/17		570		33
26.25%, 1/11/17 - 1/18/17		2,360		138
Total Sovereign (Cost $593)				575
U.S. Treasury Security (0.6%)
U.S. Treasury Bill 0.34%, 10/20/16 (j)(k) (Cost $849)	$	850		849
Total Short-Term Investments (Cost $13,277)				13,259
Total Investments (101.1%) (Cost $124,650) (l)(m)(n)				134,370
Liabilities in Excess of Other Assets (-1.1%)				(1,392	)
Total Written Options Outstanding (0.0%) (Premiums Received $60)				(16	)
Net Assets (100.0%)			$	132,962

(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, 2016.

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

(d) 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, 2016.

(e) Multi-step — Coupon rate changes in predetermined increments to maturity. Rate disclosed is as of June 30, 2016. Maturity date disclosed is the ultimate maturity date.

(f) Non-income producing security.

(g) Security trades on the Hong Kong exchange.

(h) At June 30, 2016, the Portfolio held fair valued securities valued at less than $500, representing less than 0.05% 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.

(i) Security has been deemed illiquid at June 30, 2016.

(j) Rate shown is the yield to maturity at June 30, 2016.

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

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

(m) The approximate fair value and percentage of net assets, $22,425,000 and 16.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(n) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $15,190,000 and the aggregate gross unrealized depreciation is approximately $5,470,000 resulting in net unrealized appreciation of approximately $9,720,000.

@ Value is less than $500.

ADR American Depositary Receipt.

CDI CHESS Depositary Interest.

CVA Certificaten Van Aandelen.

ETF Exchange Traded Fund.

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.
17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Call Options Written:

The Portfolio had the following call options written open at June 30, 2016:

Counterparty	Notional Amount (000)		Description	Strike Price		Expiration Date	Value (000)
Citibank NA		1,710	USD/CNH (Premiums received $18)	CNH	7.25	Oct-16	$	(5	)
Goldman Sachs International		1,320	USD/CNH (Premiums received $13)		7.25	Oct-16		(4	)
JPMorgan Chase Bank NA		2,780	USD/CNH (Premiums received $29)		7.25	Oct-16		(7	)
							$	(16	)

Foreign Currency Forward Exchange Contracts:

The Portfolio had the following foreign currency forward exchange contracts open at June 30, 2016:

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
Australia and New Zealand Banking Group	$	343	NZD	481	7/8/16	$	1
Bank of America NA	CHF	1,612	$	1,669	7/21/16		17
Bank of America NA	EUR	171	$	190	7/21/16		(—	@)
Bank of America NA	GBP	90	$	127	7/21/16		7
Bank of America NA	JPY	11,694	$	114	7/21/16		1
Bank of America NA	PLN	705	$	177	7/21/16		(2	)
Bank of America NA	PLN	1,129	$	284	7/21/16		(2	)
Bank of America NA	$	165	DKK	1,097	7/21/16		(1	)
Bank of America NA	$	275	EUR	250	7/21/16		2
Bank of America NA	$	48	GBP	36	7/21/16		(—	@)
Bank of America NA	$	2,841	SEK	23,907	7/21/16		(13	)
Bank of America NA	$	163	SGD	220	7/21/16		1
Bank of Montreal	GBP	240	$	338	7/21/16		18
Bank of Montreal	$	35	CAD	45	7/21/16		—	@
Bank of Montreal	$	631	CAD	822	7/21/16		6
Bank of Montreal	$	35	CAD	45	7/21/16		—	@
Bank of Montreal	$	35	CAD	45	7/21/16		—	@
Bank of Montreal	$	275	EUR	246	7/21/16		(1	)
Bank of Montreal	$	201	JPY	20,676	7/21/16		(1	)
Bank of Montreal	$	238	JPY	24,679	7/21/16		1
Bank of New York Mellon	CHF	251	$	260	7/21/16		3
Bank of New York Mellon	$	47	GBP	36	7/21/16		—	@
Bank of New York Mellon	$	59	SEK	497	7/21/16		(—	@)
Barclays Bank PLC	AUD	2,329	$	1,700	7/21/16		(36	)
Barclays Bank PLC	EUR	600	$	667	7/21/16		1
Barclays Bank PLC	IDR	272,567	$	20	7/21/16		(—	@)
Barclays Bank PLC	INR	12,822	$	189	7/21/16		(—	@)
Barclays Bank PLC	$	133	AUD	181	7/21/16		2
Barclays Bank PLC	$	665	EUR	600	7/21/16		1
Barclays Bank PLC	$	396	EUR	355	7/21/16		(2	)
Barclays Bank PLC	$	121	INR	8,200	7/21/16		—	@
BNP Paribas SA	$	22	CHF	21	7/21/16		(—	@)
BNP Paribas SA	$	22	CHF	21	7/21/16		—	@
BNP Paribas SA	$	22	CHF	21	7/21/16		(—	@)
BNP Paribas SA	$	17	CLP	12,090	7/21/16		1
BNP Paribas SA	$	18	ILS	71	7/21/16		—	@
Citibank NA	CHF	1,568	$	1,633	7/21/16		25

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
Citibank NA	CHF	373	$	388	7/21/16	$	6
Citibank NA	CNH	15,943	$	2,397	9/22/16		12
Citibank NA	CNH	13,427	$	2,037	3/16/17		48
Citibank NA	CNH	8,763	$	1,291	5/11/17		(3	)
Citibank NA	CNH	8,789	$	1,294	5/11/17		(4	)
Citibank NA	CNH	2,107	$	313	5/11/17		2
Citibank NA	CNH	28,601	$	4,265	5/11/17		43
Citibank NA	EUR	600	$	677	7/21/16		12
Citibank NA	EUR	85	$	94	7/21/16		(—	@)
Citibank NA	GBP	906	$	1,274	7/21/16		69
Citibank NA	JPY	23,858	$	228	7/8/16		(3	)
Citibank NA	JPY	7,768	$	75	7/21/16		—	@
Citibank NA	NOK	4,078	$	482	7/21/16		(5	)
Citibank NA	THB	15,639	$	444	7/21/16		(1	)
Citibank NA	$	689	CHF	659	7/21/16		(13	)
Citibank NA	$	472	CNH	3,201	5/11/17		1
Citibank NA	$	1,245	CNH	8,199	9/22/16		(18	)
Citibank NA	$	227	CNH	1,497	9/22/16		(3	)
Citibank NA	$	2,014	CNH	13,427	3/16/17		(25	)
Citibank NA	$	153	EUR	137	7/21/16		(1	)
Citibank NA	$	75	EUR	66	7/8/16		(2	)
Citibank NA	$	325	EUR	286	7/8/16		(8	)
Citibank NA	$	2,892	GBP	1,942	7/21/16		(306	)
Citibank NA	$	49	GBP	36	7/21/16		(2	)
Citibank NA	$	98	JPY	10,210	7/21/16		—	@
Citibank NA	$	2,035	SEK	17,123	7/21/16		(9	)
Citibank NA	$	1,631	SEK	13,428	7/21/16		(43	)
Citibank NA	$	391	SEK	3,226	7/21/16		(10	)
Citibank NA	$	129	THB	4,571	7/21/16		1
Citibank NA	$	389	THB	13,712	7/21/16		1
Citibank NA	ZAR	5,906	$	398	7/8/16		(3	)
Commonwealth Bank of Australia	AUD	3,208	$	2,342	7/21/16		(50	)
Commonwealth Bank of Australia	$	82	AUD	111	7/21/16		1
Commonwealth Bank of Australia	$	187	AUD	251	7/21/16		—	@
Commonwealth Bank of Australia	$	83	AUD	111	7/21/16		—	@
Commonwealth Bank of Australia	$	784	JPY	81,361	7/21/16		4
Credit Suisse International	CHF	65	$	67	7/21/16		1
Credit Suisse International	EUR	343	$	380	7/21/16		(1	)
Credit Suisse International	GBP	272	$	363	7/21/16		1
Credit Suisse International	NZD	331	$	231	7/21/16		(5	)
Credit Suisse International	THB	3,070	$	87	7/21/16		(1	)
Credit Suisse International	$	82	AUD	111	7/21/16		1
Credit Suisse International	$	207	GBP	156	7/21/16		1
Credit Suisse International	$	191	ILS	741	7/21/16		1
Credit Suisse International	$	62	MYR	250	7/21/16		—	@
Credit Suisse International	$	39	MYR	160	7/21/16		1
Credit Suisse International	$	61	MYR	249	7/21/16		1
Credit Suisse International	$	9	NZD	12	7/21/16		—	@
Credit Suisse International	$	132	NZD	189	7/21/16		3
Credit Suisse International	$	48	SGD	65	7/21/16		—	@

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
Credit Suisse International	$	48	SGD	66	7/21/16	$	—	@
Credit Suisse International	$	48	SGD	65	7/21/16		—	@
Credit Suisse International	$	44	THB	1,559	7/21/16		—	@
Credit Suisse International	$	44	THB	1,564	7/21/16		—	@
Credit Suisse International	$	44	THB	1,559	7/21/16		—	@
Goldman Sachs International	CHF	271	$	281	7/21/16		3
Goldman Sachs International	EUR	316	$	356	7/21/16		5
Goldman Sachs International	EUR	302	$	336	7/21/16		1
Goldman Sachs International	GBP	396	$	558	7/21/16		30
Goldman Sachs International	JPY	41,628	$	403	7/21/16		(—	@)
Goldman Sachs International	NZD	421	$	299	7/21/16		(1	)
Goldman Sachs International	RUB	6,817	$	106	7/21/16		(—	@)
Goldman Sachs International	$	442	EUR	396	7/21/16		(2	)
Goldman Sachs International	$	89	HKD	688	7/21/16		—	@
Goldman Sachs International	$	89	HKD	690	7/21/16		—	@
Goldman Sachs International	$	120	HKD	927	7/21/16		—	@
Goldman Sachs International	$	89	HKD	688	7/21/16		—	@
Goldman Sachs International	$	3	HUF	825	7/21/16		(—	@)
Goldman Sachs International	$	203	JPY	20,614	7/21/16		(4	)
Goldman Sachs International	$	381	JPY	39,534	7/21/16		2
Goldman Sachs International	$	202	JPY	20,614	7/21/16		(2	)
Goldman Sachs International	$	9	NZD	12	7/21/16		—	@
Goldman Sachs International	$	9	NZD	12	7/21/16		—	@
Goldman Sachs International	$	57	RUB	3,736	7/21/16		1
Goldman Sachs International	$	58	RUB	3,747	7/21/16		1
Goldman Sachs International	$	1,597	RUB	106,285	7/21/16		58
Goldman Sachs International	$	57	RUB	3,736	7/21/16		1
HSBC Bank PLC	BRL	1,716	$	470	7/8/16		(64	)
HSBC Bank PLC	CAD	310	MXN	4,400	7/8/16		1
HSBC Bank PLC	CAD	275	$	211	7/8/16		(2	)
HSBC Bank PLC	EUR	226	NOK	2,100	7/8/16		(—	@)
HSBC Bank PLC	EUR	64	SEK	590	7/8/16		(1	)
HSBC Bank PLC	EUR	6	$	7	7/8/16		—	@
HSBC Bank PLC	EUR	143	$	160	7/8/16		1
HSBC Bank PLC	EUR	210	$	240	7/8/16		7
HSBC Bank PLC	GBP	29	EUR	38	7/8/16		4
HSBC Bank PLC	GBP	1	$	1	7/8/16		—	@
HSBC Bank PLC	GBP	39	$	57	7/8/16		5
HSBC Bank PLC	MXN	5,000	JPY	29,695	7/8/16		14
HSBC Bank PLC	MXN	17,786	$	962	7/8/16		(10	)
HSBC Bank PLC	PLN	802	$	212	7/8/16		9
HSBC Bank PLC	RON	1,570	$	388	7/8/16		3
HSBC Bank PLC	$	13	CAD	16	7/8/16		(—	@)
HSBC Bank PLC	$	8	GBP	6	7/8/16		(—	@)
HSBC Bank PLC	$	14	JPY	1,444	7/8/16		—	@
HSBC Bank PLC	$	25	JPY	2,584	7/8/16		—	@
HSBC Bank PLC	$	553	KRW	654,466	7/8/16		15
HSBC Bank PLC	$	332	MXN	6,302	7/8/16		12
HSBC Bank PLC	$	154	MYR	630	7/8/16		2
HSBC Bank PLC	$	316	NOK	2,626	7/8/16		(2	)

The accompanying notes are an integral part of the financial statements.
20

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
HSBC Bank PLC	$	388	NZD	546	7/8/16	$	2
HSBC Bank PLC	$	185	SEK	1,536	7/8/16		(3	)
HSBC Bank PLC	ZAR	4,639	$	293	7/8/16		(21	)
JPMorgan Chase Bank NA	AUD	350	$	256	7/21/16		(5	)
JPMorgan Chase Bank NA	CHF	1,409	$	1,459	7/21/16		15
JPMorgan Chase Bank NA	CNH	15,983	$	2,404	9/22/16		14
JPMorgan Chase Bank NA	CNH	1,134	$	174	9/22/16		4
JPMorgan Chase Bank NA	CNH	33,756	$	5,158	9/22/16		109
JPMorgan Chase Bank NA	CNH	823	$	126	9/22/16		3
JPMorgan Chase Bank NA	CNH	8,763	$	1,297	5/11/17		4
JPMorgan Chase Bank NA	EUR	190	CHF	210	7/8/16		4
JPMorgan Chase Bank NA	EUR	171	PLN	750	7/8/16		1
JPMorgan Chase Bank NA	EUR	114	$	126	7/21/16		(1	)
JPMorgan Chase Bank NA	EUR	285	$	314	7/8/16		(2	)
JPMorgan Chase Bank NA	GBP	180	$	253	7/8/16		13
JPMorgan Chase Bank NA	MXN	1,422	$	75	7/21/16		(3	)
JPMorgan Chase Bank NA	PLN	1,598	$	404	7/8/16		(—	@)
JPMorgan Chase Bank NA	TRY	50	$	17	7/21/16		(1	)
JPMorgan Chase Bank NA	TWD	5,961	$	184	7/21/16		(1	)
JPMorgan Chase Bank NA	$	684	CHF	659	7/21/16		(8	)
JPMorgan Chase Bank NA	$	159	CHF	158	7/8/16		2
JPMorgan Chase Bank NA	$	5,105	CNH	33,387	9/22/16		(111	)
JPMorgan Chase Bank NA	$	2,487	CNH	16,356	9/22/16		(40	)
JPMorgan Chase Bank NA	$	1,242	CNH	8,199	9/22/16		(16	)
JPMorgan Chase Bank NA	$	148	DKK	990	7/8/16		(1	)
JPMorgan Chase Bank NA	$	3	EUR	3	7/8/16		—	@
JPMorgan Chase Bank NA	$	297	EUR	266	7/21/16		(2	)
JPMorgan Chase Bank NA	$	279	EUR	250	7/21/16		(2	)
JPMorgan Chase Bank NA	$	282	HKD	2,187	7/21/16		—	@
JPMorgan Chase Bank NA	$	392	KRW	458,554	7/21/16		6
JPMorgan Chase Bank NA	$	61	MYR	249	7/21/16		1
JPMorgan Chase Bank NA	$	400	NZD	567	7/21/16		4
JPMorgan Chase Bank NA	$	133	NZD	190	7/8/16		2
JPMorgan Chase Bank NA	$	1,121	SEK	9,435	7/21/16		(5	)
JPMorgan Chase Bank NA	$	98	SGD	135	7/8/16		2
JPMorgan Chase Bank NA	$	144	THB	5,150	7/8/16		2
JPMorgan Chase Bank NA	$	80	TRY	240	7/8/16		3
JPMorgan Chase Bank NA	$	209	TWD	6,725	7/21/16		(—	@)
JPMorgan Chase Bank NA	ZAR	5,250	$	345	7/8/16		(11	)
JPMorgan Chase Bank NA	ZAR	2,111	$	135	7/21/16		(8	)
Northern Trust Company	$	109	SGD	147	7/21/16		1
State Street Bank and Trust Co.	$	400	AUD	542	7/21/16		3
State Street Bank and Trust Co.	$	278	EUR	251	7/21/16		1
UBS AG	AUD	118	$	85	7/8/16		(3	)
UBS AG	BRL	1,382	$	431	7/21/16		3
UBS AG	CAD	52	$	40	7/8/16		(—	@)
UBS AG	CHF	1,625	$	1,683	7/21/16		17
UBS AG	EUR	537	$	599	7/8/16		3
UBS AG	EUR	164	$	182	7/8/16		—	@
UBS AG	GBP	160	EUR	210	7/8/16		20

The accompanying notes are an integral part of the financial statements.
21

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Foreign Currency Forward Exchange Contracts: (cont'd)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Delivery Date	Unrealized Appreciation (Depreciation) (000)
UBS AG	GBP	177	$	259	7/8/16	$	24
UBS AG	GBP	463	$	652	7/21/16		35
UBS AG	GBP	91	$	120	7/21/16		(1	)
UBS AG	KRW	945,473	$	802	7/21/16		(19	)
UBS AG	MXN	5,183	$	272	7/21/16		(11	)
UBS AG	NZD	740	EUR	445	7/8/16		(35	)
UBS AG	NZD	1,501	$	1,006	7/8/16		(66	)
UBS AG	$	386	BRL	1,360	7/21/16		36
UBS AG	$	729	CAD	951	7/21/16		6
UBS AG	$	2,464	EUR	2,209	7/8/16		(12	)
UBS AG	$	375	EUR	331	7/8/16		(7	)
UBS AG	$	295	EUR	264	7/8/16		(3	)
UBS AG	$	698	EUR	625	7/21/16		(4	)
UBS AG	$	984	GBP	690	7/8/16		(66	)
UBS AG	$	1,923	JPY	211,158	7/8/16		122
UBS AG	$	131	JPY	13,559	7/21/16		1
UBS AG	$	260	KRW	300,453	7/21/16		—	@
UBS AG	$	129	KRW	152,851	7/21/16		3
UBS AG	$	54	MXN	1,011	7/8/16		2
UBS AG	$	258	PLN	1,035	7/8/16		4
UBS AG	$	59	SGD	80	7/21/16		—	@
						$	(186	)

Futures Contracts:

The Portfolio had the following futures contracts open at June 30, 2016:

	Number of Contracts		Value (000)		Expiration Date	Unrealized Appreciation (Depreciation) (000)
Long:
CAC 40 Index (France)		1	$	47	Jul-16	$	1
Dax Index (Germany)		1		268	Sep-16		3
Euro Stoxx 50 Index (Germany)		67		2,123	Sep-16		19
FTSE MIB Index (Italy)		5		449	Sep-16		2
Hang Seng Index (Hong Kong)		4		540	Jul-16		3
IBEX 35 Index (Spain)		7		631	Jul-16		(7	)
MSCI Emerging Market E Mini (United States)		154		6,427	Sep-16		187
MSCI Singapore Free Index (Singapore)		16		377	Jul-16		18
NIKKEI 225 Index (Japan)		43		3,277	Sep-16		(176	)
S&P 500 E Mini Index (United States)		99		10,347	Sep-16		87
S+P TSE 60 Index (Canada)		10		1,261	Sep-16		(13	)
SPI 200 Index (Australia)		10		965	Sep-16		11
U.S. Treasury 2 yr. Note (United States)		19		4,167	Sep-16		29
U.S. Treasury 5 yr. Note (United States)		34		4,154	Sep-16		76

The accompanying notes are an integral part of the financial statements.
22

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Futures Contracts: (cont'd)

	Number of Contracts		Value (000)			Expiration Date	Unrealized Appreciation (Depreciation) (000)
Short:
Brent Crude Futures (United Kingdom)		8	$	(398	)	Jul-16	$	(7	)
Copper Futures (United States)		8		(439	)	Sep-16		(5	)
German Euro Bund (Germany)		81		(15,022	)	Sep-16		(287	)
U.S. Treasury 10 yr. Note (United States)		61		(8,112	)	Sep-16		(108	)
U.S. Treasury Long Bond (United States)		8		(1,379	)	Sep-16		(78	)
							$	(245	)

Credit Default Swap Agreement:

The Portfolio had the following credit default swap agreement open at June 30, 2016:

Swap Counterparty and Reference Obligation				Buy/Sell Protection				Notional Amount (000)				Pay/Receive Fixed Rate				Termination Date				Upfront Payment (Received) (000)				Unrealized Appreciation (000)				Value (000)				Credit Rating of Reference Obligation†
Barclays Bank PLC Russian Federation				Sell				$	1,091				1.00	%		6/20/21				$	(92	)		$	26			$	(66	)		BB+

Interest Rate Swap Agreements:

The Portfolio had the following interest rate swap agreements open at June 30, 2016:

Swap Counterparty	Floating Rate Index	Pay/Receive Floating Rate	Fixed Rate			Termination Date	Notional Amount (000)		Unrealized Appreciation (Depreciation) (000)
Bank of America NA	6 Month BBSW	Pay		2.50	%	5/6/26	AUD	1,133	$	25
Barclays Bank PLC	3 Month STIBOR	Receive		1.34		10/12/25	SEK	1,630		(14	)
Barclays Bank PLC	3 Month STIBOR	Receive		1.37		10/14/25		1,540		(14	)
BNP Paribas SA	3 Month STIBOR	Receive		1.34		10/12/25		1,741		(15	)
Citibank NA	3 Month STIBOR	Receive		1.28		10/6/25		4,258		(35	)
Citibank NA	3 Month STIBOR	Receive		1.34		10/12/25		2,171		(19	)
Citibank NA	3 Month STIBOR	Receive		1.39		10/13/25		3,905		(37	)
Citibank NA	3 Month STIBOR	Receive		1.37		10/14/25		1,267		(12	)
Citibank NA	6 Month BBSW	Pay		2.51		5/6/26	AUD	1,131		25
Goldman Sachs International	3 Month STIBOR	Receive		1.39		10/13/25	SEK	1,224		(11	)
JPMorgan Chase Bank NA	3 Month STIBOR	Receive		1.25		10/6/25		2,438		(19	)
JPMorgan Chase Bank NA	3 Month STIBOR	Receive		1.29		10/7/25		4,000		(33	)
JPMorgan Chase Bank NA	3 Month STIBOR	Receive		1.33		10/8/25		2,496		(22	)
JPMorgan Chase Bank NA	3 Month STIBOR	Receive		1.38		10/13/25		4,328		(41	)
JPMorgan Chase Bank NA	6 Month BBSW	Pay		2.55		5/5/26	AUD	1,130		28
JPMorgan Chase Bank NA	6 Month BBSW	Pay		2.44		5/20/26		1,935		35
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.71		3/19/20	$	2,900		(89	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.29		3/7/21		2,270		(41	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		2.45		7/17/25		1,400		(149	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.73		3/11/26		5,120		(189	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.68		4/4/26		90		(3	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Pay		1.61		4/13/26		6,280		195
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.76		4/26/26		270		(10	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.49		6/16/26		2,725		(24	)
Morgan Stanley & Co., LLC*	3 Month LIBOR	Receive		1.50		6/16/26		2,725		(26	)
									$	(495	)

The accompanying notes are an integral part of the financial statements.
23

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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, 2016:

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

U.S. Apartment REITs††

2,175

3 Month USD LIBOR minus 0.24%

Pay

4/20/17

(89

)

Bank of America NA

U.S. Apartment REITs††

130

3 Month USD LIBOR minus 0.24%

Pay

4/20/17

)

Citibank NA

U.S. Media Index††

2,697

3 Month USD LIBOR minus 0.15%

Pay

2/8/17

(127

)

Goldman Sachs International

Global Aerospace Index††

2,190

3 Month USD LIBOR minus 0.25%

Pay

4/6/17

(15

)

Goldman Sachs International

Global Aerospace Index††

738

3 Month USD LIBOR minus 0.25%

Pay

4/6/17

(11

)

Goldman Sachs International

Global Aerospace Index††

1,490

3 Month USD LIBOR minus 0.25%

Pay

4/6/17

Goldman Sachs International

Iron Ore Index††

308

3 Month USD LIBOR minus 0.65%

Pay

5/15/17

(33

)

Goldman Sachs International

U.S. Consumer Staples Index††

846

3 Month USD LIBOR minus 0.15%

Pay

3/2/17

(35

)

Goldman Sachs International

USD Liquid High Yield Index

1,950

3 Month USD LIBOR plus 0.64%

Receive

12/23/16

JPMorgan Chase Bank NA

Chinese Internets††

819

3 Month USD LIBOR minus 0.01%

Pay

5/10/17

(37

)

(302

)

†† See tables below for details of the equity basket holdings underlying the swap.

The following table represents the equity basket holdings underlying the total return swap with U.S. Apartment REITs as of June 30, 2016.

Security Description	Index Weight
U.S. Apartment REITs
Apartment Investment & Management Co.		6.76	%
AvalonBay Communities, Inc.		24.00
Camden Property Trust		7.45
Equity Residential		24.39
Essex Property Trust, Inc.		14.59
Independence Realty Trust, Inc.		0.32
Mid-America Apartment Communities, Inc.		7.81
Monogram Residential Trust, Inc.		1.29
Post Propertie,s Inc.		3.78
UDR, Inc.		9.61
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with U.S. Media Index as of June 30, 2016.

Security Description	Index Weight
U.S. Media Index
CBS Corp.		3.86	%
Charter Communications, Inc.		7.92
Comcast Corp.		25.72
Discovery Communications, Inc.		1.06
Discovery Communications, Inc.		0.61
DISH Network Corp.		1.88
Interpublic Group of Cos, Inc. (The)		1.51
Liberty Braves Group		0.05
Liberty Braves Group		0.02
Liberty Global PLC		2.84
Liberty Global PLC		1.19
Liberty Global PLC LiLAC		0.40
Liberty Global PLC LiLAC		0.17

Security Description	Index Weight
U.S. Media Index (cont'd)
Liberty Media Group		0.15	%
Liberty Media Group		0.07
Liberty SiriusXM Group		1.00
Liberty SiriusXM Group		0.46
News Corp.		0.69
Omnicom Group, Inc.		3.17
Scripps Networks Interactive, Inc.		0.75
Sirius XM Holdings, Inc.		1.53
TEGNA, Inc.		0.80
Time Warner, Inc.		9.61
Twenty-First Century Fox, Inc.		5.29
Twenty-First Century Fox, Inc.		1.92
Viacom, Inc.		2.30
Walt Disney Co. (The)		25.03
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with Global Aerospace Index as of June 30, 2016.

Security Description	Index Weight
Global Aerospace Index
Airbus Group SE		19.44	%
B/E Aerospace, Inc.		2.08
Boeing Co. (The)		37.73
KLX, Inc.		0.73
Rolls-Royce Holdings PLC		7.41
Safran SA		12.23
Spirit AeroSystems Holdings, Inc.		4.67
Thales SA		3.73
TransDigm Group, Inc.		6.19
Zodiac Aerospace		5.79
		100.00	%

The accompanying notes are an integral part of the financial statements.
24

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

The following table represents the equity basket holdings underlying the total return swap with Iron Ore Index as of June 30, 2016.

Security Description	Index Weight
Iron Ore Index
African Rainbow Minerals Ltd.		0.95	%
Assore Ltd.		0.33
BHP Billiton Ltd.		39.37
Ferrexpo PLC		0.10
Fortescue Metals Group Ltd.		6.93
Kumba Iron Ore Ltd.		1.47
Rio Tinto PLC		37.46
Vale SA		13.39
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with U.S. Consumer Staples Index as of June 30, 2016.

Security Description	Index Weight
U.S. Consumer Staples Index
Altria Group, Inc.		6.94	%
Archer-Daniels-Midland Co.		1.31
Brown-Forman Corp.		0.52
Campbell Soup Co.		0.61
Church & Dwight Co., Inc.		0.69
Clorox Co. (The)		0.92
Coca-Cola Co. (The)		9.10
Coca-Cola European Partners PLC		0.38
Colgate-Palmolive Co.		3.37
ConAgra Foods, Inc.		1.06
Constellation Brands, Inc.		1.47
Costco Wholesale Corp.		3.52
CVS Health Corp.		5.44
Dr. Pepper Snapple Group, Inc.		0.94
Estee Lauder Cos, Inc. (The)		1.04
General Mills, Inc.		2.19
Hershey Co. (The)		0.84
Hormel Foods Corp.		0.51
JM Smucker Co. (The)		0.93
Kellogg Co.		1.07
Kimberly-Clark Corp.		2.56
Kraft Heinz Co. (The)		2.70
Kroger Co. (The)		1.84
McCormick & Co., Inc.		0.64
Mead Johnson Nutrition Co.		0.87
Molson Coors Brewing Co.		0.94
Mondelez International, Inc.		3.71
Monster Beverage Corp.		1.23
PepsiCo, Inc.		7.92
Philip Morris International, Inc.		8.09
Procter & Gamble Co. (The)		11.82
Reynolds American, Inc.		2.29
Sysco Corp.		1.37
Tyson Foods, Inc.		1.01

Security Description	Index Weight
U.S. Consumer Staples Index (cont'd)
Walgreens Boots Alliance, Inc.		3.72
Wal-Mart Stores, Inc.		5.88
Whole Foods Market, Inc.		0.56
		100.00	%

The following table represents the equity basket holdings underlying the total return swap with Chinese Internets as of June 30, 2016.

Security Description	Index Weight
Chinese Internets
Alibaba Group Holding Ltd.		35.07	%
Baidu, Inc.		9.92
Ctrip.com International Ltd.		3.29
JD.com, Inc.		5.29
Kingsoft Corp. Ltd.		0.45
NetEase, Inc.		4.49
New Oriental Education & Technology Group		1.15
Sohu.com, Inc.		0.25
TAL Education Group		0.88
Tencent Holdings Ltd.		38.04
Vipshop Holdings Ltd.		1.17
		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.

BBSW Australia's Bank Bill Swap

LIBOR London Interbank Offered Rate

STIBOR Stockholm Interbank Offered Rate

ARS — Argentine Peso

AUD — Australian Dollar

BRL — Brazilian Real

CAD — Canadian Dollar

CHF — Swiss Franc

CLP — Chilean Peso

CNH — 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

RON — Romanian New Leu

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

The accompanying notes are an integral part of the financial statements.
25

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Strategist Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Common Stocks		43.4	%
Fixed Income Securities		41.8
Short-Term Investments		9.9
Other**		4.9
Total Investments		100.0	%***

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

*** Does not include open call options written with a value of approximately $16,000. Does not include open long/short futures contracts with an underlying face amount of approximately $60,383,000 with net unrealized depreciation of approximately $245,000. Does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately $186,000 and does not include open swap agreements with net unrealized depreciation of approximately $771,000.

The accompanying notes are an integral part of the financial statements.
26

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Global Strategist Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $109,715)	$	120,041
Investment in Securities of Affiliated Issuer, at Value (Cost $14,935)		14,329
Total Investments in Securities, at Value (Cost $124,650)		134,370
Foreign Currency, at Value (Cost $276)		284
Receivable for Variation Margin on Futures Contracts		2,297
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		944
Receivable for Investments Sold		706
Interest Receivable		430
Receivable for Variation Margin on Swap Agreements		214
Unrealized Appreciation on Swap Agreements		186
Tax Reclaim Receivable		123
Dividends Receivable		116
Receivable for Swap Agreements Termination		79
Receivable from Affiliate		2
Receivable for Portfolio Shares Sold		2
Other Assets		16
Total Assets		139,769
Liabilities:
Payable for Investments Purchased		3,931
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		1,130
Unrealized Depreciation on Swap Agreements		621
Due to Broker		340
Payable for Swap Agreements Termination		291
Payable for Custodian Fees		151
Premium Received on Open Swap Agreements		92
Payable for Advisory Fees		66
Payable for Servicing Fees		42
Payable for Professional Fees		39
Options Written, at Value (Premiums received $60)		16
Payable for Portfolio Shares Redeemed		15
Payable for Administration Fees		9
Payable for Transfer Agency Fees		2
Payable for Directors' Fees and Expenses		2
Payable for Distribution Fees — Class II Shares		2
Other Liabilities		58
Total Liabilities		6,807
Net Assets	$	132,962
Net Assets Consist of:
Paid-in-Capital	$	130,048
Undistributed Net Investment Income		652
Accumulated Net Realized Loss		(6,288	)
Unrealized Appreciation (Depreciation) on:
Investments		10,326
Investments in Affiliates		(606	)
Futures Contracts		(245	)
Options Written		44
Swap Agreements		(771	)
Foreign Currency Forward Exchange Contracts		(186	)
Foreign Currency Translations		(12	)
Net Assets	$	132,962
CLASS I:
Net Assets	$	110,735
Net Asset Value, Offering and Redemption Price Per Share Applicable to 11,551,738 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	9.59
CLASS II:
Net Assets	$	22,227
Net Asset Value, Offering and Redemption Price Per Share Applicable to 2,329,269 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	9.54

The accompanying notes are an integral part of the financial statements.
27

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Global Strategist Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $59 of Foreign Taxes Withheld)	$	1,044
Interest from Securities of Unaffiliated Issuers		723
Dividends from Securities of Affiliated Issuer (Note H)		13
Total Investment Income		1,780
Expenses:
Advisory Fees (Note B)		509
Custodian Fees (Note G)		187
Servicing Fees (Note D)		105
Professional Fees		61
Pricing Fees		58
Administration Fees (Note C)		54
Distribution Fees — Class II Shares (Note E)		29
Shareholder Reporting Fees		16
Transfer Agency Fees (Note F)		5
Directors' Fees and Expenses		3
Other Expenses		11
Total Expenses		1,038
Waiver of Advisory Fees (Note B)		(399	)
Distribution Fees — Class II Shares Waived (Note E)		(17	)
Rebate from Morgan Stanley Affiliate (Note H)		(16	)
Net Expenses		606
Net Investment Income		1,174
Realized Gain (Loss):
Investments Sold		182
Foreign Currency Forward Exchange Contracts		774
Foreign Currency Transactions		135
Futures Contracts		(1,285	)
Options Written		5
Swap Agreements		(478	)
Net Realized Loss		(667	)
Change in Unrealized Appreciation (Depreciation):
Investments		4,350
Investments in Affiliates		153
Foreign Currency Forward Exchange Contracts		(410	)
Foreign Currency Translations		2
Futures Contracts		(459	)
Swap Agreements		(865	)
Options Written		39
Net Change in Unrealized Appreciation (Depreciation)		2,810
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		2,143
Net Increase in Net Assets Resulting from Operations	$	3,317

The accompanying notes are an integral part of the financial statements.
28

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Global Strategist Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,174		$	2,814
Net Realized Loss		(667	)		(3,659	)
Net Change in Unrealized Appreciation (Depreciation)		2,810			(9,556	)
Net Increase (Decrease) in Net Assets Resulting from Operations		3,317			(10,401	)
Distributions from and/or in Excess of:
Class I:
Net Investment Income		—			(2,268	)
Net Realized Gain		(488	)		(1,065	)
Class II:
Net Investment Income		—			(424	)
Net Realized Gain		(98	)		(214	)
Total Distributions		(586	)		(3,971	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		1,254			3,462
Distributions Reinvested		488			3,333
Redeemed		(12,518	)		(25,571	)
Class II:
Subscribed		454			997
Distributions Reinvested		98			638
Redeemed		(3,274	)		(4,363	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(13,498	)		(21,504	)
Total Decrease in Net Assets		(10,767	)		(35,876	)
Net Assets:
Beginning of Period		143,729			179,605
End of Period (Including Undistributed Net Investment Income and Distributions in Excess of Net Investment Income of $652 and $(522), respectively)	$	132,962		$	143,729
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		133			342
Shares Issued on Distributions Reinvested		51			337
Shares Redeemed		(1,332	)		(2,565	)
Net Decrease in Class I Shares Outstanding		(1,148	)		(1,886	)
Class II:
Shares Subscribed		48			98
Shares Issued on Distributions Reinvested		10			65
Shares Redeemed		(347	)		(436	)
Net Decrease in Class II Shares Outstanding		(289	)		(273	)

The accompanying notes are an integral part of the financial statements.
29

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Global Strategist Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	9.39		$	10.28		$	11.06		$	9.55		$	8.58		$	9.02
Income (Loss) from Investment Operations:
Net Investment Income†		0.08			0.17			0.20			0.18			0.14			0.13
Net Realized and Unrealized Gain (Loss)		0.16			(0.81	)		0.06			1.34			1.00			(0.45	)
Total from Investment Operations		0.24			(0.64	)		0.26			1.52			1.14			(0.32	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.17	)		(0.09	)		(0.01	)		(0.19	)		(0.12	)
Net Realized Gain		(0.04	)		(0.08	)		(0.95	)		—			—			—
Total Distributions		(0.04	)		(0.25	)		(1.04	)		(0.01	)		(0.19	)		(0.12	)
Regulatory Settlement Proceeds		—			—			—			—			0.02	††		—
Net Asset Value, End of Period	$	9.59		$	9.39		$	10.28		$	11.06		$	9.55		$	8.58
Total Return ++		2.58	%#		(6.39	)%		2.15	%		15.95	%		13.84	%		(3.68	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	110,735		$	119,248		$	150,001		$	157,059		$	63,205		$	64,668
Ratio of Expenses to Average Net Assets ⁽¹⁾		0.88	%+*		0.69	%+^^^		0.56	%+		0.62	%+^^		0.94	%+		0.96	%+^
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			N/A			N/A			0.94	%+		N/A
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		1.74	%+*		1.73	%+		1.86	%+		1.69	%+		1.53	%+		1.42	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.02	%*		0.03	%		0.04	%		0.04	%		0.06	%		0.06	%
Portfolio Turnover Rate		51	%#		146	%		82	%		168	%		105	%		109	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.49	%*		1.47	%		1.42	%		1.32	%		1.72	%		1.76	%
Net Investment Income to Average Net Assets		1.13	%*		0.95	%		1.00	%		0.99	%		0.75	%		0.62	%

† Per share amount is based on average shares outstanding.

†† During the year ended December 31, 2012, the Portfolio received a regulatory settlement from an unaffiliated third party, which had an impact of 0.23% 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 13.61%.

^^^ Effective August 1, 2015, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.90% for Class I shares. Prior to August 1, 2015, the maximum ratio was 0.60% for Class I shares.

^^ 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.

^ 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.
30

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Global Strategist Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,												Period from March 15, 2011^ to December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	9.35		$	10.24		$	11.03		$	9.54		$	8.57		$	9.04
Income (Loss) from Investment Operations:
Net Investment Income†		0.08			0.16			0.19			0.17			0.13			0.11
Net Realized and Unrealized Gain (Loss)		0.15			(0.82	)		0.06			1.33			1.01			(0.46	)
Total from Investment Operations		0.23			(0.66	)		0.25			1.50			1.14			(0.35	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.15	)		(0.09	)		(0.01	)		(0.19	)		(0.12	)
Net Realized Gain		(0.04	)		(0.08	)		(0.95	)		—			—			—
Total Distributions		(0.04	)		(0.23	)		(1.04	)		(0.01	)		(0.19	)		(0.12	)
Regulatory Settlement Proceeds		—			—			—			—			0.02	††		—
Net Asset Value, End of Period	$	9.54		$	9.35		$	10.24		$	11.03		$	9.54		$	8.57
Total Return ++		2.49	%#		(6.53	)%		2.00	%		15.75	%		13.70	%		(4.00	)%#
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	22,227		$	24,481		$	29,604		$	33,988		$	241		$	65
Ratio of Expenses to Average Net Assets ⁽¹⁾		0.98	%+*		0.79	%+^^^^		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			N/A			1.04	%+		N/A
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		1.64	%+*		1.63	%+		1.76	%+		1.59	%+		1.43	%+		1.32	%+*
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.02	%*		0.03	%		0.04	%		0.04	%		0.06	%		0.06	%*
Portfolio Turnover Rate		51	%#		146	%		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	%*		1.76	%		1.77	%		1.67	%		2.07	%		2.11	%*
Net Investment Income to Average Net Assets		0.88	%*		0.66	%		0.65	%		0.64	%		0.40	%		0.27	%*

^ Commencement of Offering.

† Per share amount is based on average shares outstanding.

†† 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%.

^^^^ Effective August 1, 2015, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class II shares. Prior to August 1, 2015, the maximum ratio was 0.70% for Class II shares.

^^^ 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 ratio 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.
31

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements

The accompanying financial statements relate to the Global Strategist Portfolio. The Portfolio seeks total return and 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.

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), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges; (3) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that

day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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) 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 Directors or quotes from a broker or dealer; (7) 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; (8) 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; (9) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

value ("NAV") as of the close of each business day; and (10) 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 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.

• 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.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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 Mortgages	$	—		$	325	$	—		$	325
Agency Fixed Rate Mortgages		—			4,724		—			4,724
Asset-Backed Securities		—			371		—			371
Collateralized Mortgage Obligations - Agency Collateral Series		—			357		—			357
Commercial Mortgage-Backed Securities		—	��		1,448		—			1,448
Corporate Bonds		—			13,087		—			13,087
Mortgages - Other		—			550		—			550
Sovereign		—			26,585		—			26,585
U.S. Treasury Securities		—			8,776		—			8,776
Total Fixed Income Securities		—			56,223		—			56,223
Common Stocks
Aerospace & Defense		1,205			237		—			1,442
Air Freight & Logistics		441			40		—			481
Airlines		—			511		—			511
Auto Components		42			189		—			231
Automobiles		123			587		—			710
Banks		2,031			1,563		—	†		3,594	†
Beverages		395			622		—			1,017
Biotechnology		990			381		—			1,371
Building Products		—			496		—			496
Capital Markets		545			535		—			1,080
Chemicals		437			645		—			1,082
Commercial Services & Supplies		100			152		—			252
Communications Equipment		423			138		—			561
Construction & Engineering		2			519		—			521
Construction Materials		—			164		—			164
Consumer Finance		510			—		—			510
Containers & Packaging		27			27		—			54
Diversified Finanancial Services		—			21		—			21
Diversified Financial Services		400			311		—			711
Diversified Telecommunication Services		657			867		—			1,524
Electric Utilities		387			301		—			688
Electrical Equipment		108			336		—			444
Electronic Equipment, Instruments & Components		49			292		—			341

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)
Energy Equipment & Services	$	981	$	41	$	—		$	1,022
Food & Staples Retailing		1,372		287		—			1,659
Food Products		192		916		—			1,108
Gas Utilities		7		76		—			83
Health Care Equipment & Supplies		815		254		—			1,069
Health Care Providers & Services		875		55		—			930
Health Care Technology		31		—		—			31
Hotels, Restaurants & Leisure		545		346		—			891
Household Durables		—		131		—			131
Household Products		1,058		324		—			1,382
Independent Power Producers & Energy Traders		4		—		—			4
Industrial Conglomerates		704		200		—			904
Information Technology Services		1,372		308		—			1,680
Insurance		286		1,044		—			1,330
Internet & Catalog Retail		656		22		—			678
Internet Software & Services		1,157		21		—			1,178
Life Sciences Tools & Services		65		80		—			145
Machinery		173		583		—			756
Marine		—		66		—			66
Media		1,100		660		—			1,760
Metals & Mining		1,259		497		—			1,756
Multi-Utilities		162		263		—			425
Multi-Line Retail		157		69		—			226
Oil, Gas & Consumable Fuels		2,014		894		—			2,908
Paper & Forest Products		—		18		—			18
Personal Products		33		378		—			411
Pharmaceuticals		3,493		2,175		—			5,668
Professional Services		44		472		—			516
Real Estate Investment Trusts (REITs)		2,888		309		—			3,197
Real Estate Management & Development		121		301		—			422
Road & Rail		436		317		—			753
Semiconductors & Semiconductor Equipment		814		216		—	@		1,030
Software		1,069		86		—			1,155
Specialty Retail		904		179		—			1,083
Tech Hardware, Storage & Peripherals		1,302		123		—			1,425

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Textiles, Apparel & Luxury Goods	$	384		$	271		$	—		$	655
Thrifts & Mortgage Finance		3			3			—			6
Tobacco		560			529			—			1,089
Trading Companies & Distributors		5			191			—			196
Transportation Infrastructure		—			277			—			277
Water Utilities		—			53			—			53
Wireless Telecommunication Services		25			456			—			481
Total Common Stocks		35,938			22,425			—	@†		58,363	†
Rights		—	@		—	@		—			—	@
Warrant		1			—			—			1
Investment Companies		6,455			—			—			6,455
Call Options Purchased		—			69			—			69
Short-Term Investments
Investment Company		11,835			—			—			11,835
Sovereign		—			575			—			575
U.S. Treasury Security		—			849			—			849
Total Short-Term Investments		11,835			1,424			—			13,259
Foreign Currency Forward Exchange Contracts		—			944			—			944
Futures Contracts		436			—			—			436
Credit Default Swap Agreement		—			26			—			26
Interest Rate Swap Agreements		—			308			—			308
Total Return Swap Agreements		—			47			—			47
Total Assets		54,665			81,466			—	@†		136,131	†
Liabilities:
Call Options Written		—			(16	)		—			(16	)
Foreign Currency Forward Exchange Contracts		—			(1,130	)		—			(1,130	)
Futures Contracts		(681	)		—			—			(681	)
Interest Rate Swap Agreements		—			(803	)		—			(803	)
Total Return Swap Agreements		—			(349	)		—			(349	)
Total Liabilities		(681	)		(2,298	)		—			(2,979	)
Total	$	53,984		$	79,168		$	—	@†	$	133,152	†

@ 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, 2016, securities with a total value of approximately $29,000 transferred from Level 1 to Level 2. Securities that were valued using unadjusted quoted prices at December 31, 2015 were valued using other significant observable inputs at June 30, 2016. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification. As of June 30, 2016, a security which is valued at zero transferred from Level 2 to Level 3. The security that was valued using other significant observable inputs at December 31, 2015 was valued using significant unobservable inputs at June 30, 2016.

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

	Common Stocks (000)
Beginning Balance	$	1
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, 2016	$	(—	@)

@ Value is less than $500.

† Includes one security which is valued at zero.

— 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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 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.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap agreement less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are estimated by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value. The Portfolio's maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the swap agreement.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price typically in exchange for a premium received by the Portfolio. The Portfolio may write call and put options on stock indexes, futures, securities or currencies it owns or in which it may invest. Writing put options tend to increase the Portfolio's exposure to the underlying instrument. Writing call options tend to decrease the Portfolio's exposure to the underlying instruments. When the Portfolio writes a call or put option, an amount equal to the premium received is recorded as a liability. Any liability recorded is subsequently adjusted to reflect the current value of the options written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the net realized gain or loss. The Portfolio as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. 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.

Transactions in written options for the six months ended June 30, 2016 were as follows:

Written Options	Notional Amount (000)			Premiums Received (000)
Options outstanding at December 31, 2015		10,270		$	72
Options closed		(4,460	)		(12	)
Options outstanding at June 30, 2016		5,810		$	60

The following tables set forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2016.

Asset Derivatives
Statement of Assets and
Liabilities Location

Primary Risk
Exposure

Value
(000)

Options Purchased

Investments, at Value
(Options Purchased)

Currency Risk

(a)

Foreign Currency
Forward Exchange
Contracts

Unrealized Appreciation on
Foreign Currency Forward
Exchange Contracts

Currency Risk

944

Futures Contracts

Variation Margin on

Futures Contracts

Equity Risk

331

(b)

Futures Contracts

Variation Margin on

Interest

Futures Contracts

Rate Risk

105

(b)

Swap Agreement

Unrealized Appreciation on

Swap Agreements

Credit Risk

Swap Agreements

Unrealized Appreciation on

Swap Agreements

Equity Risk

Swap Agreements

Unrealized Appreciation on

Interest

Swap Agreements

Rate Risk

113

Swap Agreement

Variation Margin on

Interest

Swap Agreements

Rate Risk

195

(b)

Total

1,830

Liability Derivatives
Statement of Assets and
Liabilities Location

Primary Risk
Exposure

Value
(000)

Options Written

Options Written, at Value

Currency Risk

(16

)

Foreign Currency
Forward Exchange
Contracts

Unrealized Depreciation on
Foreign Currency Forward
Exchange Contracts

Currency Risk

(1,130

)

Futures Contracts

Variation Margin on

Futures Contracts

Commodity Risk

(12

)(b)

Futures Contracts

Variation Margin on

Futures Contracts

Equity Risk

(196

)(b)

Futures Contracts

Variation Margin on

Interest

Futures Contracts

Rate Risk

(473

)(b)

Swap Agreements

Unrealized Depreciation on

Swap Agreements

Equity Risk

(349

)

Swap Agreements

Unrealized Depreciation on

Interest

Swap Agreements

Rate Risk

(272

)

Swap Agreements

Variation Margin on

Interest

Swap Agreements

Rate Risk

(531

)(b)

Total

(2,979

)

(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

(b) 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Options Purchased	$	2	(c)
Currency Risk	Options Written		5
Currency Risk	Foreign Currency Forward Exchange Contracts		774
Commodity Risk	Futures Contracts		(82	)
Equity Risk	Futures Contracts		(307	)
Interest Rate Risk	Futures Contracts		(896	)
Credit Risk	Swap Agreements		40
Equity Risk	Swap Agreements		(215	)
Interest Rate Risk	Swap Agreements		(303	)
Total		$	(982	)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Options Purchased	$	(91	)(c)
Currency Risk	Options Written		39
Currency Risk	Foreign Currency Forward Exchange Contracts		(410	)
Commodity Risk	Futures Contracts		(30	)
Equity Risk	Futures Contracts		51
Interest Rate Risk	Futures Contracts		(480	)
Credit Risk	Swap Agreements		8
Equity Risk	Swap Agreements		(371	)
Interest Rate Risk	Swap Agreements		(502	)
Total		$	(1,786	)

At June 30, 2016, 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(d)	Assets(e) (000)			Liabilities(e) (000)
Options Purchased	$	69	(a)	$	—
Options Written, at Value		—			(16	)
Foreign Currency Forward Exchange Contracts		944			(1,130)
Swap Agreements		186			(621	)
Total	$	1,199		$	(1,767	)

(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

(d) Excludes exchange traded derivatives.

(e) 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, 2016.

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(f) (000)		Net Amount (not less than $0) (000)
Australia and New Zealand Banking Group	$	1	$	—		$	—	$	1
Bank of America NA		53		(43	)		—		10
Bank of Montreal		25		(2	)		—		23
Bank of New York Mellon		3		(—	@)		—		3
Barclays Bank PLC		30		(30	)		—		0
BNP Paribas SA		1		(—	@)		—		1
Citibank NA		266		(250	)		—		16

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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 Received(f) (000)			Net Amount (not less than $0) (000)
(cont'd)
Commonwealth Bank of Australia	$	5	$	(5	)	$	—		$	0
Credit Suisse International		10		(7	)		—			3
Goldman Sachs International		164		(60	)		(104	)		0
HSBC Bank PLC		75		(75	)		—			0
JPMorgan Chase Bank NA		285		(259	)		—			26
Northern Trust Company		1		—			—			1
State Street Bank and Trust Co.		4		—			—			4
UBS AG		276		(227	)		—			49
Total	$	1,199	$	(958	)	$	(104	)	$	137

(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.

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)
Bank of America NA	$	109		$	(43	)	$	—		$	66
Bank of Montreal		2			(2	)		—			0
Bank of New York Mellon		—	@		(—	@)		—			0
Barclays Bank PLC		66			(30	)		(21	)		15
BNP Paribas SA		15			(—	@)		—			15
Citibank NA		694			(250	)		—			444
Commonwealth Bank of Australia		50			(5	)		—			45
Credit Suisse International		7			(7	)		—			0
Goldman Sachs International		118			(60	)		—			58
HSBC Bank PLC		103			(75	)		—			28
JPMorgan Chase Bank NA		376			(259	)		(100	)		17
UBS AG		227			(227	)		—			0
Total	$	1,767		$	(958	)	$	(121	)	$	688

@ Value is less than $500.

For the six months ended June 30, 2016, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	81,882,000
Futures Contracts:
Average monthly original value	$	96,417,000
Swap Agreements:
Average monthly notional amount	$	42,317,000
Options Purchased:
Average monthly notional amount		5,810,000
Options Written:
Average monthly notional amount		5,810,000

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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

For the six months ended June 30, 2016, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.14% 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 0.90% for Class I shares and 1.00% 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, 2016, approximately $399,000 of advisory fees were waived.

E. 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 0.25% of the Portfolio's average daily net assets attributable to Class II shares. 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 or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action is appropriate. For the six months ended June 30, 2016, this waiver amounted to approximately $17,000.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $40,186,000 and $49,315,000, respectively. For the six months ended June 30, 2016, purchases and sales of long-term U.S. Government securities were approximately $24,546,000 and $34,812,000, 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, 2016, advisory fees paid were reduced by approximately $12,000 relating to the Portfolio's investment in the Emerging Markets Portfolio. The Emerging Markets Portfolio has a cost basis of approximately $3,100,000 at June 30, 2016.

A summary of the Portfolio's transactions in shares of the Emerging Markets Portfolio during the six months ended June 30, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	2,341			$	—			$	—			$	—			$	2,494

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. 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, 2016, advisory fees paid were reduced by approximately $4,000 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	1,974			$	48,181			$	38,320			$	13			$	11,835

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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, 2015, remains subject to examination by taxing authorities.

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,692	$	1,279	$	1,547	$	15,929

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 a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2015:

Distributions in Excess of Net Investment Income (000)				Accumulated Net Realized Loss (000)				Paid-in- Capital (000)
$	(3,047	)		$	4,566			$	(1,519	)

At December 31, 2015, 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)
$	—			$	594

At December 31, 2015, the Portfolio had available for Federal income tax purposes unused capital losses which will expire on the indicated dates:

Amount (000)				Expiration*
$	3,627			December 31, 2017

* Includes capital losses acquired from Morgan Stanley Variable Investment Series Strategist Portfolio that may be subject to limitation under IRC section 382 in future years, reducing the total carryforward available.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

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 Broadridge, 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, 2015, 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 three-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 Broadridge. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

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

Other Factors and Current Trends

General Conclusion

(This page has been left blank intentionally.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2010 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1556740 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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.

Semi-Annual Report – June 30, 2016

The Universal Institutional Funds, Inc.

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		5
Statement of Operations		6
Statements of Changes in Net Assets		7
Financial Highlights		8
Notes to Financial Statements		10
Investment Advisory Agreement Approval		20
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		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	$	934.20	$	1,019.69	$	5.00	$	5.22		1.04	%
Mid Cap Growth Portfolio Class II		1,000.00		934.00		1,019.19		5.48		5.72		1.14

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Mid Cap Growth Portfolio

	Shares		Value (000)
Common Stocks (89.9%)
Aerospace & Defense (1.4%)
TransDigm Group, Inc. (a)		5,928	$	1,563
Air Freight & Logistics (0.4%)
XPO Logistics, Inc. (a)(b)		19,551		514
Automobiles (4.5%)
Tesla Motors, Inc. (a)(b)		24,738		5,251
Beverages (1.2%)
Monster Beverage Corp. (a)		8,572		1,378
Biotechnology (0.9%)
Alnylam Pharmaceuticals, Inc. (a)		6,810		378
Intrexon Corp. (a)		16,374		403
Juno Therapeutics, Inc. (a)(b)		7,738		297
				1,078
Capital Markets (0.9%)
Affiliated Managers Group, Inc. (a)		7,283		1,025
Communications Equipment (0.7%)
Palo Alto Networks, Inc. (a)		6,452		791
Consumer Finance (0.5%)
LendingClub Corp. (a)(b)		124,386		535
Diversified Financial Services (7.9%)
MSCI, Inc.		42,152		3,251
S&P Global, Inc.		54,766		5,874
				9,125
Food Products (3.6%)
Mead Johnson Nutrition Co.		46,634		4,232
Health Care Equipment & Supplies (6.9%)
DexCom, Inc. (a)		18,719		1,485
Intuitive Surgical, Inc. (a)		9,878		6,533
				8,018
Health Care Technology (5.2%)
athenahealth, Inc. (a)		43,972		6,069
Hotels, Restaurants & Leisure (5.4%)
Dunkin' Brands Group, Inc.		78,229		3,413
Marriott International, Inc., Class A (b)		43,652		2,901
				6,314
Information Technology Services (3.5%)
FleetCor Technologies, Inc. (a)		19,684		2,817
Gartner, Inc. (a)		13,139		1,280
				4,097
Internet & Catalog Retail (1.1%)
TripAdvisor, Inc. (a)		8,265		532
Zalando SE (Germany) (a)(c)		26,440		700
				1,232
Internet Software & Services (14.1%)
Autohome, Inc. ADR (China) (a)		10,073		202
Dropbox, Inc. (a)(d)(e)(f) (acquisition cost — $1,380; acquired 5/1/12)		152,532		1,818
LinkedIn Corp., Class A (a)		18,138		3,433
MercadoLibre, Inc. (Brazil)		12,549		1,765

	Shares		Value (000)
Pandora Media, Inc. (a)(b)		60,053	$	748
Twitter, Inc. (a)		182,238		3,082
Yelp, Inc. (a)		22,576		685
Zillow Group, Inc., Class A (a)		42,569		1,560
Zillow Group, Inc., Class C (a)		85,138		3,089
				16,382
Life Sciences Tools & Services (5.1%)
Illumina, Inc. (a)		42,143		5,916
Pharmaceuticals (3.5%)
Zoetis, Inc.		86,190		4,091
Professional Services (5.4%)
IHS, Inc., Class A (a)		25,034		2,894
Verisk Analytics, Inc. (a)		42,318		3,431
				6,325
Semiconductors & Semiconductor Equipment (0.7%)
NVIDIA Corp.		16,139		759
Software (11.9%)
Atlassian Corp., PLC, Class A (United Kingdom) (a)		20,283		525
FireEye, Inc. (a)		33,406		550
Mobileye N.V. (a)(b)		15,865		732
NetSuite, Inc. (a)		11,268		820
ServiceNow, Inc. (a)		48,887		3,246
Splunk, Inc. (a)		62,092		3,364
Tableau Software, Inc., Class A (a)		13,136		643
Workday, Inc., Class A (a)		52,491		3,920
				13,800
Tech Hardware, Storage & Peripherals (0.3%)
3D Systems Corp. (a)(b)		18,041		247
Stratasys Ltd. (a)		6,272		144
				391
Textiles, Apparel & Luxury Goods (3.9%)
Lululemon Athletica, Inc. (Canada) (a)		17,293		1,277
Michael Kors Holdings Ltd. (a)		40,769		2,017
Under Armour, Inc., Class A (a)(b)		15,620		627
Under Armour, Inc., Class C (a)		16,811		612
				4,533
Trading Companies & Distributors (0.9%)
Fastenal Co.		24,540		1,089
Total Common Stocks (Cost $85,794)				104,508
Preferred Stocks (5.1%)
Internet & Catalog Retail (3.8%)
Airbnb, Inc. Series D (a)(d)(e)(f) (acquisition cost — $1,370; acquired 4/16/14)		33,636		3,045
Flipkart Online Services Pvt Ltd. Series D (a)(d)(e)(f) (acquisition cost — $385; acquired 10/4/13)		16,789		1,415
				4,460
Software (1.3%)
Palantir Technologies, Inc. Series G (a)(d)(e)(f) (acquisition cost — $455; acquired 7/19/12)		148,616		1,069

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Mid Cap Growth Portfolio

	Shares		Value (000)
Software (cont'd)
Palantir Technologies, Inc. Series H (a)(d)(e)(f) (acquisition cost — $102; acquired 10/25/13)		29,092	$	209
Palantir Technologies, Inc. Series H1 (a)(d)(e)(f) (acquisition cost — $102; acquired 10/25/13)		29,092		209
				1,487
Total Preferred Stocks (Cost $2,414)				5,947
Convertible Preferred Stock (0.2%)
Internet Software & Services (0.2%)
Dropbox, Inc. Series A (a)(d)(e)(f) (acquisition cost — $132; acquired 5/25/12) (Cost $132)		14,641		175
	Notional Amount (000)
Call Option Purchased (0.0%)
Foreign Currency Option (0.0%)
USD/CNY December 2016 @ CNY 7.60, Royal Bank of Scotland (Cost $57)		12,265		22
	Shares
Short-Term Investments (9.0%)
Securities held as Collateral on Loaned Securities (4.0%)
Investment Company (3.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H)		3,734,991		3,735
	Face Amount (000)
Repurchase Agreements (0.8%)
Barclays Capital, Inc., (0.42%, dated 6/30/16, due 7/1/16; proceeds $863; fully collateralized by a U.S. Government obligation; 2.00% due 8/15/25; valued at $880)	$	863		863
Merrill Lynch & Co., Inc., (0.44%, dated 6/30/16, due 7/1/16; proceeds $35; fully collateralized by a U.S. Government agency security; 4.50% due 4/20/44; valued at $36)		35		35
				898
Total Securities held as Collateral on Loaned Securities (Cost $4,633)				4,633
	Shares
Investment Company (5.0%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H) (Cost $5,847)		5,847,427		5,847
Total Short-Term Investments (Cost $10,480)				10,480
Total Investments (104.2%) (Cost $98,877) Including $11,694 of Securities Loaned (g)(h)				121,132
Liabilities in Excess of Other Assets (-4.2%)				(4,847	)
Net Assets (100.0%)			$	116,285

(a) Non-income producing security.

(b) All or a portion of this security was on loan at June 30, 2016.

(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, 2016.

(e) 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, 2016, amounts to approximately $7,940,000 and represents 6.8% of net assets.

(f) At June 30, 2016, the Portfolio held fair valued securities valued at approximately $7,940,000, representing 6.8% 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.

(g) The fair value and percentage of net assets, $700,000 and 0.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(h) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $32,200,000 and the aggregate gross unrealized depreciation is approximately $9,945,000 resulting in net unrealized appreciation of approximately $22,255,000.

ADR American Depositary Receipt.

CNY — Chinese Yuan Renminbi

USD — United States Dollar

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		31.8	%
Internet Software & Services		14.2
Software		13.1
Diversified Financial Services		7.9
Health Care Equipment & Supplies		6.9
Professional Services		5.4
Hotels, Restaurants & Leisure		5.4
Health Care Technology		5.2
Life Sciences Tools & Services		5.1
Short-Term Investments		5.0
Total Investments		100.0	%

* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2016.

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

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Mid Cap Growth Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $89,295)	$	111,550
Investment in Security of Affiliated Issuer, at Value (Cost $9,582)		9,582
Total Investments in Securities, at Value (Cost $98,877)		121,132
Receivable for Investments Sold		495
Dividends Receivable		133
Receivable for Portfolio Shares Sold		55
Receivable from Affiliate		1
Other Assets		20
Total Assets		121,836
Liabilities:
Collateral on Securities Loaned, at Value		4,633
Payable for Portfolio Shares Redeemed		577
Payable for Advisory Fees		196
Payable for Servicing Fees		67
Payable for Professional Fees		21
Payable for Custodian Fees		13
Payable for Administration Fees		8
Payable for Distribution Fees — Class II Shares		7
Payable for Transfer Agency Fees		2
Other Liabilities		27
Total Liabilities		5,551
NET ASSETS	$	116,285
Net Assets Consist of:
Paid-in-Capital	$	101,634
Accumulated Net Investment Loss		(121	)
Accumulated Net Realized Loss		(7,483	)
Unrealized Appreciation (Depreciation) on:
Investments		22,255
Net Assets	$	116,285
CLASS I:
Net Assets	$	32,332
Net Asset Value, Offering and Redemption Price Per Share Applicable to 3,621,116 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	8.93
CLASS II:
Net Assets	$	83,953
Net Asset Value, Offering and Redemption Price Per Share Applicable to 9,587,753 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	8.76
⁽¹⁾Including:
Securities on Loan, at Value:	$	11,694

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Mid Cap Growth Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	321
Income from Securities Loaned — Net		220
Dividends from Security of Affiliated Issuer (Note H)		10
Total Investment Income		551
Expenses:
Advisory Fees (Note B)		448
Distribution Fees — Class II Shares (Note E)		105
Servicing Fees (Note D)		89
Professional Fees		50
Administration Fees (Note C)		48
Shareholder Reporting Fees		14
Custodian Fees (Note G)		10
Transfer Agency Fees (Note F)		5
Pricing Fees		3
Directors' Fees and Expenses		2
Other Expenses		9
Total Expenses		783
Distribution Fees — Class II Shares Waived (Note E)		(63	)
Waiver of Advisory Fees (Note B)		(52	)
Rebate from Morgan Stanley Affiliate (Note H)		(4	)
Net Expenses		664
Net Investment Loss		(113	)
Realized Loss:
Investments Sold		(6,550	)
Foreign Currency Transactions		—	@
Net Realized Loss		(6,550	)
Change in Unrealized Appreciation (Depreciation):
Investments		(4,167	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(10,717	)
Net Decrease in Net Assets Resulting from Operations	$	(10,830	)

@ 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, 2016

Mid Cap Growth Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(113	)	$	(1,300	)
Net Realized Gain (Loss)		(6,550	)		3,740
Net Change in Unrealized Appreciation (Depreciation)		(4,167	)		(12,057	)
Net Decrease in Net Assets Resulting from Operations		(10,830	)		(9,617	)
Distributions from and/or in Excess of:
Class I:
Net Realized Gain		(1,536	)		(9,736	)
Class II:
Net Realized Gain		(4,019	)		(19,692	)
Total Distributions		(5,555	)		(29,428	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		2,533			9,773
Distributions Reinvested		1,536			9,736
Redeemed		(14,696	)		(24,704	)
Class II:
Subscribed		2,112			3,967
Distributions Reinvested		4,019			19,692
Redeemed		(9,800	)		(28,723	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(14,296	)		(10,259	)
Total Decrease in Net Assets		(30,681	)		(49,304	)
Net Assets:
Beginning of Period		146,966			196,270
End of Period (Including Accumulated Net Investment Loss of $(121) and $(8))	$	116,285		$	146,966
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		288			849
Shares Issued on Distributions Reinvested		172			893
Shares Redeemed		(1,671	)		(2,145	)
Net Decrease in Class I Shares Outstanding		(1,211	)		(403	)
Class II:
Shares Subscribed		238			357
Shares Issued on Distributions Reinvested		459			1,839
Shares Redeemed		(1,109	)		(2,522	)
Net Decrease in Class II Shares Outstanding		(412	)		(326	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Mid Cap Growth Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	10.03		$	12.73		$	14.41		$	10.77		$	11.22		$	12.12
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.01	)		(0.08	)		(0.02	)		(0.05	)		0.04			(0.05	)
Net Realized and Unrealized Gain (Loss)		(0.65	)		(0.50	)		0.28			4.03			0.91			(0.80	)
Total from Investment Operations		(0.66	)		(0.58	)		0.26			3.98			0.95			(0.85	)
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.05	)		—			(0.04	)
Net Realized Gain		(0.44	)		(2.12	)		(1.94	)		(0.29	)		(1.40	)		(0.01	)
Total Distributions		(0.44	)		(2.12	)		(1.94	)		(0.34	)		(1.40	)		(0.05	)
Net Asset Value, End of Period	$	8.93		$	10.03		$	12.73		$	14.41		$	10.77		$	11.22
Total Return ++		(6.58	)%#		(5.90	)%		1.97	%		37.49	%		8.69	%		(7.12	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	32,332		$	48,467		$	66,653		$	72,112		$	61,552		$	64,323
Ratio of Expenses to Average Net Assets⁽¹⁾		1.04	%+*		1.05	%+		1.05	%+		1.05	%+		1.05	%+		1.05	%+
Ratio of Net Investment Income (Loss) to Average Net Assets⁽¹⁾		(0.12	)%+*		(0.67	)%+		(0.14	)%+		(0.39	)%+		0.33	%+		(0.42	)%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		10	%#		25	%		44	%		49	%		29	%		32	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.14	%*		1.10	%		1.10	%		1.09	%		1.06	%		1.05	%
Net Investment Income (Loss) to Average Net Assets		(0.22	)%*		(0.72	)%		(0.19	)%		(0.43	)%		0.32	%		(0.42	)%

† Per share amount is based on average shares outstanding.

+ 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.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Mid Cap Growth Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	9.85		$	12.55		$	14.25		$	10.64		$	11.12		$	12.01
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.01	)		(0.09	)		(0.03	)		(0.06	)		0.03			(0.06	)
Net Realized and Unrealized Gain (Loss)		(0.64	)		(0.49	)		0.27			3.99			0.89			(0.79	)
Total from Investment Operations		(0.65	)		(0.58	)		0.24			3.93			0.92			(0.85	)
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.03	)		—			(0.03	)
Net Realized Gain		(0.44	)		(2.12	)		(1.94	)		(0.29	)		(1.40	)		(0.01	)
Total Distributions		(0.44	)		(2.12	)		(1.94	)		(0.32	)		(1.40	)		(0.04	)
Net Asset Value, End of Period	$	8.76		$	9.85		$	12.55		$	14.25		$	10.64		$	11.12
Total Return ++		(6.60	)%#		(5.99	)%		1.84	%		37.48	%		8.49	%		(7.17	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	83,953		$	98,499		$	129,617		$	151,317		$	157,899		$	200,502
Ratio of Expenses to Average Net Assets⁽¹⁾		1.14	%+*		1.15	%+		1.15	%+		1.15	%+		1.15	%+		1.15	%+
Ratio of Net Investment Income (Loss) to Average Net Assets⁽¹⁾		(0.22	)%+*		(0.77	)%+		(0.24	)%+		(0.49	)%+		0.23	%+		(0.52	)%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		10	%#		25	%		44	%		49	%		29	%		32	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.39	%*		1.39	%		1.45	%		1.44	%		1.41	%		1.40	%
Net Investment Loss to Average Net Assets		(0.47	)%*		(1.01	)%		(0.54	)%		(0.78	)%		(0.03	)%		(0.77	)%

† Per share amount is based on average shares outstanding.

§ 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, 2016 (unaudited)

Notes to Financial Statements

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.

trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 and swaps 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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	1,563	$	—	$	—	$	1,563
Air Freight & Logistics		514		—		—		514
Automobiles		5,251		—		—		5,251
Beverages		1,378		—		—		1,378
Biotechnology		1,078		—		—		1,078
Capital Markets		1,025		—		—		1,025
Communications Equipment		791		—		—		791
Consumer Finance		535		—		—		535
Diversified Financial Services		9,125		—		—		9,125
Food Products		4,232		—		—		4,232
Health Care Equipment & Supplies		8,018		—		—		8,018
Health Care Technology		6,069		—		—		6,069
Hotels, Restaurants & Leisure		6,314		—		—		6,314
Information Technology Services		4,097		—		—		4,097
Internet & Catalog Retail		532		700		—		1,232
Internet Software & Services		14,564		—		1,818		16,382
Life Sciences Tools & Services		5,916		—		—		5,916
Pharmaceuticals		4,091		—		—		4,091
Professional Services		6,325		—		—		6,325
Semiconductors & Semiconductor Equipment		759		—		—		759
Software		13,800		—		—		13,800
Tech Hardware, Storage & Peripherals		391		—		—		391
Textiles, Apparel & Luxury Goods		4,533		—		—		4,533
Trading Companies & Distributors		1,089		—		—		1,089
Total Common Stocks		101,990		700		1,818		104,508

Investment Type	Level 1 Unadjusted quoted prices (000)		Level 2 Other significant observable inputs (000)		Level 3 Significant unobservable inputs (000)		Total (000)
Preferred Stocks	$	—	$	—	$	5,947	$	5,947
Convertible Preferred Stock		—		—		175		175
Option Purchased		—		22		—		22
Short-Term Investments
Investment Company		9,582		—		—		9,582
Repurchase Agreements		—		898		—		898
Total Short-Term Investments		9,582		898		—		10,480
Total Assets	$	111,572	$	1,620	$	7,940	$	121,132

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, 2016, the Portfolio did not have any investments transfer between investment levels. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

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	$	4,278		$	6,152		$	210
Purchases		—			—			—
Sales		(2,498	)		—			—
Amortization of discount		—			—			—
Transfers in		—			—			—
Transfers out		—			—			—
Corporate actions		—			—			—
Change in unrealized appreciation (depreciation)		(857	)		(205	)		(35	)
Realized gains (losses)		895			—			—
Ending Balance	$	1,818		$	5,947		$	175
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2016	$	(366	)	$	(205	)	$	(35	)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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, 2016. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.

	Fair Value at June 30, 2016 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an increase in input
Internet & Catalog Retail
Preferred Stocks	$	3,045	Discounted Cash Flow	Weighted Average Cost of Capital		16.0	%		18.0	%		17.0	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		8.8	x		14.5	x		12.0	x	Increase
				Discount for Lack of Marketability		20.0	%		20.0	%		20.0	%	Decrease
	$	1,415	Discounted Cash Flow	Weighted Average Cost of Capital		16.5	%		18.5	%		17.6	%	Decrease
				Perpetual Growth Rate		3.5	%		4.5	%		4.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		1.8	x		3.6	x		2.7	x	Increase
				Discount for Lack of Marketability		20.0	%		20.0	%		20.0	%	Decrease
Internet Software & Services
Common Stock	$	1,818	Discounted Cash Flow	Weighted Average Cost of Capital		18.0	%		20.0	%		19.0	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
Convertible Preferred Stock		$175	Market Comparable Companies	Enterprise Value/ Revenue		5.9	x		16.2	x		9.6	x	Increase
				Discount for Lack of Marketability		20.0	%		20.0	%		20.0	%	Decrease
Software
Preferred Stock	$	1,487	Market Transaction Method	Pending Precedent Transaction	$	7.40		$	7.40		$	7.40		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		16.5	%		18.5	%		17.5	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue Discount for Lack of		7.8	x		14.8	x		14.5	x	Increase
				Marketability		20.0	%		20.0	%		20.0	%	Decrease

lateral 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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

delays. The Portfolio, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

— 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.

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 foreign currency, or futures contract on the underlying instrument or foreign currency, 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 foreign currency, or futures contract on the underlying instrument or foreign currency, 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.

The following table sets forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2016.

Asset Derivatives
Statement of Assets and
Liabilities Location

Primary Risk
Exposure

Value
(000)

Option Purchased

Investments, at Value
(Call Option Purchased)

Currency Risk

(a)

(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Options Purchased)	$	(95	)(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 (Options Purchased)	$	(359	)(c)

At June 30, 2016, 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)
Option Purchased	$	22	(a)	$	—

(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

(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 following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2016.

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)
Royal Bank of Scotland	$	22	$	—	$	—	$	22

For the six months ended June 30, 2016, the approximate average monthly amount outstanding for each derivative type is as follows:

Options Purchased:
Average monthly notional amount					24,325,000

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, 2016.

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)
$	11,694	(e)	$	—	$	(11,694	)(f)(g)	$	0

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

(f) The Portfolio received cash collateral of approximately $4,633,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $7,159,000 in the form of U.S. Government

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

obligations, which the Portfolio cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.

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

	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Common Stocks	$	4,633	$	—	$	—	$	—	$	4,633
Total Borrowings	$	4,633	$	—	$	—	$	—	$	4,633
Gross amount of recognized liabilities for securities lending transactions									$	4,633

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.

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

For the six months ended June 30, 2016, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.66% 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,

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 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, 2016, approximately $52,000 of advisory fees were waived pursuant to this arrangement.

E. 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 0.25% of the Portfolio's average daily net assets attributable to Class II shares. 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 or until such time as the Directors act to discontinue all or a portion of such waiver when they deem such action is appropriate. For the six months ended June 30, 2016, this waiver amounted to approximately $63,000.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $11,980,000 and $30,843,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	16,116			$	34,205			$	40,739			$	10			$	9,582

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	29,428	$	4,356	$	24,928

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 and a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2015:

Accumulated Net Investment Loss (000)				Accumulated Undistributed Net Realized Gain (000)				Paid-in- Capital (000)
$	1,299			$	697			$	(1,996	)

At December 31, 2015, 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)
$	—			$	5,555

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

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 Broadridge, 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, 2015, 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 Broadridge. 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 and total expense ratio were higher than but close to its peer group averages and the actual management fee was higher than 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

Other Benefits of the Relationship

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

Other Factors and Current Trends

General Conclusion

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1555394 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		5
Statement of Operations		6
Statements of Changes in Net Assets		7
Financial Highlights		8
Notes to Financial Statements		10
Investment Advisory Agreement Approval		16
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
U.S. Real Estate Portfolio Class I	$	1,000.00	$	1,097.10	$	1,019.94	$	5.16	$	4.97		0.99	%
U.S. Real Estate Portfolio Class II		1,000.00		1,095.50		1,018.70		6.46		6.22		1.24

** Annualized.

Semi-Annual Report – June 30, 2016 (unaudited)

The Universal Institutional Funds, Inc.

Portfolio of Investments

U.S. Real Estate Portfolio

	Shares		Value (000)
Common Stocks (91.6%)
Apartments (16.9%)
Apartment Investment & Management Co., Class A REIT		180,976	$	7,992
AvalonBay Communities, Inc. REIT		123,832		22,338
Camden Property Trust REIT		164,658		14,559
Equity Residential REIT		505,794		34,839
Essex Property Trust, Inc. REIT		48,854		11,143
Post Properties, Inc. REIT		18,557		1,133
				92,004
Data Centers (0.5%)
QTS Realty Trust, Inc., Class A REIT		48,534		2,717
Diversified (6.8%)
Lexington Realty Trust REIT		24,611		249
Vornado Realty Trust REIT		366,821		36,726
				36,975
Health Care (7.0%)
HCP, Inc. REIT		38,501		1,362
Healthcare Realty Trust, Inc. REIT		91,801		3,212
Omega Healthcare Investors, Inc. REIT		102,607		3,483
Senior Housing Properties Trust REIT		143,073		2,980
Ventas, Inc. REIT		192,813		14,041
Welltower, Inc. REIT		172,586		13,146
				38,224
Industrial (5.1%)
Cabot Industrial Value Fund II, LP REIT (a)(b)(c)(d)(See Note A-3)		11,760		7,061
DCT Industrial Trust, Inc. REIT		19,088		917
Duke Realty Corp. REIT		177,219		4,725
Liberty Property Trust REIT		110,992		4,409
ProLogis, Inc. REIT		178,668		8,762
Rexford Industrial Realty, Inc. REIT		93,420		1,970
				27,844
Lodging/Resorts (9.5%)
Chesapeake Lodging Trust REIT		166,654		3,875
Hilton Worldwide Holdings, Inc.		333,056		7,504
Host Hotels & Resorts, Inc. REIT		1,589,659		25,768
LaSalle Hotel Properties REIT		438,495		10,340
Sunstone Hotel Investors, Inc. REIT		153,024		1,847
Xenia Hotels & Resorts, Inc. REIT		131,668		2,209
				51,543
Manufactured Homes (0.6%)
Equity Lifestyle Properties, Inc. REIT		42,530		3,404
Office (10.6%)
Boston Properties, Inc. REIT		195,778		25,823
BRCP REIT I, LP (a)(b)(c)(d)(See Note A-3)		2,928,671		179
BRCP REIT II, LP (a)(b)(c)(d)(See Note A-3)		7,155,500		3,707
Corporate Office Properties Trust REIT		36,541		1,080
Cousins Properties, Inc. REIT		382,895		3,982
Douglas Emmett, Inc. REIT		252,070		8,953
Hudson Pacific Properties, Inc. REIT		327,990		9,571

	Shares		Value (000)
Mack-Cali Realty Corp. REIT		99,324	$	2,682
Paramount Group, Inc. REIT		114,779		1,830
				57,807
Regional Malls (17.8%)
CBL & Associates Properties, Inc. REIT		19,824		184
General Growth Properties, Inc. REIT		704,647		21,013
Simon Property Group, Inc. REIT		329,242		71,413
Taubman Centers, Inc. REIT		53,668		3,982
WP GLIMCHER, Inc. REIT		24,860		278
				96,870
Retail Free Standing (2.0%)
National Retail Properties, Inc. REIT		118,797		6,144
Realty Income Corp. REIT		4,166		289
Spirit Realty Capital, Inc. REIT		84,540		1,080
STORE Capital Corp. REIT		119,373		3,515
				11,028
Self Storage (5.1%)
CubeSmart REIT		82,956		2,562
Public Storage REIT		78,646		20,101
Sovran Self Storage, Inc. REIT		46,954		4,926
				27,589
Shopping Centers (9.0%)
Acadia Realty Trust REIT		47,151		1,675
Brixmor Property Group, Inc. REIT		99,219		2,625
DDR Corp. REIT		53,083		963
Equity One, Inc. REIT		54,980		1,769
Federal Realty Investment Trust REIT		5,618		930
Kimco Realty Corp. REIT		343,663		10,784
Regency Centers Corp. REIT		206,932		17,327
Tanger Factory Outlet Centers, Inc. REIT		317,936		12,775
				48,848
Single Family Homes (0.2%)
American Homes 4 Rent, Class A REIT		41,740		855
Specialty (0.5%)
Gaming and Leisure Properties, Inc. REIT		85,752		2,957
Total Common Stocks (Cost $302,155)				498,665
Short-Term Investment (8.3%)
Investment Company (8.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note H) (Cost $45,216)		45,215,633		45,216
Total Investments (99.9%) (Cost $347,371) (e)				543,881
Other Assets in Excess of Liabilities (0.1%)				628
Net Assets (100.0%)			$	544,509

(a) At June 30, 2016, the Portfolio held fair valued securities valued at approximately $10,947,000, representing 2.0% 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.

The accompanying notes are an integral part of the financial statements.
3

Semi-Annual Report – June 30, 2016 (unaudited)

The Universal Institutional Funds, Inc.

Portfolio of Investments (cont'd)

U.S. Real Estate Portfolio

(b) Security has been deemed illiquid at June 30, 2016.

(d) 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 $5,728,000. 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, 2016, these securities had an aggregate market value of approximately $10,947,000 representing 2.0% of net assets.

(e) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $201,534,000 and the aggregate gross unrealized depreciation is approximately $5,024,000 resulting in net unrealized appreciation of approximately $196,510,000.

REIT Real Estate Investment Trust.

Portfolio Composition

Classification	Percentage of Total Investments
Regional Malls		17.8	%
Apartments		16.9
Office		10.6
Lodging/Resorts		9.5
Shopping Centers		9.0
Short-Term Investments		8.3
Health Care		7.0
Diversified		6.8
Industrial		5.1
Self Storage		5.1
Other*		3.9
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.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

U.S. Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $302,155)	$	498,665
Investment in Security of Affiliated Issuer, at Value (Cost $45,216)		45,216
Total Investments in Securities, at Value (Cost $347,371)		543,881
Foreign Currency, at Value (Cost —@)		—	@
Dividends Receivable		1,660
Receivable for Portfolio Shares Sold		1,455
Receivable for Investments Sold		1,346
Receivable from Affiliate		8
Other Assets		30
Total Assets		548,380
Liabilities:
Payable for Investments Purchased		1,380
Payable for Portfolio Shares Redeemed		1,259
Payable for Advisory Fees		895
Payable for Servicing Fees		168
Payable for Distribution Fees — Class II Shares		59
Payable for Administration Fees		33
Payable for Professional Fees		22
Payable for Custodian Fees		12
Payable for Directors' Fees and Expenses		6
Payable for Transfer Agency Fees		3
Other Liabilities		34
Total Liabilities		3,871
NET ASSETS	$	544,509
Net Assets Consist of:
Paid-in-Capital	$	465,922
Accumulated Undistributed Net Investment Income		9,963
Accumulated Net Realized Loss		(127,886	)
Unrealized Appreciation (Depreciation) on:
Investments		196,510
Foreign Currency Translations		(—	@)
Net Assets	$	544,509
CLASS I:
Net Assets	$	242,354
Net Asset Value, Offering and Redemption Price Per Share Applicable to 11,032,498 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	21.97
CLASS II:
Net Assets	$	302,155
Net Asset Value, Offering and Redemption Price Per Share Applicable to 13,822,658 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	21.86

@ Amount is less than $500.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

U.S. Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	11,763
Dividends from Security of Affiliated Issuer (Note H)		19
Total Investment Income		11,782
Expenses:
Advisory Fees (Note B)		1,880
Distribution Fees — Class II Shares (Note E)		347
Servicing Fees (Note D)		321
Administration Fees (Note C)		188
Professional Fees		44
Shareholder Reporting Fees		21
Custodian Fees (Note G)		12
Transfer Agency Fees (Note F)		7
Directors' Fees and Expenses		6
Pricing Fees		2
Other Expenses		11
Total Expenses		2,839
Waiver of Advisory Fees (Note B)		(140	)
Rebate from Morgan Stanley Affiliate (Note H)		(14	)
Net Expenses		2,685
Net Investment Income		9,097
Realized Gain:
Investments Sold		5,617
Change in Unrealized Appreciation (Depreciation):
Investments		31,037
Foreign Currency Translations		—	@
Net Change in Unrealized Appreciation (Depreciation)		31,037
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		36,654
Net Increase in Net Assets Resulting from Operations	$	45,751

@ 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, 2016

U.S. Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	9,097		$	6,622
Net Realized Gain		5,617			38,492
Net Change in Unrealized Appreciation (Depreciation)		31,037			(37,448	)
Net Increase in Net Assets Resulting from Operations		45,751			7,666
Distributions from and/or in Excess of:
Class I:
Net Investment Income		(3,025	)		(2,568	)
Class II:
Net Investment Income		(3,099	)		(3,425	)
Total Distributions		(6,124	)		(5,993	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		51,396			32,454
Distributions Reinvested		3,025			2,568
Redeemed		(19,750	)		(49,726	)
Class II:
Subscribed		19,884			65,559
Distributions Reinvested		3,099			3,425
Redeemed		(25,016	)		(67,754	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		32,638			(13,474	)
Total Increase (Decrease) in Net Assets		72,265			(11,801	)
Net Assets:
Beginning of Period		472,244			484,045
End of Period (Including Accumulated Undistributed Net Investment Income of $9,963 and $6,990)	$	544,509		$	472,244
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		2,432			1,601
Shares Issued on Distributions Reinvested		138			134
Shares Redeemed		(966	)		(2,480	)
Net Increase (Decrease) in Class I Shares Outstanding		1,604			(745	)
Class II:
Shares Subscribed		965			3,232
Shares Issued on Distributions Reinvested		142			180
Shares Redeemed		(1,228	)		(3,422	)
Net Decrease in Class II Shares Outstanding		(121	)		(10	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

U.S. Real Estate Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	20.28		$	20.13		$	15.74		$	15.59		$	13.57		$	12.91
Income from Investment Operations:
Net Investment Income†		0.41			0.30			0.27			0.22			0.18			0.08
Net Realized and Unrealized Gain		1.56			0.12			4.38			0.11			1.97			0.69
Total from Investment Operations		1.97			0.42			4.65			0.33			2.15			0.77
Distributions from and/or in Excess of:
Net Investment Income		(0.28	)		(0.27	)		(0.26	)		(0.18	)		(0.13	)		(0.11	)
Net Asset Value, End of Period	$	21.97		$	20.28		$	20.13		$	15.74		$	15.59		$	13.57
Total Return++		9.71	%#		2.17	%		29.72	%		2.05	%		15.84	%		5.92	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	242,354		$	191,188		$	204,740		$	289,874		$	305,099		$	277,481
Ratio of Expenses to Average Net Assets⁽¹⁾		0.99	%+*		1.00	%+		1.06	%+^		1.10	%+		1.10	%+		1.09	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			1.00	%+		1.05	%+		1.08	%+		1.08	%+		1.07	%+
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		4.02	%+*		2.36	%+		1.52	%+		1.36	%+		1.19	%+		0.64	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		13	%#		26	%		25	%		17	%		17	%		18	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.06	%*		1.07	%		1.11	%		N/A			N/A			N/A
Net Investment Income to Average Net Assets		3.95	%*		2.29	%		1.47	%		N/A			N/A			N/A

† Per share amount is based on average shares outstanding.

^ 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.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

U.S. Real Estate Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	20.16		$	20.02		$	15.66		$	15.52		$	13.50		$	12.84
Income from Investment Operations:
Net Investment Income†		0.38			0.25			0.23			0.18			0.14			0.05
Net Realized and Unrealized Gain		1.55			0.12			4.35			0.10			1.97			0.68
Total from Investment Operations		1.93			0.37			4.58			0.28			2.11			0.73
Distributions from and/or in Excess of:
Net Investment Income		(0.23	)		(0.23	)		(0.22	)		(0.14	)		(0.09	)		(0.07	)
Net Asset Value, End of Period	$	21.86		$	20.16		$	20.02		$	15.66		$	15.52		$	13.50
Total Return++		9.55	%#		1.92	%		29.43	%		1.75	%		15.62	%		5.66	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	302,155		$	281,056		$	279,305		$	185,999		$	177,358		$	178,082
Ratio of Expenses to Average Net Assets⁽¹⁾		1.24	%+*		1.25	%+		1.31	%+^		1.35	%+		1.35	%+		1.34	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			1.25	%+		1.30	%+		1.33	%+		1.33	%+		1.32	%+
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		3.77	%+*		2.11	%+		1.27	%+		1.11	%+		0.94	%+		0.39	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		13	%#		26	%		25	%		17	%		17	%		18	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.31	%*		1.35	%		1.46	%		1.45	%		1.45	%		1.44	%
Net Investment Income to Average Net Assets		3.70	%*		2.01	%		1.12	%		1.01	%		0.84	%		0.29	%

† Per share amount is based on average shares outstanding.

^ Effective July 1, 2014, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio 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.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements

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.

securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	92,004	$	—	$	—	$	92,004
Data Centers		2,717		—		—		2,717
Diversified		36,975		—		—		36,975
Health Care		38,224		—		—		38,224
Industrial		20,783		—		7,061		27,844
Lodging/Resorts		51,543		—		—		51,543
Manufactured Homes		3,404		—		—		3,404
Office		53,921		—		3,886		57,807
Regional Malls		96,870		—		—		96,870

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Retail Free Standing	$	11,028	$	—	$	—	$	11,028
Self Storage		27,589		—		—		27,589
Shopping Centers		48,848		—		—		48,848
Single Family Homes		855		—		—		855
Specialty		2,957		—		—		2,957
Total Common Stocks		487,718		—		10,947		498,665
Short-Term Investment
Investment Company		45,216		—		—		45,216
Total Assets	$	532,934	$	—	$	10,947	$	543,881

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

	Common Stocks (000)
Beginning Balance	$	10,977
Purchases		—
Sales		—
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		(919	)
Change in unrealized appreciation (depreciation)		889
Realized gains (losses)		—
Ending Balance	$	10,947
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2016	$	889

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, 2016.

Fair Value at
June 30, 2016
(000)

Valuation
Technique

Unobservable
Input

Industrial

Common Stock

7,061

Reported Capital
Balance, Adjusted
for Subsequent
Capital Calls,
Return of Capital
and Significant
Market Changes
between last
Capital Statement
and Valuation Date,

Adjusted Capital
Balance

as applicable

Office

Common Stocks

3,886

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, LP, 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, 2016, BRCP REIT I, LP 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, LP, 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, 2016, BRCP REIT II, LP has drawn down approximately $7,156,000, which represents 92.9% of the commitment.

Subject to the terms of a Subscription Agreement between the Portfolio and Cabot Industrial Value Fund II, LP REIT, 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, 2016, Cabot Industrial Value Fund II, LP REIT has drawn down approximately $5,880,000 which represents 93.3% of the commitment.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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 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.

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.

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

For the six months ended June 30, 2016, the advisory fee rate (net of waivers/rebate) was equivalent to an annual effective rate of 0.73% 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 1.00% for Class I shares and 1.25% for Class II shares. Effective July 1, 2016, the Adviser has agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual portfolio operating expenses will not exceed 0.95% for Class I shares and 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 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, 2016, approximately $140,000 of advisory fees were waived pursuant to this arrangement.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

other contract-owner related services on behalf of the Portfolio.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $62,088,000 and $66,211,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

A summary of the Portfolio's transactions in shares of the Liquidity Funds during the six months ended June 30, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	4,879			$	66,270			$	25,933			$	19			$	45,216

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	5,993	$	—	$	5,698	$	—

Temporary differences are attributable 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 and nondeductible expenses, resulted in the following reclassifications among the components of net assets at December 31, 2015:

Accumulated Undistributed Net Investment Income (000)				Accumulated Net Realized Loss (000)				Paid-in- Capital (000)
$	(362	)		$	361			$	1

At December 31, 2015, 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)
$	6,422			$	—

At December 31, 2015, the Portfolio had available for Federal income tax purposes unused capital losses which will expire on the indicated dates:

Amount (000)				Expiration
$	118,316			December 31, 2017

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

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 Broadridge, 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, 2015, 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 Broadridge. 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 acceptable; 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

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

Other Factors and Current Trends

General Conclusion

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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
1555401 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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.

Semi-Annual Report – June 30, 2016

The Universal Institutional Funds, Inc.

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		5
Statement of Operations		6
Statements of Changes in Net Assets		7
Financial Highlights		8
Notes to Financial Statements		10
Investment Advisory Agreement Approval		20
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		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	$	961.30	$	1,020.93	$	3.85	$	3.97		0.79	%
Growth Portfolio Class II		1,000.00		960.10		1,019.69		5.07		5.22		1.04

** Annualized.

Semi-Annual Report – June 30, 2016 (unaudited)

The Universal Institutional Funds, Inc.

Portfolio of Investments

Growth Portfolio

	Shares		Value (000)
Common Stocks (94.1%)
Aerospace & Defense (1.6%)
United Technologies Corp.		29,616	$	3,037
Automobiles (4.4%)
Tesla Motors, Inc. (a)(b)		40,140		8,521
Beverages (1.2%)
Monster Beverage Corp. (b)		14,646		2,354
Biotechnology (0.9%)
Alnylam Pharmaceuticals, Inc. (b)		10,674		592
Intrexon Corp. (b)		25,915		638
Juno Therapeutics, Inc. (a)(b)		13,057		502
				1,732
Diversified Financial Services (5.0%)
S&P Global, Inc.		90,008		9,654
Food Products (3.7%)
Mead Johnson Nutrition Co.		78,017		7,080
Health Care Equipment & Supplies (5.2%)
Intuitive Surgical, Inc. (b)		15,244		10,083
Health Care Technology (1.6%)
athenahealth, Inc. (b)		22,799		3,147
Information Technology Services (7.0%)
Mastercard, Inc., Class A		89,707		7,900
Visa, Inc., Class A		74,727		5,542
				13,442
Internet & Catalog Retail (15.2%)
Amazon.com, Inc. (b)		25,909		18,541
JD.com, Inc. ADR (China) (b)		80,799		1,715
Netflix, Inc. (b)		50,090		4,582
Priceline Group, Inc. (The) (b)		3,614		4,512
				29,350
Internet Software & Services (20.4%)
Alphabet, Inc., Class C (b)		13,809		9,557
Facebook, Inc., Class A (b)		151,421		17,305
LinkedIn Corp., Class A (b)		30,041		5,685
Tencent Holdings Ltd. (China) (c)		105,600		2,406
Twitter, Inc. (b)		268,085		4,533
				39,486
Life Sciences Tools & Services (5.0%)
Illumina, Inc. (b)		69,194		9,713
Pharmaceuticals (3.3%)
Zoetis, Inc.		134,504		6,384
Semiconductors & Semiconductor Equipment (0.7%)
NVIDIA Corp.		27,576		1,296
Software (10.7%)
Mobileye N.V. (a)(b)		26,140		1,206
Salesforce.com, Inc. (b)		126,289		10,029
Splunk, Inc. (b)		52,106		2,823
Workday, Inc., Class A (b)		90,238		6,738
				20,796
Tech Hardware, Storage & Peripherals (6.7%)
Apple, Inc.		136,215		13,022

	Shares		Value (000)
Textiles, Apparel & Luxury Goods (1.5%)
Michael Kors Holdings Ltd. (b)		60,265	$	2,982
Total Common Stocks (Cost $114,743)				182,079
Preferred Stocks (3.9%)
Electronic Equipment, Instruments & Components (0.6%)
Magic Leap Series C (b)(d)(e)(f) (acquisition cost — $1,089; acquired 12/22/15)		47,281		1,098
Internet & Catalog Retail (3.1%)
Airbnb, Inc. Series D (b)(d)(e)(f) (acquisition cost — $1,335; acquired 4/16/14)		32,784		2,968
Uber Technologies Series G (b)(d)(e)(f) (acquisition cost — $3,117; acquired 12/3/15)		63,916		3,117
				6,085
Internet Software & Services (0.2%)
Dropbox, Inc. Series C (b)(d)(e)(f) (acquisition cost — $485; acquired 1/30/14)		25,401		303
Total Preferred Stocks (Cost $6,026)				7,486
	Notional Amount (000)
Call Option Purchased (0.0%)
Foreign Currency Option (0.0%)
USD/CNY December 2016 @ CNY 7.60, Royal Bank of Scotland (Cost $103)		22,136		39
	Shares
Short-Term Investments (3.4%)
Securities held as Collateral on Loaned Securities (1.2%)
Investment Company (1.0%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H)		1,974,457		1,974
	Face Amount (000)		(000)
Repurchase Agreements (0.2%)
Barclays Capital, Inc., (0.42%, dated 6/30/16, due 7/1/16; proceeds $456; fully collateralized by a U.S. Government obligation; 2.00% due 8/15/25; valued at $465)	$	456		456
Merrill Lynch & Co., Inc., (0.44%, dated 6/30/16, due 7/1/16; proceeds $19; fully collateralized by a U.S. Government agency security; 4.50% due 4/20/44; valued at $19)		19		19
				475
Total Securities held as Collateral on Loaned Securities (Cost $2,449)				2,449

The accompanying notes are an integral part of the financial statements.
3

Semi-Annual Report – June 30, 2016 (unaudited)

The Universal Institutional Funds, Inc.

Portfolio of Investments (cont'd)

Growth Portfolio

	Shares		Value (000)
Investment Company (2.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H) (Cost $4,212)		4,211,812	$	4,212
Total Short-Term Investments (Cost $6,661)				6,661
Total Investments (101.4%) (Cost $127,533) Including $10,229 of Securities Loaned (g)(h)				196,265
Liabilities in Excess of Other Assets (-1.4%)				(2,728	)
Net Assets (100.0%)			$	193,537

(a) All or a portion of this security was on loan at June 30, 2016.

(b) Non-income producing security.

(d) Security has been deemed illiquid at June 30, 2016.

(e) At June 30, 2016, the Portfolio held fair valued securities valued at approximately $7,486,000, representing 3.9% 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.

(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, 2016, amounts to approximately $7,486,000 and represents 3.9% of net assets.

(g) The approximate fair value and percentage of net assets, $2,406,000 and 1.2%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(h) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $77,356,000 and the aggregate gross unrealized depreciation is approximately $8,624,000 resulting in net unrealized appreciation of approximately $68,732,000.

ADR American Depositary Receipt.

CNY — Chinese Yuan Renminbi

USD — United States Dollar

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		21.6	%
Internet Software & Services		20.5
Internet & Catalog Retail		18.3
Software		10.7
Information Technology Services		7.0
Tech Hardware, Storage & Peripherals		6.7
Health Care Equipment & Supplies		5.2
Life Sciences Tools & Services		5.0
Diversified Financial Services		5.0
Total Investments		100.0	%

* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2016.

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

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Growth Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $121,347)	$	190,079
Investment in Security of Affiliated Issuer, at Value (Cost $6,186)		6,186
Total Investments in Securities, at Value (Cost $127,533)		196,265
Receivable for Portfolio Shares Sold		194
Dividends Receivable		86
Receivable from Affiliate		1
Other Assets		17
Total Assets		196,563
Liabilities:
Collateral on Securities Loaned, at Value		2,449
Payable for Advisory Fees		242
Payable for Servicing Fees		140
Payable for Portfolio Shares Redeemed		99
Payable for Professional Fees		24
Payable for Distribution Fees — Class II Shares		18
Payable for Custodian Fees		14
Payable for Administration Fees		13
Payable for Directors' Fees and Expenses		3
Payable for Transfer Agency Fees		2
Other Liabilities		22
Total Liabilities		3,026
Net Assets	$	193,537
Net Assets Consist of:
Paid-in-Capital	$	123,895
Accumulated Net Investment Loss		(206	)
Accumulated Net Realized Gain		1,116
Unrealized Appreciation (Depreciation) on:
Investments		68,732
Net Assets	$	193,537
CLASS I:
Net Assets	$	108,158
Net Asset Value, Offering and Redemption Price Per Share Applicable to 4,489,442 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	24.09
CLASS II:
Net Assets	$	85,379
Net Asset Value, Offering and Redemption Price Per Share Applicable to 3,686,316 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	23.16
⁽¹⁾Including:
Securities on Loan, at Value:	$	10,229

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Growth Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	457
Income from Securities Loaned — Net		192
Dividends from Security of Affiliated Issuer (Note H)		10
Total Investment Income		659
Expenses:
Advisory Fees (Note B)		475
Servicing Fees (Note D)		112
Distribution Fees — Class II Shares (Note E)		103
Administration Fees (Note C)		76
Professional Fees		47
Shareholder Reporting Fees		13
Custodian Fees (Note G)		9
Transfer Agency Fees (Note F)		6
Directors' Fees and Expenses		3
Pricing Fees		2
Other Expenses		12
Total Expenses		858
Rebate from Morgan Stanley Affiliate (Note H)		(3	)
Net Expenses		855
Net Investment Loss		(196	)
Realized Gain:
Investments Sold		1,343
Foreign Currency Transactions		4
Net Realized Gain		1,347
Change in Unrealized Appreciation (Depreciation):
Investments		(9,588	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(8,241	)
Net Decrease in Net Assets Resulting from Operations	$	(8,437	)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Growth Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(196	)	$	(967	)
Net Realized Gain		1,347			32,193
Net Change in Unrealized Appreciation (Depreciation)		(9,588	)		(7,529	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(8,437	)		23,697
Distributions from and/or in Excess of:
Class I:
Net Realized Gain		(17,607	)		(16,349	)
Class II:
Net Realized Gain		(14,329	)		(11,479	)
Total Distributions		(31,936	)		(27,828	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		2,037			5,261
Distributions Reinvested		17,607			16,349
Redeemed		(8,876	)		(22,524	)
Class II:
Subscribed		13,094			25,342
Distributions Reinvested		14,329			11,479
Redeemed		(13,562	)		(25,479	)
Net Increase in Net Assets Resulting from Capital Share Transactions		24,629			10,428
Total Increase (Decrease) in Net Assets		(15,744	)		6,297
Net Assets:
Beginning of Period		209,281			202,984
End of Period (Including Accumulated Net Investment Loss of $(206) and $(10))	$	193,537		$	209,281
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		73			171
Shares Issued on Distributions Reinvested		731			560
Shares Redeemed		(320	)		(724	)
Net Increase in Class I Shares Outstanding		484			7
Class II:
Shares Subscribed		487			851
Shares Issued on Distributions Reinvested		619			406
Shares Redeemed		(503	)		(847	)
Net Increase in Class II Shares Outstanding		603			410

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Growth Portfolio

	Class I
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	29.93		$	30.73		$	31.03		$	21.94		$	20.10		$	20.70
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.01	)		(0.11	)		(0.06	)		(0.03	)		0.10			(0.02	)
Net Realized and Unrealized Gain (Loss)		(1.15	)		3.76			1.98			10.23			2.76			(0.56	)
Total from Investment Operations		(1.16	)		3.65			1.92			10.20			2.86			(0.58	)
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.12	)		—			(0.02	)
Net Realized Gain		(4.68	)		(4.45	)		(2.22	)		(0.99	)		(1.02	)		—
Total Distributions		(4.68	)		(4.45	)		(2.22	)		(1.11	)		(1.02	)		(0.02	)
Net Asset Value, End of Period	$	24.09		$	29.93		$	30.73		$	31.03		$	21.94		$	20.10
Total Return ++		(3.87	)%#		12.24	%		6.36	%		48.07	%		14.38	%		(2.80	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	108,158		$	119,883		$	122,881		$	142,052		$	51,043		$	52,279
Ratio of Expenses to Average Net Assets⁽¹⁾		0.79	%+*		0.80	%+		0.77	%+		0.82	%+^		0.85	%+		0.85	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			0.80	%+		N/A			N/A			N/A
Ratio of Net Investment Income (Loss) to Average Net Assets⁽¹⁾		(0.10	)%+*		(0.37	)%+		(0.19	)%+		(0.11	)%+		0.45	%+		(0.11	)%+
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		13	%#		33	%		30	%		32	%		48	%		30	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		N/A			0.81	%		0.85	%		0.90	%		0.88	%		0.88	%
Net Investment Income (Loss) to Average Net Assets		N/A			(0.38	)%		(0.27	)%		(0.19	)%		0.42	%		(0.14	)%

† Per share amount is based on average shares outstanding.

^ 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.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Growth Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	29.00		$	29.97		$	30.39		$	21.50		$	19.77		$	20.39
Income (Loss) from Investment Operations:
Net Investment Income (Loss)†		(0.05	)		(0.18	)		(0.13	)		(0.09	)		0.04			(0.07	)
Net Realized and Unrealized Gain (Loss)		(1.11	)		3.66			1.93			10.02			2.71			(0.55	)
Total from Investment Operations		(1.16	)		3.48			1.80			9.93			2.75			(0.62	)
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.05	)		—			—
Net Realized Gain		(4.68	)		(4.45	)		(2.22	)		(0.99	)		(1.02	)		—
Total Distributions		(4.68	)		(4.45	)		(2.22	)		(1.04	)		(1.02	)		—
Net Asset Value, End of Period	$	23.16		$	29.00		$	29.97		$	30.39		$	21.50		$	19.77
Total Return ++		(3.99	)%#		11.97	%		6.09	%		47.72	%		14.05	%		(3.04	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	85,379		$	89,398		$	80,103		$	78,501		$	31,883		$	31,258
Ratio of Expenses to Average Net Assets⁽¹⁾		1.04	%+*		1.05	%+		1.02	%+		1.07	%+^		1.10	%+		1.10	%+
Ratio of Expenses to Average Net Assets Excluding Non Operating Expenses		N/A			N/A			1.05	%+		N/A			N/A			N/A
Ratio of Net Investment Income (Loss) to Average Net Assets⁽¹⁾		(0.35	)%+*		(0.62	)%+		(0.44	)%+		(0.36	)%+		0.20	%+		(0.36	)%+
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		13	%#		33	%		30	%		32	%		48	%		30	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		N/A			1.09	%		1.20	%		1.25	%		1.23	%		1.23	%
Net Investment Income (Loss) to Average Net Assets		N/A			(0.66	)%		(0.62	)%		(0.54	)%		0.07	%		(0.49	)%

† Per share amount is based on average shares outstanding.

^ 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.
9

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements

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.

obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unvailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 and swaps 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	3,037	$	—	$	—	$	3,037
Automobiles		8,521		—		—		8,521
Beverages		2,354		—		—		2,354
Biotechnology		1,732		—		—		1,732
Diversified Financial Services		9,654		—		—		9,654
Food Products		7,080		—		—		7,080

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Health Care Equipment & Supplies	$	10,083	$	—	$	—	$	10,083
Health Care Technology		3,147		—		—		3,147
Information Technology Services		13,442		—		—		13,442
Internet & Catalog Retail		29,350		—		—		29,350
Internet Software & Services		37,080		2,406		—		39,486
Life Sciences Tools & Services		9,713		—		—		9,713
Pharmaceuticals		6,384		—		—		6,384
Semiconductors & Semiconductor Equipment		1,296		—		—		1,296
Software		20,796		—		—		20,796
Tech Hardware, Storage & Peripherals		13,022		—		—		13,022
Textiles, Apparel & Luxury Goods		2,982		—		—		2,982
Total Common Stocks		179,673		2,406		—		182,079
Preferred Stocks		—		—		7,486		7,486
Options Purchased		—		39		—		39
Short-Term Investments
Investment Company		6,186		—		—		6,186
Repurchase Agreements		—		475		—		475
Total Short-Term Investments		6,186		475		—		6,661
Total Assets	$	185,859	$	2,920	$	7,486	$	196,265

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, 2016, the Portfolio did not have any investments transfer between investment levels. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

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	$	823		$	7,312
Purchases		—			—
Sales		(983	)		—
Amortization of discount		—			—
Transfers in		—			—
Transfers out		—			—
Corporate actions		—			—
Change in unrealized appreciation (depreciation)		428			174
Realized gains (losses)		(268	)		—
Ending Balance	$	—		$	7,486
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2016	$	—		$	174

	Fair Value at June 30, 2016 (000)		Valuation Technique	Unobservable Input	Range					Selected Value			Impact to Valuation from an increase in input
Electronic Equipment, Instuments & Components
Preferred Stock	$	1,098	Discounted Cash Flow	Weighted Average Cost of Capital		27.0	%	29.0	%		28.0	%	Decrease
				Perpetual Growth Rate		3.0	%	4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		10.8	x	24.1	x		19.6	x	Increase
				Discount for Lack of Marketability		20.0	%	20.0	%		20.0	%	Decrease
Internet & Catalog Retail
Preferred Stocks	$	2,968	Discounted Cash Flow	Weighted Average Cost of Capital		16.0	%	18.0	%		17.0	%	Decrease
				Perpetual Growth Rate		3.0	%	4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		8.8	x	14.5	x		12.0	x	Increase

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

	Fair Value at June 30, 2016 (000)		Valuation Technique	Unobservable Input	Range						Selected Value			Impact to Valuation from an increase in input
Internet & Catalog Retail (cont'd)
				Discount for Lack of Marketability		20.0	%		20.0	%		20.0	%	Decrease
	$	3,117	Market Transaction Method	Precedent Transaction	$	48.77		$	48.77		$	48.77		Increase
Internet Software & Services
Preferred Stock	$	303	Discounted Cash Flow	Weighted Average Cost of Capital		18.0	%		20.0	%		19.0	%	Decrease
				Perpetual Growth Rate		2.5	%		3.5	%		3.0	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		5.9	x		16.2	x		9.6	x	Increase
				Discount for Lack of Marketability		20.0	%		20.0	%		20.0	%	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.

— 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

The following table sets forth the fair value of the Portfolio's derivative contracts by primary risk exposure as of June 30, 2016.

Asset Derivatives
Statement of Assets and
Liabilities Location

Primary Risk
Exposure

Value
(000)

Option Purchased

Investments, at Value
(Option Purchased)

Currency Risk

(a)

(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Options Purchased)	$	(107	)(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 (Options Purchased)	$	(432	)(c)

At June 30, 2016, 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)
Option Purchased	$	39	(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 following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2016.

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)
Royal Bank of Scotland	$	39	$	—	$	—	$	39

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

For the six months ended June 30, 2016, the approximate average monthly amount outstanding for each derivative type is as follows:

Options Purchased:
Average monthly notional amount					30,364,000

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, 2016.

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)
$	10,229	(e)	$	—	$	(10,229	)(f)(g)	$	0

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

(f) The Portfolio received cash collateral of approximately $2,449,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash

collateral of approximately $7,814,000 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.

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

	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Common Stocks	$	2,449	$	—	$	—	$	—	$	2,449
Total Borrowings	$	2,449	$	—	$	—	$	—	$	2,449
Gross amount of recognized liabilities for securities lending transactions									$	2,449

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

period. Restricted securities are identified in the Portfolio of Investments.

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, 2016, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.50% 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. This arrangement had no effect during the most recent reporting period.

E. 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 0.25% of the Portfolio's average daily net assets attributable to Class II shares.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $23,734,000 and $26,450,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	12,180			$	25,741			$	31,735			$	10			$	6,186

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

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 that 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, 2015, remains subject to examination by taxing authorities.

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	27,828	$	2,039	$	13,021

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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, 2015:

Accumulated Net Investment Loss (000)				Accumulated Undistributed Net Realized Gain (000)				Paid-in- Capital (000)
$	966			$	(350	)		$	(616	)

At December 31, 2015, 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)
$	—			$	31,936

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

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 Broadridge, 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, 2015, 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 Broadridge. In addition to the management fee, the Board also reviewed the Portfolio's total expense ratio. The Board noted that the Portfolio's 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

Other Benefits of the Relationship

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

Other Factors and Current Trends

General Conclusion

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1555392 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		5
Statement of Operations		6
Statements of Changes in Net Assets		7
Financial Highlights		8
Notes to Financial Statements		10
Investment Advisory Agreement Approval		17
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, which may include 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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 1/1/16		Actual Ending Account Value 6/30/16		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	$	1,175.60	$	1,020.59	$	4.65	$	4.32		0.86	%
Global Infrastructure Portfolio Class II		1,000.00		1,174.20		1,019.34		6.00		5.57		1.11

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Global Infrastructure Portfolio

	Shares		Value (000)
Common Stocks (95.2%)
Australia (3.2%)
Macquarie Atlas Roads Group		266,489	$	1,034
Sydney Airport		99,459		517
Transurban Group		145,718		1,307
				2,858
Brazil (0.2%)
CCR SA		28,074		147
Canada (12.7%)
Enbridge, Inc. (a)		105,049		4,450
Hydro One Ltd. (b)		10,619		213
Inter Pipeline Ltd. (a)		73,092		1,550
Pembina Pipeline Corp. (a)		39,732		1,208
TransCanada Corp. (a)		89,926		4,069
				11,490
China (5.4%)
China Everbright International Ltd. (c)		446,000		500
Guangdong Investment Ltd. (c)		1,270,000		1,940
Hopewell Highway Infrastructure Ltd. (c)		4,918,000		2,448
				4,888
France (3.6%)
Eutelsat Communications SA		7,054		134
Groupe Eurotunnel SE		85,960		915
SES SA		23,179		501
Vinci SA		23,780		1,694
				3,244
Italy (2.3%)
Atlantia SpA		41,746		1,041
Infrastrutture Wireless Italiane SpA (b)		176,280		781
Snam SpA		41,750		250
				2,072
Japan (1.3%)
Japan Airport Terminal Co., Ltd. (a)		4,800		173
Tokyo Gas Co., Ltd.		253,000		1,038
				1,211
Mexico (0.2%)
Infraestructura Energetica Nova SAB de CV		49,346		208
Spain (5.9%)
Abertis Infraestructuras SA		29,915		440
EDP Renovaveis SA		6,644		50
Ferrovial SA		60,912		1,183
Saeta Yield SA		364,348		3,651
				5,324
Switzerland (1.1%)
Flughafen Zuerich AG (Registered)		5,650		1,000

	Shares		Value (000)
United Kingdom (12.3%)
John Laing Group PLC (b)		1,391,573	$	4,202
National Grid PLC		265,799		3,909
Pennon Group PLC		63,226		798
Severn Trent PLC		32,416		1,059
United Utilities Group PLC		80,189		1,117
				11,085
United States (47.0%)
American Tower Corp. REIT		56,790		6,452
American Water Works Co., Inc.		9,470		800
Atmos Energy Corp.		11,370		925
CenterPoint Energy, Inc.		7,557		181
Cheniere Energy, Inc. (d)		6,284		236
Columbia Pipeline Group, Inc.		42,770		1,090
Crown Castle International Corp. REIT		41,206		4,180
Enbridge Energy Management LLC (d)		376,591		8,665
Eversource Energy		21,689		1,299
Kinder Morgan, Inc.		72,983		1,366
NiSource, Inc.		30,270		803
Pattern Energy Group, Inc.		154,450		3,548
PG&E Corp.		63,567		4,063
SBA Communications Corp., Class A (d)		13,862		1,496
Sempra Energy		34,009		3,878
Spectra Energy Corp.		66,266		2,427
TransCanada Corp.		5,084		230
Union Pacific Corp.		8,900		777
				42,416
Total Common Stocks (Cost $68,099)				85,943
Short-Term Investments (10.3%)
Securities held as Collateral on Loaned Securities (4.7%)
Investment Company (3.8%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H)		3,454,362		3,454
	Face Amount (000)
Repurchase Agreements (0.9%)
Barclays Capital, Inc., (0.42%, dated 6/30/16, due 7/1/16; proceeds $798; fully collateralized by a U.S. Government obligation; 2.00% due 8/15/25; valued at $814)	$	798		798
Merrill Lynch & Co., Inc., (0.44%, dated 6/30/16, due 7/1/16; proceeds $33; fully collateralized by a U.S. Government agency security; 4.50% due 4/20/44; valued at $33)		33		33
				831
Total Securities held as Collateral on Loaned Securities (Cost $4,285)				4,285

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Global Infrastructure Portfolio

	Shares		Value (000)
Investment Company (5.6%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note H) (Cost $5,045)		5,044,999	$	5,045
Total Short-Term Investments (Cost $9,330)				9,330
Total Investments (105.5%) (Cost $77,429) Including $8,607 of Securities Loaned (e)(f)				95,273
Liabilities in Excess of Other Assets (-5.5%)				(5,006	)
Net Assets (100.0%)			$	90,267

(a) All or a portion of this security was on loan at June 30, 2016.

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

(d) Non-income producing security.

(e) The approximate fair value and percentage of net assets, $31,682,000 and 35.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(f) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $19,500,000 and the aggregate gross unrealized depreciation is approximately $1,656,000 resulting in net unrealized appreciation of approximately $17,844,000.

REIT Real Estate Investment Trust.

Portfolio Composition*

Classification	Percentage of Total Investments
Oil & Gas Storage & Transportation		35.6	%
Communications		14.9
Electricity Transmission & Distribution		10.5
Toll Roads		9.9
PPA Contracted Renewables		7.9
Water		6.8
Diversified		6.1
Short-Term Investments		5.6
Other**		2.7
Total Investments		100.0	%

* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2016.

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

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Global Infrastructure Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $68,930)	$	86,774
Investments in Securities of Affiliated Issuer, at Value (Cost $8,499)		8,499
Total Investments in Securities, at Value (Cost $77,429)		95,273
Foreign Currency, at Value (Cost $107)		106
Receivable for Investments Sold		945
Dividends Receivable		368
Receivable for Portfolio Shares Sold		195
Tax Reclaim Receivable		29
Receivable from Affiliate		1
Other Assets		11
Total Assets		96,928
Liabilities:
Collateral on Securities Loaned, at Value		4,285
Payable for Investments Purchased		1,871
Payable for Portfolio Shares Redeemed		289
Payable for Advisory Fees		91
Payable for Servicing Fees		46
Payable for Custodian Fees		31
Payable for Professional Fees		23
Payable for Distribution Fees — Class II Shares		6
Payable for Administration Fees		6
Payable for Transfer Agency Fees		1
Other Liabilities		12
Total Liabilities		6,661
NET ASSETS	$	90,267
Net Assets Consist of:
Paid-in-Capital	$	71,943
Accumulated Undistributed Net Investment Income		1,488
Net Realized Loss		(992	)
Unrealized Appreciation (Depreciation) on:
Investments		17,844
Foreign Currency Translations		(16	)
Net Assets	$	90,267
CLASS I:
Net Assets	$	56,643
Net Asset Value, Offering and Redemption Price Per Share Applicable to 7,375,061 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	7.68
CLASS II:
Net Assets	$	33,624
Net Asset Value, Offering and Redemption Price Per Share Applicable to 4,396,606 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	7.65
⁽¹⁾Including:
Securities on Loan, at Value:	$	8,607

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Global Infrastructure Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $62 of Foreign Taxes Withheld)	$	1,505
Income from Securities Loaned — Net		22
Dividends from Security of Affiliated Issuer (Note H)		3
Total Investment Income		1,530
Expenses:
Advisory Fees (Note B)		334
Servicing Fees (Note D)		56
Professional Fees		46
Distribution Fees — Class II Shares (Note E)		32
Administration Fees (Note C)		31
Custodian Fees (Note G)		30
Shareholder Reporting Fees		12
Directors' Fees and Expenses		3
Pricing Fees		3
Transfer Agency Fees (Note F)		3
Other Expenses		2
Total Expenses		552
Waiver of Advisory Fees (Note B)		(178	)
Rebate from Morgan Stanley Affiliate (Note H)		(2	)
Net Expenses		372
Net Investment Income		1,158
Realized Gain:
Investments Sold		301
Foreign Currency Transactions		71
Net Realized Gain		372
Change in Unrealized Appreciation (Depreciation):
Investments		11,537
Foreign Currency Translations		(14	)
Net Change in Unrealized Appreciation (Depreciation)		11,523
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		11,895
Net Increase in Net Assets Resulting from Operations	$	13,053

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Global Infrastructure Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,158		$	2,213
Net Realized Gain		372			3,826
Net Change in Unrealized Appreciation (Depreciation)		11,523			(18,500	)
Net Increase (Decrease) in Net Assets Resulting from Operations		13,053			(12,461	)
Distributions from and/or in Excess of:
Class I:
Net Investment Income		(1,205	)		(1,136	)
Net Realized Gain		(3,193	)		(6,657	)
Class II:
Net Investment Income		(651	)		(391	)
Net Realized Gain		(1,889	)		(2,588	)
Total Distributions		(6,938	)		(10,772	)
Capital Share Transactions:⁽¹⁾
Class I:
Subscribed		505			384
Distributions Reinvested		4,398			7,793
Redeemed		(4,873	)		(12,118	)
Class II:
Subscribed		8,664			8,492
Distributions Reinvested		2,540			2,979
Redeemed		(2,832	)		(5,692	)
Net Increase in Net Assets Resulting from Capital Share Transactions		8,402			1,838
Total Increase (Decrease) in Net Assets		14,517			(21,395	)
Net Assets:
Beginning of Period		75,750			97,145
End of Period (Including Accumulated Undistributed Net Investment Income of $1,488 and $2,186)	$	90,267		$	75,750
⁽¹⁾Capital Share Transactions:
Class I:
Shares Subscribed		64			44
Shares Issued on Distributions Reinvested		573			962
Shares Redeemed		(651	)		(1,440	)
Net Decrease in Class I Shares Outstanding		(14	)		(434	)
Class II:
Shares Subscribed		1,122			1,015
Shares Issued on Distributions Reinvested		332			369
Shares Redeemed		(381	)		(684	)
Net Increase in Class II Shares Outstanding		1,073			700

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Global Infrastructure Portfolio

	Class I**
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	7.08		$	9.31		$	9.64		$	9.19		$	8.72		$	8.13
Income (Loss) from Investment Operations:
Net Investment Income†		0.11			0.22			0.20			0.20			0.22			0.21
Net Realized and Unrealized Gain (Loss)		1.14			(1.36	)		1.16			1.32			1.30			1.07
Total from Investment Operations		1.25			(1.14	)		1.36			1.52			1.52			1.28
Distributions from and/or in Excess of:
Net Investment Income		(0.18	)		(0.16	)		(0.25	)		(0.26	)		(0.23	)		(0.23	)
Net Realized Gain		(0.47	)		(0.93	)		(1.44	)		(0.81	)		(0.82	)		(0.46	)
Total Distributions		(0.65	)		(1.09	)		(1.69	)		(1.07	)		(1.05	)		(0.69	)
Net Asset Value, End of Period	$	7.68		$	7.08		$	9.31		$	9.64		$	9.19		$	8.72
Total Return ++		17.56	%#		(13.76	)%		15.63	%		17.91	%		18.69	%		16.07	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	56,643		$	52,323		$	72,815		$	57,746		$	57,628		$	58,998
Ratio of Expenses to Average Net Assets⁽¹⁾		0.86	%+*		0.87	%+		0.87	%+		0.90	%+		0.87	%+		0.86	%+
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		3.04	%+*		2.56	%+		2.12	%+		2.12	%+		2.51	%+		2.48	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		28	%#		50	%		40	%		25	%		28	%		36	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.32	%*		1.35	%		1.26	%		N/A			N/A			N/A
Net Investment Income to Average Net Assets		2.58	%*		2.08	%		1.73	%		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.

† Per share amount is based on average shares outstanding.

§ Amount is less than 0.005%.

# Not Annualized.

* Annualized.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Global Infrastructure Portfolio

	Class II**
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	7.05		$	9.27		$	9.60		$	9.16		$	8.69		$	8.10
Income (Loss) from Investment Operations:
Net Investment Income†		0.10			0.19			0.17			0.17			0.20			0.19
Net Realized and Unrealized Gain (Loss)		1.13			(1.34	)		1.16			1.32			1.29			1.06
Total from Investment Operations		1.23			(1.15	)		1.33			1.49			1.49			1.25
Distributions from and/or in Excess of:
Net Investment Income		(0.16	)		(0.14	)		(0.22	)		(0.24	)		(0.20	)		(0.20	)
Net Realized Gain		(0.47	)		(0.93	)		(1.44	)		(0.81	)		(0.82	)		(0.46	)
Total Distributions		(0.63	)		(1.07	)		(1.66	)		(1.05	)		(1.02	)		(0.66	)
Net Asset Value, End of Period	$	7.65		$	7.05		$	9.27		$	9.60		$	9.16		$	8.69
Total Return ++		17.42	%#		(13.88	)%		15.28	%		17.54	%		18.44	%		15.82	%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	33,624		$	23,427		$	24,330		$	14,511		$	14,506		$	14,472
Ratio of Expenses to Average Net Assets⁽¹⁾		1.11	%+*		1.12	%+		1.12	%+		1.15	%+		1.12	%+		1.11	%+
Ratio of Net Investment Income to Average Net Assets⁽¹⁾		2.79	%+*		2.31	%+		1.87	%+		1.87	%+		2.26	%+		2.23	%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.00	%§		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		28	%#		50	%		40	%		25	%		28	%		36	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		1.57	%*		1.63	%		1.59	%		N/A			N/A			N/A
Net Investment Income to Average Net Assets		2.33	%*		1.80	%		1.40	%		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.

† Per share amount is based on average shares outstanding.

§ 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, 2016 (unaudited)

Notes to Financial Statements

The accompanying financial statements relate to the 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. 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.

and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unvailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	—	$	1,690	$	—	$	1,690
Communications		12,128		1,416		—		13,544
Diversified		181		5,385		—		5,566
Electricity Transmission & Distribution		5,575		3,959		—		9,534
Oil & Gas Storage & Transportation		31,105		1,288		—		32,393
PPA Contracted Renewables		3,548		3,651		—		7,199
Railroads		777		—		—		777
Toll Roads		147		8,879		—		9,026
Water		800		5,414		—		6,214
Total Common Stocks		54,261		31,682		—		85,943

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Short-Term Investments
Investment Companies	$	8,499	$	—	$	—	$	8,499
Repurchase Agreements		—		831		—		831
Total Short-Term Investments		8,499		831		—		9,330
Total Assets	$	62,760	$	32,513	$	—	$	95,273

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, 2016, securities with a total value of approximately $147,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2015 were valued using unadjusted quoted prices at June 30, 2016. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

— 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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

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, 2016.

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)
$	8,607	(a)	$	—	$	8,607	(b)(c)	$	0

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

(b) The Portfolio received cash collateral of approximately $4,285,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $4,702,000 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.

Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Common Stocks	$	4,285	$	—	$	—	$	—	$	4,285
Total Borrowings	$	4,285	$	—	$	—	$	—	$	4,285
Gross amount of recognized liabilities for securities lending transactions									$	4,285

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

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 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, 2016, approximately $178,000 of advisory fees were waived pursuant to this arrangement.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

number of classes, accounts and transactions relating to the Portfolios of the Fund.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $22,329,000 and $21,618,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	8,569			$	18,753			$	18,823			$	3			$	8,499

During the six months ended June 30, 2016, 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.

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,030	$	8,742	$	2,137	$	9,953

The amount and character of income and gains to be distributed are determined in accordance with income tax

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Accumulated Undistributed Net Investment Income (000)				Accumulated Undistributed Net Realized Gain (000)				Paid-in- Capital (000)
$	(25	)		$	25			$	—

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)
$	2,188			$	4,858

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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 Broadridge Financial Solutions, Inc. ("Broadridge").

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 Broadridge, 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, 2015, 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 Broadridge. 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 than 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 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.

Profitability of the Adviser and Affiliates

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

Other Benefits of the Relationship

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

Other Factors and Current Trends

General Conclusion

(This page has been left blank intentionally.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1555360 EXP. 08.31.17

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016

Table of Contents

Expense Example		2
Portfolio of Investments		3
Statement of Assets and Liabilities		5
Statement of Operations		6
Statements of Changes in Net Assets		7
Financial Highlights		8
Notes to Financial Statements		9
Investment Advisory Agreement Approval		17
Director and Officer Information	Back Cover

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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, 2016 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

				Beginning Account Value 1/1/16				Actual Ending Account Value 6/30/16				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			$	1,008.70			$	1,018.70			$	6.19			$	6.22				1.24	%

** Annualized.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments

Small Company Growth Portfolio

	Shares		Value (000)
Common Stocks (95.3%)
Aerospace & Defense (4.4%)
BWX Technologies, Inc.		13,557	$	485
Biotechnology (2.5%)
Agios Pharmaceuticals, Inc. (a)(b)		740		31
Alnylam Pharmaceuticals, Inc. (b)		581		32
Bellicum Pharmaceuticals, Inc. (b)		2,999		39
Editas Medicine, Inc. (b)		1,866		46
Intellia Therapeutics, Inc. (b)		2,262		48
Intrexon Corp. (b)		2,166		53
Juno Therapeutics, Inc. (a)(b)		792		30
ZIOPHARM Oncology, Inc. (a)(b)		448		3
				282
Capital Markets (2.7%)
Artisan Partners Asset Management, Inc., Class A		3,877		107
Financial Engines, Inc.		3,453		89
WisdomTree Investments, Inc. (a)		10,184		100
				296
Chemicals (0.4%)
Platform Specialty Products Corp. (b)		5,511		49
Consumer Finance (0.5%)
LendingClub Corp. (a)(b)		11,583		50
Electronic Equipment, Instruments & Components (1.2%)
Cognex Corp.		1,731		75
FARO Technologies, Inc. (b)		1,700		57
				132
Health Care Equipment & Supplies (1.2%)
Penumbra, Inc. (b)		2,204		131
Health Care Providers & Services (1.9%)
HealthEquity, Inc. (b)		7,051		214
Health Care Technology (13.0%)
athenahealth, Inc. (b)		4,079		563
Castlight Health, Inc., Class B (b)		17,799		70
Cotiviti Holdings, Inc. (b)		8,840		187
Medidata Solutions, Inc. (b)		7,017		329
Press Ganey Holdings, Inc. (b)		3,390		133
Veeva Systems, Inc., Class A (b)		4,853		166
				1,448
Hotels, Restaurants & Leisure (9.2%)
Fiesta Restaurant Group, Inc. (b)		6,859		149
Habit Restaurants, Inc. (The) (b)		6,117		100
Shake Shack, Inc., Class A (a)(b)		10,699		390
Wingstop, Inc. (b)		4,763		130
Zoe's Kitchen, Inc. (b)		6,911		251
				1,020
Internet & Catalog Retail (4.5%)
Blue Nile, Inc.		1,773		49
Etsy, Inc. (b)		12,142		116
MakeMyTrip Ltd. (India) (b)		3,026		45
Ocado Group PLC (United Kingdom) (b)		27,687		85

	Shares		Value (000)
Wayfair, Inc., Class A (a)(b)		5,260	$	205
				500
Internet Software & Services (21.9%)
Angie's List, Inc. (b)		8,281		54
Benefitfocus, Inc. (b)		3,807		145
Criteo SA ADR (France) (b)		9,469		435
GrubHub, Inc. (a)(b)		18,881		586
Just Eat PLC (United Kingdom) (b)		27,552		157
New Relic, Inc. (b)		4,141		122
Quotient Technology, Inc. (b)		6,474		87
Shutterstock, Inc. (a)(b)		4,601		211
Twitter, Inc. (b)		10,334		175
Zillow Group, Inc., Class A (b)		4,254		156
Zillow Group, Inc., Class C (b)		8,557		310
				2,438
Machinery (8.0%)
Joy Global, Inc.		14,120		298
Manitowoc Foodservice, Inc. (b)		16,491		291
Terex Corp.		14,924		303
				892
Multi-Line Retail (2.6%)
Ollie's Bargain Outlet Holdings, Inc. (b)		11,718		292
Multi-Utilities (0.0%)
AET&D Holdings No. 1 Ltd. (Australia) (b)(c)(d)		113,183		—
Professional Services (6.6%)
Advisory Board Co. (The) (b)		10,163		360
CEB, Inc.		2,859		176
WageWorks, Inc. (b)		3,340		200
				736
Software (7.7%)
Ellie Mae, Inc. (b)		1,154		106
FleetMatics Group PLC (b)		4,707		204
Guidewire Software, Inc. (b)		5,619		347
Xero Ltd. (Australia) (b)		3,745		49
Zendesk, Inc. (b)		5,801		153
				859
Specialty Retail (7.0%)
Burlington Stores, Inc. (b)		2,047		136
Five Below, Inc. (b)		12,107		562
Restoration Hardware Holdings, Inc. (b)		2,604		75
				773
Total Common Stocks (Cost $9,111)				10,597
Preferred Stocks (0.0%)
Internet Software & Services (0.0%)
Mode Media Corporation Series M-1 (b)(c)(d)(e) (acquisition cost — $142; acquired 3/19/08)		9,428		3
Mode Media Corporation Escrow Series M-1 (b)(c)(d)(e) (acquisition cost — $13; acquired 3/19/08)		1,346		—	@
Total Preferred Stocks (Cost $155)				3

The accompanying notes are an integral part of the financial statements.
3

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Portfolio of Investments (cont'd)

Small Company Growth Portfolio

	Face Amount (000)		Value (000)
Promissory Notes (0.1%)
Internet Software & Services (0.1%)
Mode Media Corporation 9.00%, 12/3/19 (b)(c)(d)(e) (acquisition cost — $60; acquired 3/19/08)	$	21	$	13
Mode Media Corporation Escrow 9.00%, 12/3/19 (b)(c)(d)(e) (acquisition cost — $2; acquired 3/19/08)		1		—	@
Total Promissory Notes (Cost $62)				13
	Shares
Short-Term Investments (16.5%)
Securities held as Collateral on Loaned Securities (12.8%)
Investment Company (10.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H)		1,149,395		1,149
	Face Amount (000)
Repurchase Agreements (2.5%)
Barclays Capital, Inc., (0.42%, dated 6/30/16, due 7/1/16; proceeds $266; fully collateralized by a U.S. Government obligation; 2.00% due 8/15/25; valued at $271)	$	266	$	266
Merrill Lynch & Co., Inc., (0.44%, dated 6/30/16, due 7/1/16; proceeds $11; fully collateralized by a U.S. Government agency security; 4.50% due 4/20/44; valued at $11)		11		11
				277
Total Securities held as Collateral on Loaned Securities (Cost $1,426)				1,426
	Shares
Investment Company (3.7%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note H) (Cost $409)		408,815		409
Total Short-Term Investments (Cost $1,835)				1,835
Total Investments (111.9%) (Cost $11,163) Including $1,606 of Securities Loaned (f)(g)				12,448
Liabilities in Excess of Other Assets (-11.9%)				(1,320	)
Net Assets (100.0%)			$	11,128

(a) All or a portion of this security was on loan at June 30, 2016.

(b) Non-income producing security.

(d) At June 30, 2016, the Portfolio held fair valued securities valued at approximately $16,000, representing 0.1% 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.

(f) The approximate fair value and percentage of net assets, $291,000 and 2.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.

(g) At June 30, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,132,000 and the aggregate gross unrealized depreciation is approximately $847,000 resulting in net unrealized appreciation of approximately $1,285,000.

@ Value is less than $500.

ADR American Depositary Receipt.

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		25.9	%
Internet Software & Services		22.1
Health Care Technology		13.1
Hotels, Restaurants & Leisure		9.3
Machinery		8.1
Software		7.8
Specialty Retail		7.0
Professional Services		6.7
Total Investments		100.0	%

* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2016.

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

The accompanying notes are an integral part of the financial statements.
4

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Small Company Growth Portfolio

Statement of Assets and Liabilities	June 30, 2016 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value⁽¹⁾ (Cost $9,605)	$	10,890
Investment in Security of Affiliated Issuer, at Value (Cost $1,558)		1,558
Total Investments in Securities, at Value (Cost $11,163)		12,448
Foreign Currency, at Value (Cost $-@)		—	@
Receivable for Portfolio Shares Sold		137
Due from Adviser		9
Receivable for Investments Sold		3
Interest Receivable		—	@
Dividends Receivable		—	@
Receivable from Affiliate		—	@
Other Assets		8
Total Assets		12,605
Liabilities:
Collateral on Securities Loaned, at Value		1,426
Payable for Professional Fees		22
Payable for Custodian Fees		12
Payable for Servicing Fees		8
Payable for Distribution Fees — Class II Shares		2
Payable for Administration Fees		1
Payable for Transfer Agency Fees		—	@
Payable for Portfolio Shares Redeemed		—	@
Other Liabilities		6
Total Liabilities		1,477
NET ASSETS	$	11,128
Net Assets Consist of:
Paid-in-Capital	$	10,161
Accumulated Net Investment Loss		(10	)
Accumulated Net Realized Loss		(308	)
Unrealized Appreciation (Depreciation) on:
Investments		1,285
Foreign Currency Translations		(—	@)
Net Assets	$	11,128
CLASS II:
Net Asset Value, Offering and Redemption Price Per Share Applicable to 1,096,773 Outstanding $0.001 Par Value Shares (Authorized 500,000,000 Shares)	$	10.15
⁽¹⁾ Including:
Securities on Loan, at Value:	$	1,606

@ Amount is less than $500.

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Small Company Growth Portfolio

Statement of Operations	Six Months Ended June 30, 2016 (000)
Investment Income:
Income from Securities Loaned — Net	$	44
Dividends from Securities of Unaffiliated Issuers		12
Dividends from Security of Affiliated Issuer (Note H)		1
Total Investment Income		57
Expenses:
Advisory Fees (Note B)		49
Professional Fees		46
Distribution Fees — Class II Shares (Note E)		13
Custodian Fees (Note G)		8
Servicing Fees (Note D)		7
Shareholder Reporting Fees		6
Administration Fees (Note C)		4
Pricing Fees		3
Transfer Agency Fees (Note F)		1
Directors' Fees and Expenses		1
Other Expenses		3
Total Expenses		141
Waiver of Advisory Fees (Note B)		(49	)
Expenses Reimbursed by Adviser (Note B)		(26	)
Rebate from Morgan Stanley Affiliate (Note H)		(—	@)
Net Expenses		66
Net Investment Loss		(9	)
Realized Loss:
Investments Sold		(195	)
Foreign Currency Transactions		(—	@)
Net Realized Loss		(195	)
Change in Unrealized Appreciation (Depreciation):
Investments		235
Foreign Currency Translations		—	@
Net Change in Unrealized Appreciation (Depreciation)		235
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		40
Net Increase in Net Assets Resulting from Operations	$	31

@ 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, 2016

Small Company Growth Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2016 (unaudited) (000)			Year Ended December 31, 2015 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(9	)	$	(77	)
Net Realized Gain (Loss)		(195	)		947
Net Change in Unrealized Appreciation (Depreciation)		235			(2,176	)
Net Increase (Decrease) in Net Assets Resulting from Operations		31			(1,306	)
Distributions from and/or in Excess of:
Class II:
Net Realized Gain		(992	)		(3,842	)
Capital Share Transactions:⁽¹⁾
Class II:
Subscribed		292			529
Distributions Reinvested		992			3,842
Redeemed		(1,061	)		(3,369	)
Net Increase in Net Assets Resulting from Capital Share Transactions		223			1,002
Total Decrease in Net Assets		(738	)		(4,146	)
Net Assets:
Beginning of Period		11,866			16,012
End of Period (Including Accumulated Net Investment Loss of $(10) and $(1))	$	11,128		$	11,866
⁽¹⁾Capital Share Transactions:
Class II:
Shares Subscribed		28			41
Shares Issued on Distributions Reinvested		98			298
Shares Redeemed		(103	)		(240	)
Net Increase in Class II Shares Outstanding		23			99

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

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Financial Highlights

Small Company Growth Portfolio

	Class II
	Six Months Ended June 30, 2016			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	11.06		$	16.43		$	27.44		$	16.67		$	14.81		$	16.87
Income (Loss) from Investment Operations:
Net Investment Loss†		(0.01	)		(0.08	)		(0.12	)		(0.15	)		(0.07	)		(0.08	)
Net Realized and Unrealized Gain (Loss)		0.11			(0.91	)		(3.58	)		11.74			2.24			(1.30	)
Total from Investment Operations		0.10			(0.99	)		(3.70	)		11.59			2.17			(1.38	)
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			—			(0.68	)
Net Realized Gain		(1.01	)		(4.38	)		(7.31	)		(0.82	)		(0.31	)		—
Total Distributions		(1.01	)		(4.38	)		(7.31	)		(0.82	)		(0.31	)		(0.68	)
Net Asset Value, End of Period	$	10.15		$	11.06		$	16.43		$	27.44		$	16.67		$	14.81
Total Return ++		0.87	%#		(9.79	)%		(13.86	)%		71.33	%		14.71	%		(8.71	)%
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)	$	11,128		$	11,866		$	16,012		$	23,375		$	18,771		$	21,696
Ratio of Expenses to Average Net Assets⁽¹⁾		1.24	%+*		1.25	%+		1.24	%+		1.25	%+		1.25	%+		1.25	%+
Ratio of Net Investment Loss to Average Net Assets⁽¹⁾		(0.16	)%+*		(0.54	)%+		(0.61	)%+		(0.70	)%+		(0.43	)%+		(0.51	)%+
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets		0.01	%*		0.00	%§		0.01	%		0.00	%§		0.00	%§		0.00	%§
Portfolio Turnover Rate		20	%#		39	%		50	%		46	%		22	%		26	%
⁽¹⁾ Supplemental Information on the Ratios to Average Net Assets:
Ratios Before Expense Limitation:
Expenses to Average Net Assets		2.66	%*		2.46	%		2.41	%		2.25	%		2.05	%		1.92	%
Net Investment Loss to Average Net Assets		(1.58	)%*		(1.75	)%		(1.78	)%		(1.70	)%		(1.23	)%		(1.18	)%

† Per share amount is based on average shares outstanding.

+ 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.
8

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements

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.

no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

• 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.)

The following is a summary of the inputs used to value the Portfolio's investments as of June 30, 2016.

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	$	485	$	—	$	—	$	485
Biotechnology		282		—		—		282
Capital Markets		296		—		—		296
Chemicals		49		—		—		49
Consumer Finance		50		—		—		50
Electronic Equipment, Instruments & Components		132		—		—		132

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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)
Health Care Equipment & Supplies	$	131	$	—	$	—		$	131
Health Care Providers & Services		214		—		—			214
Health Care Technology		1,448		—		—			1,448
Hotels, Restaurants & Leisure		1,020		—		—			1,020
Internet & Catalog Retail		415		85		—			500
Internet Software & Services		2,281		157		—			2,438
Machinery		892		—		—			892
Multi-Line Retail		292		—		—			292
Multi-Utilities		—		—		—	†		—	†
Professional Services		736		—		—			736
Software		810		49		—			859
Specialty Retail		773		—		—			773
Total Common Stocks		10,306		291		—	†		10,597	†
Preferred Stocks		—		—		3			3
Promissory Notes		—		—		13			13
Short-Term Investments
Investment Company		1,558		—		—			1,558
Repurchase Agreements		—		277		—			277
Total Short-Term Investments		1,558		277		—			1,835
Total Assets	$	11,864	$	568	$	16	†	$	12,448	†

† Includes one security which is valued at zero.

period. As of June 30, 2016, the Portfolio did not have any investments transfer between investment levels. At June 30, 2016, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

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)			Promissory Notes (000)
Beginning Balance	$	—	†	$	9		$	14
Purchases		—			—			—
Sales		—			—			—
Amortization of discount		—			—			—
Transfers in		—			—			—
Transfers out		—			—			—
Corporate actions		—			—			—
Change in unrealized appreciation (depreciation)		—			(6	)		(1	)
Realized gains (losses)		—			—			—
Ending Balance	$	—	†	$	3		$	13
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2016	$	—		$	(6	)	$	(1	)

† Includes one security which is valued at zero.

	Fair Value at June 30, 2016 (000)		Valuation Technique	Unobservable Input	Range					Selected Value			Impact to Valuation from an increase in input
Internet Software & Services
Preferred Stock	$	3	Discounted Cash Flow	Weighted Average Cost of Capital		21.0	%	23.0	%		22.0	%	Decrease
				Perpetual Growth Rate		2.0	%	3.0	%		2.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		1.3	x	3.4	x		2.1	x	Increase
				Discount for Lack of Marketability		20.0	%	20.0	%		20.0	%	Decrease
Promissory Note	$	13	Market Transaction Method	Valuation at Issuance as a Percentage of Principal		100.0	%	100.0	%		100.0	%	Increase
				Cost of Debt		17.7	%	17.7	%		17.7	%	Decrease
				Valuation as a Percentage of Principal		61.3	%	61.3	%		61.3	%	Increase

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

— 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.

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (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, 2016.

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)
$	1,606	(a)	$	—	$	(1,606	)(b)(c)	$	0

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

(b) The Portfolio received cash collateral of approximately $1,426,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Portfolio received non-cash collateral of approximately $203,000 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.

other similar transactions that are accounted for as secured borrowing.

Remaining Contractual Maturity of the Agreements
	Overnight and Continuous (000)		<30 days (000)		Between 30 & 90 days (000)		>90 days (000)		Total (000)
Securities Lending Transactions
Common Stocks	$	1,426	$	—	$	—	$	—	$	1,426
Total Borrowings	$	1,426	$	—	$	—	$	—	$	1,426
Gross amount of recognized liabilities for securities lending transactions									$	1,426

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.

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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.

First $1 billion				Next $500 million				Over $1.5 billion
	0.92	%			0.85	%			0.80	%

For the six months ended June 30, 2016, 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 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, 2016, approximately $49,000 of advisory fees were waived and approximately $26,000 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 0.08% of the Portfolio's average daily net assets.

H. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2016, purchases and sales of investment securities for the Portfolio, other than long-term U.S. Government securities and short-term investments, were approximately $2,118,000 and $2,937,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2016.

The Portfolio invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"),

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

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, 2016, 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, 2016 is as follows:

Value December 31, 2015 (000)				Purchases at Cost (000)				Sales (000)				Dividend Income (000)				Value June 30, 2016 (000)
$	1,677			$	3,905			$	4,024			$	1			$	1,558

currency and are accrued based on the value of investments denominated in such currency.

2015 Distributions Paid From:				2014 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	3,842	$	179	$	5,249

Accumulated Net Investment Loss (000)				Accumulated Undistributed Net Realized Gain (000)				Paid-in- Capital (000)
$	77			$	1			$	(78	)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016 (unaudited)

Notes to Financial Statements (cont'd)

At December 31, 2015, 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)
$	—			$	990

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Investment Advisory Agreement Approval (unaudited)

Nature, Extent and Quality of Services

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 Broadridge, 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, 2015, 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 Broadridge. 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 than 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 Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

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

Other Benefits of the Relationship

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

Other Factors and Current Trends

General Conclusion

(This page has been left blank intentionally.)

The Universal Institutional Funds, Inc.

Semi-Annual Report – June 30, 2016

Director and Officer Information

Directors

Frank L. Bowman

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, Chair of the Board

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

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

Proxy Voting Policies and Procedures and Proxy Voting Record

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

1556429 EXP. 08.31.17

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 17, 2016

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 17, 2016

/s/ Francis Smith
Francis Smith
Principal Financial Officer
August 17, 2016

Morgan Stanley Variable Insurance Fund N-CSRSCertified semi-annual shareholder report (management investment company)