<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
- --------------------------------------------------------------------------------
HIGH YIELD PORTFOLIO
SEMI-ANNUAL REPORT
JUNE 30, 1998
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENT OVERVIEW
COMPOSITION OF NET ASSETS (AT JUNE 30, 1998)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
%
Cable 5.8
Chemicals 1.7
Communications 14.3
Consumer Manufacturing 0.4
Energy 2.1
Financial 1.0
Gaming 1.1
General Industries 4.2
Health Care 5.3
Hotels, Lodging & Restaurants 1.6
Media & Entertainment 6.3
Metals 1.4
Packaging 6.2
Retail 6.6
Sovereign & Emerging Markets 14.0
Technology 6.6
Transportation 0.3
U.S. Treasury Securities 3.6
Utilities 2.2
Other 15.3
</TABLE>
PERFORMANCE COMPARED TO THE SALOMON HIGH-YIELD MARKET INDEX(1)
- ------------------------------------
<TABLE>
<CAPTION>
TOTAL RETURNS(2)
-------------------------------------------
<S> <C> <C> <C>
ONE AVERAGE ANNUAL
YTD YEAR SINCE INCEPTION(3)
---------- ---------- -------------------
PORTFOLIO... 3.97% 11.56% 11.76%
INDEX....... 5.15% 12.32% 12.62%
</TABLE>
1. The Salomon High-Yield Market Index includes public, non-convertible
corporate bond issues with at least one year remaining to maturity and $50
million in par amount outstanding which carry a below investment grade
quality rating from either Standard & Poor's or Moody's rating services.
2. Total returns for the Portfolio reflect expenses waived and reimbursed, if
applicable, by the Adviser. Without such waiver and reimbursement, total
returns would be lower.
3. Commenced operations on January 2, 1997.
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
<TABLE>
<CAPTION>
TOP FIVE HOLDINGS
<S> <C> <C>
PERCENT OF
SECURITY INDUSTRY NET ASSETS
- ------------------ ----------------- -------------
U.S. Treasury
U.S. Treasury Note Securities 3.6%
Nextel
Communications,
Inc. Communications 3.2%
DR Structured
Finance Retail 2.3%
CSC Holdings, Inc. Technology 2.1%
Columbia/HCA Health
Healthcare Care/Packaging 2.1%
</TABLE>
<TABLE>
<CAPTION>
TOP FIVE SECTORS
<S> <C> <C>
VALUE PERCENT OF
INDUSTRY (000) NET ASSETS
- -------------------- --------- -------------
Sovereign & Emerging
Markets $ 3,447 14.0%
Communications 3,535 14.3%
Retail 1,627 6.6%
Technology 1,611 6.6%
Media &
Entertainment 1,562 6.3%
</TABLE>
THE PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD
NOT BE CONSTRUED AS A GUARANTEE OF THE PORTFOLIO'S FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. YIELDS WILL FLUCTUATE AS MARKET
CONDITIONS CHANGE.
The objective of the High Yield Portfolio is to achieve above average total
return over a market cycle of three to five years by investing at least 65% of
its total assets in high yield securities of U.S. and foreign issuers, including
corporate bonds and other fixed income securities. High yield securities are
rated below investment grade and are commonly referred to as "junk bonds". The
Portfolio's average weighted maturity will ordinarily exceed five years and will
usually be between five and fifteen years.
For the six months ended June 30, 1998, the Portfolio had a total return of
3.97% compared to 5.15% for the Salomon High-Yield Market Index (the "Index").
For the one year period ended June 30, 1998, the Portfolio had a total return of
11.56% compared to 12.32% for the Index. From inception on January 2, 1997 to
June 30, 1998, the Portfolio had an average annual total return of 11.76%
compared to 12.62% for the Index. At June 30, 1998, the Portfolio had an SEC
30-day yield of 8.22%.
U.S. high-yield bonds significantly underperformed high quality bonds in the
second quarter as interest rates fell. The high-yield market has been negatively
impacted by the renewed turmoil in Asia, the developing crisis in Russia and
concern that corporate profits in the U.S. may begin to face some pressure. Even
though the emerging markets represent a small portion of the high-yield index,
the weakness in these markets has caused spreads in the high-yield market to
widen in sympathy as investors are requiring a higher risk premium for lower
rated bonds. In addition, there continued to be a substantial supply of new
issues in the period, particularly in the communications sector, which the
market had difficulty absorbing.
The underperformance in the second quarter was primarily due to our emphasis on
non-U.S and emerging market issues relative to the benchmark along with the
overweighting in the communications sector.
1
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENT OVERVIEW (CONT.)
While these positions caused underperformance in the second quarter, we continue
to be overweight in communications and non-U.S. issues where we see significant
relative value. We added to communications holdings in the second quarter, where
increased new supply presented a number of attractive opportunities. These
holdings are well diversified by business strategies, including competitive
local exchange carriers, wireless, and long distance. New investments in the
sector included Level 3 Communications, a domestic long-haul fiber network
provider, and Global Crossings, which builds undersea fiber optic cable systems.
Outside the U.S., holdings are focused on selected Asian corporates (with Korea
being the largest exposure) and Latin American bonds, especially corporate
issues in Argentina, Brazil and Mexico. While these non-U.S. markets have been
weak, they currently offer very high dollar denominated yields that we believe
offer significant value relative to what is available in other sectors.
Recent purchases in the healthcare and retail sectors as a result of bottom up
security selection have resulted in an overweighting in these sectors as well.
We purchased Tenet Healthcare, a stable, higher quality name and Oxford Health,
an HMO provider that we believe is successfully working through its recent
problems. Additions to the retail sector include Corporate Express, HMV Media
Group and Musicland. We continue to avoid U.S. cyclicals and are underweighted
in the media and entertainment, energy and metals sectors.
We have maintained an average credit quality higher than that of the index, and
have balanced the opportunities in low-rated bonds with positions in higher
quality issues. Additionally, the interest rate sensitivity of the Portfolio is
similar to that of the benchmark. While the market environment has become more
challenging recently, we see excellent bottom-up investment opportunities in
securities with attractive yields relative to high quality bonds.
For the second quarter ended June 30, 1998, the Portfolio had a total return of
0.27% compared to 1.04% for the Index. The second quarter was a difficult period
for the high yield market. Spreads were negatively impacted by the second phase
of the Asian crisis, the developing problems in Russia and concern that
corporate profits in the U.S. may begin to face pressure. In addition, there
continued to be a heavy supply of new issues in the period, particularly in the
communications sector, which the market had difficulty absorbing. An emphasis on
non-U.S. and emerging market bonds as well as an overweighting in the
communications sector detracted from relative performance in the quarter. The
Portfolio remains overweighted in both of these sectors, where we see excellent
relative value. Recent purchases in the healthcare and retail sectors as a
result of bottom up security selection has resulted in an overweighting in these
sectors as well. We have been avoiding U.S. cyclicals and are underweighted in
the media and entertainment, energy and metals sectors. We continue to maintain
an average credit quality higher than that of the Index, and have balanced the
opportunities in low-rated bonds with positions in higher quality issues. While
the market environment has become more challenging recently, we see excellent
bottom-up investment opportunities in securities with attractive yields relative
to high quality bonds.
July 1998
2
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
<C> <S> <C>
- ---------------------------------------------------------------------------
FIXED INCOME SECURITIES (80.0%)
CABLE (3.9%)
$ 100 Cablevision Systems Corp. 9.875%, 5/15/06........ $ 110
435 Lenfest Communications, Inc. 8.375%, 11/1/05..... 462
Rogers Cablesystems Ltd.
220 10.00%, 3/15/05, Series B........................ 244
50 10.125%, 9/1/12.................................. 55
100 Rogers Communications, Inc. 9.125%, 1/15/06...... 101
-------
972
-------
CHEMICALS (1.7%)
395 ISP Holdings, Inc., Series B 9.00%, 10/15/03..... 412
-------
COMMUNICATIONS (13.4%)
250 Comcast Cellular Holdings Corp., Series B 9.50%,
5/1/07......................................... 261
(n)50 Dial Call Communications, Inc. 0.00%, 12/15/05... 49
DEM (e)350 Espirit Telecom Group plc 11.00%, 6/15/08........ 194
$ (e)145 Flag Ltd. 8.25%, 1/30/08......................... 146
130 Globalstar LP/Capital 11.375%, 2/15/04........... 127
(e)220 IXC Communications, Inc. 9.00%, 4/15/08.......... 221
(n)500 Intermedia Communications, Inc., Series B 0.00%,
7/15/07........................................ 365
(e)190 Level 3 Communications, Inc.
9.125%, 5/1/08................................. 184
Nextel Communications, Inc.
(n)455 0.00%, 8/15/04................................... 441
(n)505 0.00%, 9/15/07................................... 338
(n)480 RCN Corp. 0.00%, 10/15/07........................ 310
RSL Communications plc
(e)270 9.125%, 3/1/08................................... 262
18 12.25%, 11/15/06................................. 20
225 Rogers Cantel, Inc. 8.30%, 10/1/07............... 220
(n)190 Teleport Communications Group, Inc. 0.00%,
7/1/07......................................... 164
-------
3,302
-------
CONSUMER MANUFACTURING (0.4%)
140 Revlon Worldwide, Series B Zero Coupon,
03/15/01....................................... 108
-------
ENERGY (2.1%)
(e)185 Chesapeake Energy Corp.
9.625%, 5/1/05................................. 186
335 Snyder Oil Corp. 8.75%, 6/15/07.................. 338
-------
524
-------
FINANCIAL (1.0%)
(e,n)140 SB Treasury Co., LLC, Series A 9.40%, 12/29/49... 139
120 Western Financial Bank 8.875%, 8/1/07............ 113
-------
252
-------
GAMING (1.1%)
250 Station Casinos, Inc. 10.125%, 03/15/06.......... 279
-------
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
<C> <S> <C>
- ---------------------------------------------------------------------------
GENERAL INDUSTRIALS (4.2%)
$ 330 American Standard Cos. 7.375%, 2/1/08............ $ 324
150 Navistar Financial Corp., Series B 9.00%,
6/1/02......................................... 157
385 Norcal Waste Systems, Inc. 13.50%, 11/15/05...... 443
DEM 190 Sirona Dental Systems 9.125%, 7/15/08............ 106
-------
1,030
-------
HEALTH CARE (5.3%)
$ 440 Columbia/HCA Healthcare 6.91%, 6/15/05........... 425
100 Columbia/HCA Healthcare 7.69%, 6/15/25........... 96
(e)150 Fresenius Medical Capital Trust II 7.875%,
2/1/08......................................... 146
345 Tenet Healthcare Corp. 8.625%, 1/15/07........... 356
(e)295 Vencor, Inc. 9.875%, 5/1/05...................... 290
-------
1,313
-------
HOTELS, LODGING & RESTAURANTS (1.6%)
375 Host Marriott Travel Plaza
9.50%, 5/15/05................................. 399
-------
MEDIA & ENTERTAINMENT (6.3%)
165 CB Richard Ellis Service 8.875%, 6/1/06.......... 164
415 Outdoor Systems, Inc. 8.875%, 6/15/07............ 433
(j)250 Paramount Communications, Inc. 8.25%, 8/1/22..... 264
230 Sinclair Broadcast Group, Inc. 9.00%, 7/15/07.... 237
450 Viacom, Inc. 8.00%, 7/7/06....................... 464
-------
1,562
-------
METALS (1.4%)
355 Murrin Murrin Holdings 9.375%, 8/31/07........... 350
-------
PACKAGING (5.6)
(e)130 CEX Holdings, Inc. 9.625%, 6/1/08................ 131
300 Fred Meyer, Inc. 7.375%, 3/1/05.................. 302
200 Grand Casinos, Inc. 10.125%, 12/1/03............. 216
50 Musicland Group, Inc. 9.875%, 3/15/08, Series
B.............................................. 50
(e)100 Oxford Health Plans 11.00%, 5/15/05.............. 103
(e)265 Samsonite Corp. 10.75%, 6/15/08.................. 263
150 SD Warren Co. 12.00%, 12/15/04................... 166
(e)150 Tenet Healthcare Corp. 8.125%, 12/1/08........... 151
-------
1,382
-------
RETAIL (6.6%)
DR Structured Finance, Series
237 93-K1 A1, 6.66%, 8/15/10......................... 222
81 94-K1 A1, 7.60%, 8/15/07......................... 80
230 94-K1 A2, 8.375%, 8/15/15........................ 230
35 94-K2 A2, 9.35%, 8/15/19......................... 37
GBP (e)125 HMV Media Group plc
10.875%, 5/15/08............................... 204
$ 200 Kmart Funding Corp., Series F 8.80%, 7/1/10...... 207
225 Musicland Group, Inc. 9.875%, 3/15/08............ 224
489 Southland Corp. 5.00%, 12/15/03.................. 425
-------
1,629
-------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS (CONT.)
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
- ---------------------------------------------------------------------------
<C> <S> <C>
SOVEREIGN & EMERGING MARKETS (14.0%)
$ 100 Asia Pulp & Paper Co., Ltd., Series A 12.00%,
2/15/04........................................ $ 70
(e,n)175 CTI Holdings S.A. 0.00%, 4/15/08................. 97
(e)155 Cathay International Ltd. 13.00%, 4/15/08........ 132
(n)100 Comp Energetica Sao Paul 9.125%, 6/26/07......... 90
(n)170 Dolphin Telecom plc 0.00%, 6/1/08................ 97
(n)140 Fuji JGB Investments LLC, Series A 9.87%,
12/31/49....................................... 124
(e)195 Global Crossing Holdings Ltd. 9.625%, 5/15/08.... 203
(e)150 Globo Communicacoes 10.625%, 12/5/08............. 135
95 Grupo Minero Mexicano SA de CV, Series A 8.25%,
4/1/08......................................... 91
160 Hermes Europe Railtel 11.50%, 8/15/07............ 181
500 Indah Kiat Finance Mauritius 10.00%, 7/1/07...... 355
145 Korea Electric Power Corp. 7.75%, 4/1/13......... 107
Multicanal S.A.
200 10.50%, 2/1/07................................... 200
(e)135 10.50%, 4/15/18.................................. 129
150 Phillipine Long Distance Telephone Co., Global
Bond 9.25%, 6/30/06............................ 147
200 Quezon Power Ltd. 8.86%, 6/15/17................. 169
261 Republic of Argentina, Series L (Floating Rate)
6.625%, 3/31/05................................ 231
(e)385 Samsung Electronics America 9.75%, 5/1/03........ 346
(e)250 Satelites Mexicanos S.A. 10.125%, 11/1/04........ 241
300 TV Azteca S.A., Series B 10.50%, 2/15/07......... 302
-------
3,447
-------
TECHNOLOGY (5.3%)
115 Advanced Micro Devices, Inc. 11.00%, 8/1/03...... 122
American Cellular Corp.
150 10.50%, 5/15/08.................................. 151
(e)50 12.50%, 5/15/08.................................. 50
500 CSC Holdings, Inc 7.875%, 12/15/07............... 526
(e,n)270 NEXTLINK Communications Co. 0.00%, 4/15/08....... 165
(e)185 Primus Telecom Group 9.875%, 5/15/08............. 181
100 Rogers Communications, Inc. 8.875%, 7/15/07...... 101
-------
1,296
-------
TRANSPORTATION (0.3%)
75 ALPS, Series 96-1 DX 12.75%, 6/15/06............. 75
-------
U.S. TREASURY SECURITIES (3.6%)
800 U. S. Treasury Note 6.50%, 10/15/06.............. 849
-------
UTILITIES (2.2%)
260 AES Corp. 8.50%, 11/1/07......................... 263
(e)125 American Communication Lines LLC 10.25%,
6/30/08........................................ 127
Niagara Mohawk Power, Series G
(n)113 0.00%, 7/1/10.................................... 78
64 7.75%, 10/1/08................................... 66
-------
534
-------
TOTAL FIXED INCOME SECURITIES (COST $19,679)...................... 19,715
-------
UNITS (2.2%)
COMMUNICATIONS (0.9%)
(e,n)345 Rhythms Netconnections 0.00%, 5/15/08............ 167
(e,n)110 Viatel, Inc. 0.00%, 4/15/08...................... 66
-------
233
-------
<CAPTION>
FACE
AMOUNT VALUE
(000) (000)
<C> <S> <C>
- ---------------------------------------------------------------------------
TECHNOLOGY (1.3%)
$ (e)200 American Mobile Satellite Corp. 12.25%, 4/1/08... $ 188
(e)135 Onepoint Communications Corp. 14.50%, 6/1/08..... 127
-------
315
-------
TOTAL UNITS (COST $594)........................................... 548
-------
</TABLE>
<TABLE>
<CAPTION>
SHARES
<C> <S> <C>
- --------------
PREFERRED STOCKS (2.5%)
CABLE (1.9%)
418 Time Warner, Inc., Series M 10.25%............... 465
-------
PACKAGING (0.6%)
1,100 Paxson Communications Corp., 13.25% PIK.......... 109
400 Paxson Communications Corp., 9.75% PIK
(Convertible).................................. 40
-------
149
-------
TOTAL PREFERRED STOCKS (COST $585)................................ 614
-------
</TABLE>
<TABLE>
<CAPTION>
NO. OF
WARRANTS
<C> <S> <C>
- --------------
WARRANTS (0.0%)
PACKAGING (0.0%)
(a)128 Paxson Communications Corp., expiring 6/30/03
(Cost $0)...................................... --
-------
</TABLE>
<TABLE>
<CAPTION>
FACE
AMOUNT
(000)
<C> <S> <C>
- --------------
SHORT-TERM INVESTMENT (13.5%)
REPURCHASE AGREEMENT (13.5%)
$ 3,325 Chase Securities, Inc. 5.40%, dated 6/30/98, due
7/1/98, to be repurchased at $3,326,
collateralized by U.S. Treasury Bonds, 8.875%,
due 2/15/19, valued at $3,406
(COST $3,325).................................. 3,325
-------
TOTAL INVESTMENTS (98.2%) (COST $24,183)............................................. 24,202
-------
OTHER ASSETS (3.9%)
Receivable for Portfolio Shares Sold...................................... $ 379
Interest Receivable....................................................... 374
Receivable for Investments Sold........................................... 194
Net Unrealized Gain on Forward Foreign Currency Exchange Contracts........ 1
Other..................................................................... 9 957
-------
LIABILITIES (-2.1%)
Payable for Investments Purchased......................................... (419)
Professional Fees Payable................................................. (33)
Payable for Portfolio Shares Redeemed..................................... (23)
Bank Overdraft............................................................ (20)
Directors' Fees and Expenses Payable...................................... (6)
Investment Advisory Fees Payable.......................................... (5)
Administrative Fees Payable............................................... (5)
Custodian Fees Payable.................................................... (3)
Other Liabilities......................................................... (1) (515)
------- -------
NET ASSETS (100%).................................................................... $24,644
-------
-------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS (CONT.)
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
AMOUNT
(000)
<S> <C> <C>
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE
Applicable to 2,237,941 outstanding $0.001 par value Shares (authorized
500,000,000 shares)....................................................... $11.01
-------
-------
NET ASSETS CONSIST OF:
Paid in Capital...................................................................... $23,707
Undistributed Net Investment Income.................................................. 678
Accumulated Net Realized Gain........................................................ 241
Unrealized Appreciation on Investments and Foreign Currency Translations.............
18
-------
NET ASSETS.................................................................. $24,644
-------
-------
</TABLE>
- ---------------------------------------------------
FOREIGN CURRENCY EXCHANGE CONTRACT INFORMATION:
Under the terms of foreign currency exchange contracts open at June 30, 1998,
the Portfolio is obligated to deliver or is to receive foreign currency in
exchange for U.S. dollars as indicated below:
<TABLE>
<CAPTION>
NET
CURRENCY IN EXCHANGE UNREALIZED
TO DELIVER VALUE SETTLEMENT FOR GAIN (LOSS)
(000) (000) DATE (000) VALUE (000) (000)
- ---------- ----- ----------- ----------- ----- -------------
<S> <C> <C> <C> <C> <C>
U.S.$ 205 $ 205 7/2/98 GBP 124 $ 206 $ 1
DEM 350 195 9/24/98 U.S.$ 197 197 2
GBP 125 208 10/2/98 U.S.$ 207 207 (1)
DEM 190 106 10/6/98 U.S.$ 105 105 (1)
----- ----- ---
$ 714 $ 715 $ 1
----- ----- ---
----- ----- ---
</TABLE>
- ----------------------------------------------------------------
FUTURES CONTRACTS:
At June 30, 1998 the following futures contracts were open:
<TABLE>
<CAPTION>
NUMBER AGGREGATE UNREALIZED
OF FACE VALUE EXPIRATION APPRECIATION
CONTRACTS (000) DATE (DEPRECIATION)
--------------- --------------- ----------- ---------------
<S> <C> <C> <C> <C>
Sales:
Long Gilt 1 181 Sept-98 $ --
</TABLE>
- ---------------
(a) -- Non-income producing security
(e) -- 144A Security--certain conditions for public sale may exist.
(j) -- A portion of these securities was pledged to cover margin requirements
for future contracts.
(n) -- Step Bond--coupon rate increases in increments to maturity. Rate
disclosed is as of June 30, 1998. Maturity date disclosed is the
ultimate maturity date.
DEM -- German Mark
GBP -- British Pound
PIK -- Payment-In-Kind. Income may be paid in additional securities or in
cash at the discretion of the issuer.
Floating Rate -- Interest rate changes on these instruments are based upon a
designated base rate. The rates shown are those in effect at June 30,
1998.
- ----------------------------------------------------------------
At June 30, 1998, cost and unrealized appreciation (depreciation) for U.S.
Federal income tax purposes of the investments of the Portfolio were:
<TABLE>
<CAPTION>
NET APPRECIATION
COST APPRECIATION (DEPRECIATION) (DEPRECIATION)
(000) (000) (000) (000)
- --------- --------------- --------------- -----------------
<S> <C> <C> <C>
$ 24,183 $ 422 $ (403) $ 19
</TABLE>
- ---------------
For the six months ended June 30, 1998, purchases and sales of investment
securities for the Portfolio, other than long-term U.S. Government securities
and short-term investments, were approximately $2,465,000 and $445,000,
respectively. There were no purchases and sales of long-term U.S. Government
securities during the six months ended June 30, 1998.
- ---------------
At June 30, 1998, a significant portion of the Portfolio's assets were invested
in high yield debt. These investments are often traded by one market maker who
may also be utilized by the Portfolio to provide pricing information used to
value such securities. The amounts realized upon disposition of these securities
may differ from the value reflected on the Statement of Net Assets and the
differences could be material.
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
1998
(UNAUDITED)
(000)
<S> <C>
- --------------------------------------------------------------------------
INVESTMENT INCOME:
Interest $ 723
Dividends 20
-----------
Total Income 743
-----------
EXPENSES:
Investment Advisory Fees 42
Less: Fees Waived (39)
-----------
Net Investment Advisory Fees 3
Professional Fees 26
Administrative Fees 22
Shareholder Reports 12
Custodian Fees 4
-----------
Net Expenses 67
-----------
Net Investment Income 676
-----------
NET REALIZED GAIN ON:
Investments Sold 198
-----------
CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON:
Investments (313)
Foreign Currency Translations (1)
-----------
Change in Unrealized Appreciation/Depreciation (314)
-----------
Net Realized Gain and Change in Unrealized
Appreciation/Depreciation (116)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 560
-----------
-----------
</TABLE>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS PERIOD FROM
ENDED JANUARY 2,
JUNE 30, 1997* TO
1998 DECEMBER 31,
(UNAUDITED) 1997
(000) (000)
<S> <C> <C>
- ----------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income $ 676 $ 720
Net Realized Gain 198 191
Change in Unrealized
Appreciation/Depreciation (314) 332
------- -------
Net Increase in Net Assets
Resulting from Operations 560 1,243
------- -------
DISTRIBUTIONS:
Net Investment Income -- (719)
Net Realized Gain -- (147)
------- -------
Total Distributions -- (866)
------- -------
CAPITAL SHARE TRANSACTIONS (1):
Subscribed 13,018 11,950
Distributions Reinvested -- 257
Redeemed (1,424) (94)
------- -------
Net Increase in Net Assets Resulting
from Capital Share Transactions 11,594 12,113
------- -------
Total Increase in Net Assets 12,154 12,490
NET ASSETS:
Beginning of Period 12,490 --
------- -------
End of Period (Including
undistributed net investment
income of $678 and $2,
respectively) $24,644 $12,490
------- -------
------- -------
- ----------------------------------------------------------------------------
(1) Capital Share Transactions:
Shares Subscribed 1,188 1,164
Shares Issued on Distributions
Reinvested -- 24
Shares Redeemed (130) (9)
------- -------
Net Increase in Capital Shares
Outstanding 1,058 1,179
------- -------
------- -------
- ----------------------------------------------------------------------------
</TABLE>
* Commencement of operations
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
HIGH YIELD PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
PERIOD FROM
SIX MONTHS ENDED JANUARY 2, 1997*
JUNE 30, 1998 # TO DECEMBER 31,
SELECTED PER SHARE DATA AND RATIOS (UNAUDITED) 1997
<S> <C> <C>
- -------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF
PERIOD $ 10.59 $ 10.00
------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.43 0.63
Net Realized and Unrealized
Gain(Loss) (0.01) 0.72
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Total From Investment Operations 0.42 1.35
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DISTRIBUTIONS
Net Investment Income -- (0.63)
Net Realized Gain -- (0.13)
------- -------
Total Distributions -- (0.76)
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NET ASSET VALUE, END OF PERIOD $ 11.01 $ 10.59
------- -------
------- -------
TOTAL RETURN 3.97% 13.53%
------- -------
------- -------
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (000's) $24,644 $12,490
Ratio of Expenses to Average Net
Assets 0.80%** 0.81%**
Ratio of Expenses to Average Net
Assets
Excluding Interest Expense N/A 0.80%**
Ratio of Net Investment Income to
Average Net Assets 8.02%** 7.41%**
Portfolio Turnover Rate 69% 78%
- -------------------------------------------------------------------------------
Effect of Voluntary Expense
Limitation During the Period:
Per Share Benefit to Net
Investment Income $ 0.02 $ 0.08
Ratios Before Expense Limitation:
Expenses to Average Net Assets 1.27%** 1.68%**
Net Investment Income to Average
Net Assets 7.55%** 6.53%**
</TABLE>
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* Commencement of operations
** Annualized
# Net investment income and capital charges per share are
based upon monthly average shares outstanding.
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
Morgan Stanley Universal Funds, Inc. (the "Fund") is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. As of June 30, 1998, the Fund was comprised of eleven separate active
portfolios (individually referred to as a "Portfolio", collectively as the
"Portfolios").
The accompanying financial statements cover only the High Yield Portfolio.
The Fund is intended to be the funding vehicle for variable annuity contracts
and variable life insurance policies to be offered by the separate accounts of
certain life insurance companies.
A. ACCOUNTING POLICIES: The following significant accounting policies are in
conformity with generally accepted accounting principles for investment
companies. Such policies are consistently followed by the Fund in the
preparation of the financial statements. Generally accepted accounting
principles 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: Equity securities listed on a U.S. exchange and equity
securities traded on NASDAQ are valued at the latest quoted sales price on the
valuation date. Securities listed on a foreign exchange are valued at their
closing price. Unlisted securities and listed securities not traded on the
valuation date, for which market quotations are readily available, are valued at
the average of the mean between the current bid and asked prices obtained from
reputable brokers. Bonds and other fixed income securities may be valued
according to the broadest and most representative market. In addition, bonds and
other fixed income securities may be valued on the basis of prices provided by a
pricing service which are based primarily on institutional size trading in
similar groups of securities. The prices provided by a pricing service are
determined without regard to bid or last sale prices, but take into account
institutional size trading in similar groups of securities and any developments
related to the specific securities. Debt securities purchased with remaining
maturities of 60 days or less are valued at amortized cost, if it approximates
market value. All other securities and assets for which market values are not
readily available, including restricted securities, are valued at fair value as
determined in good faith by the Board of Directors, although the actual
calculations may be done by others.
2. INCOME TAXES: It is each Portfolio's intention 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.
Certain Portfolios may be subject to taxes imposed by countries in which they
invest. Such taxes are generally based on income and/or capital gains earned or
repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation as these amounts are earned.
Taxes may also be based on the movement of foreign currency and are accrued
based on the value of investments denominated in such currency.
3. REPURCHASE AGREEMENTS: The Portfolios of the Fund may enter into repurchase
agreements under which the Portfolio lends excess 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 Fund 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 the adequacy of the
collateral. In the event of default on the obligation to repurchase, the Fund
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 and/or retention of the collateral or proceeds may be
subject to legal proceedings.
4. FOREIGN CURRENCY TRANSLATION AND FOREIGN INVESTMENTS: The books and records
of the Fund are maintained in U.S. dollars. Foreign currency amounts are
translated into U.S. dollars at the mean of the bid and asked prices of such
currencies against U.S. dollars last quoted by a major bank as follows:
- investments, other assets and liabilities at the prevailing rates 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 Fund are presented at the foreign exchange rates
and market values at the close of the period, the Fund 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 the securities held at period end. Similarly, the Fund 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) 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.
8
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (CONT.)
JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
Net realized gains (losses) on foreign currency transactions represent net
foreign exchange gains (losses) from foreign currency exchange contracts,
disposition of foreign currencies, currency gains or 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 Fund'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) on the Statement of Net
Assets. The change in net unrealized currency gains (losses) for the period is
reflected on 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, the possibility of lower
levels of governmental supervision and regulation of foreign securities markets
and the possibility of political or economic instability.
Prior governmental approval for foreign investments may be required 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, violation of foreign investment
limitations. As a result, an additional class of shares (identified as "Foreign"
in the Statement of Net Assets) 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 Fund values the foreign
shares at the closing exchange price of the local shares. Such securities are
identified as fair valued in the Statement of Net Assets.
5. FOREIGN CURRENCY EXCHANGE CONTRACTS: Certain Portfolios may enter into
foreign currency exchange contracts generally to attempt to protect securities
and related receivables and payables against changes in future foreign currency
exchange rates and, in certain situations, to gain exposure to foreign
currencies. A foreign currency exchange contract is an agreement between two
parties to buy or sell currency at a set price on a future date. The market
value of the contract will fluctuate with changes in currency exchange rates.
The contract is marked-to-market daily and the change in market value is
recorded by the Portfolios as unrealized gain or loss. The Portfolios record
realized gains or losses when the contract is closed equal to the difference
between the value of the contract at the time it was opened and the value at the
time it was closed. Risk may arise upon entering into these contracts from the
potential inability of counterparties to meet the terms of their contracts and
is generally limited to the amount of the unrealized gain on the contracts, if
any, at the date of default. Risks may also arise from unanticipated movements
in the value of a foreign currency relative to the U.S. dollar.
6. FORWARD COMMITMENTS AND WHEN-ISSUED/DELAYED DELIVERY SECURITIES: The
Portfolios may make forward commitments to purchase or sell securities. Payment
and delivery for securities which have been purchased or sold on a forward
commitment basis can take place a month or more (not to exceed 120 days) after
the date of the transaction. Additionally, the Portfolio may purchase securities
on a when-issued or delayed delivery basis. 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. When the Portfolio enters into a
purchase transaction on a when-issued or delayed delivery basis, it establishes
either a segregated account in which it maintains liquid assets in an amount at
least equal in value to the Portfolio's commitments to purchase such securities
or designates such assets as segregated on the custodian's records for the
Portfolio's regular custody account. Purchasing securities on a forward
commitment or 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.
7. LOAN AGREEMENTS: Certain Portfolios may invest in fixed and floating rate
loans ("Loans") arranged through private negotiations between an issuer of
sovereign debt obligations and one or more financial institutions ("Lenders")
deemed to be creditworthy by the investment adviser. The Portfolio's investments
in Loans may be in the form of participations in Loans ("Participations") or
assignments of all or a portion of Loans ("Assignments") from third parties. The
Portfolio's investment in Participations typically results in the Portfolio
having a contractual relationship with only the Lender and not with the
borrower. The Portfolio has the right to receive payments of principal, interest
and any fees to which it is entitled only upon receipt by the Lender of the
payments from the borrower. The Portfolio generally has no right to enforce
compliance by the borrower with the terms of the loan agreement. As a result,
the Portfolio may be subject to the credit risk of both the borrower and the
Lender that is selling the Participation. When the Portfolio purchases
Assignments from Lenders, it typically acquires direct rights against the
borrower on the Loan. Because Assignments are arranged through private
negotiations between potential assignees and potential assignors, the rights and
obligations acquired by the Portfolio as the purchaser of an Assignment may
differ from, and be more limited than, those held by the assigning Lender.
8. ORGANIZATIONAL COSTS: The organizational costs of the Fund are being
amortized on a straight line basis over a period of five years beginning with
the commencement of operations. Morgan Stanley Asset Management Inc. has
9
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (CONT.)
JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
agreed that in the event any of its initial shares which comprised the Fund at
inception are redeemed, the proceeds on redemption will be reduced by the
pro-rata portion of any unamortized organizational costs in the same proportion
as the number of shares redeemed bears to the initial shares held at time of
redemption.
9. SHORT SALES: Certain Portfolios may sell securities short. A short sale is a
transaction in which the Portfolio sells securities it may or may not own, but
has borrowed, in anticipation of a decline in the market price of the
securities. The Portfolio is obligated to replace the borrowed securities at the
market price at the time of replacement. The Portfolio may have to pay a premium
to borrow the securities as well as pay any dividends or interest payable on the
securities until they are replaced. The Portfolio's obligation to replace the
securities borrowed in connection with a short sale will generally be secured by
collateral deposited with the broker that consists of cash, U.S. government
securities or other liquid, high grade debt obligations. In addition, the
Portfolio will either designate on the custodian records in its regular custody
account or place in a segregated account with its Custodian an amount of cash,
U.S. government securities or other liquid high grade debt obligations equal to
the difference, if any, between (1) the market value of the securities sold and
(2) any cash, U.S. government securities or other liquid high grade debt
obligations deposited as collateral with the broker in connection with the short
sale. Short sales by the Portfolio involve certain risks and special
considerations. Possible losses from short sales differ from losses that could
be incurred from a purchase of a security, because losses from short sales may
be unlimited, whereas losses from purchases cannot exceed the total amount
invested.
10. FUTURES: Certain Portfolios may purchase and sell futures contracts. Futures
contracts provide for the sale by one party and purchase by another party of a
specified amount of a specified security, index, instrument or basket of
instruments. Futures contracts (secured by cash or government securities
deposited with brokers or custodians as "initial margin") are valued based upon
their quoted daily settlement prices; changes in initial settlement value
(represented by cash paid to or received from brokers as "variation margin") are
accounted for as unrealized appreciation (depreciation). When futures contracts
are closed, the difference between the opening value at the date of purchase and
the value at closing is recorded as realized gains or losses in the Statement of
Operations.
Certain Portfolios may use futures contracts in order to manage exposure to the
stock and bond markets, to hedge against unfavorable changes in the value of
securities or to remain fully invested and to reduce transaction costs. Futures
contracts involve market risk in excess of the amounts recognized in the
Statement of Net Assets. Risks arise from the possible movements in security
values underlying these instruments. The change in value of futures contracts
primarily corresponds with the value of their underlying instruments, which may
not correlate with the change in value of the hedged investments. In addition,
there is the risk that the Portfolios may not be able to enter into a closing
transaction because of an illiquid secondary market.
11. SWAP AGREEMENTS: The Portfolios may enter into swap agreements to exchange
one return or cash flow for another return or cash flow in order to hedge
against unfavorable changes in the value of securities or to remain fully
invested and to reduce transaction costs. The following summarizes swaps which
may be entered into by the Portfolios.
INTEREST RATE SWAPS: Interest rate swaps involve the exchange of commitments to
pay and receive interest based on a notional principal amount. Net periodic
interest payments to be received or paid are accrued daily and are recorded in
the Statement of Operations as an adjustment to interest income. Interest rate
swaps are marked-to-market daily based upon quotations from market makers and
the change, if any, is recorded as unrealized appreciation or depreciation in
the Statement of Operations.
TOTAL RETURN SWAPS: Total return swaps involve commitments to pay interest in
exchange for a market-linked return based on a notional amount. To the extent
the total return of the security, instrument or basket of instruments underlying
the transaction exceeds or falls short of the offsetting interest obligation,
the Portfolio will receive a payment from or make a payment to the counterparty,
respectively. Total return swaps are marked-to-market daily based upon
quotations from market makers and the change, if any, is recorded as unrealized
gains or losses in the Statement of Operations. Periodic payments received or
made at the end of each measurement period, but prior to termination, are
recorded as realized gains or losses in the Statement of Operations. Realized
gains or losses on maturity or termination of interest rate and total return
swaps are presented in the Statement of Operations.
Because there is no organized market for these swap agreements, the value of
open swaps reported in the Statement of Net Assets may differ from that which
would be realized in the event the Portfolio terminated its position in the
agreement. Risks may arise upon entering into these agreements from the
potential inability of the counterparties to meet the terms of the agreements
and are generally limited to the amount of net interest payments to be received
and/or favorable movements in the value of the underlying security, instrument
or basket of instruments, if any, at the date of default.
12. PURCHASED AND WRITTEN OPTIONS: Certain Portfolios may write covered call and
put options on portfolio securities and other financial instruments. Premiums
are received and are recorded as liabilities. The liabilities are 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
10
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (CONT.)
JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
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. By writing a covered call option, a Portfolio, in exchange for the
premium, foregoes the opportunity for capital appreciation above the exercise
price should the market price of the underlying security increase. By writing a
covered put option, a Portfolio, in exchange for the premium, accepts the risk
of a decline in the market value of the underlying security below the exercise
price.
Certain Portfolios may purchase call and put options on portfolio securities or
other financial instruments. The Portfolio may purchase call options to protect
against an increase in the price of the security or financial instrument it
anticipates purchasing. Each Portfolio may purchase put options on securities
which it holds or other financial instruments to protect against a decline in
the value of the security or financial instrument or to close out covered
written put positions. Risks may arise from an imperfect correlation between the
change in market value of the securities held by the Portfolio and the prices of
options relating to the securities purchased or sold by the Portfolio and from
the possible lack of a liquid secondary market for an option. The maximum
exposure to loss for any purchased option is limited to the premium initially
paid for the option.
13. OTHER: Security transactions are accounted for on the date the securities
are purchased or sold. Realized gains and losses on the sale of investment
securities are determined on the specific identified cost basis. Dividend income
is recorded on the ex-dividend date (except for certain foreign dividends which
may be recorded as soon as the Fund is informed of such dividends) net of
applicable withholding taxes where recovery of such taxes is not reasonably
assured. Interest income is recognized on the accrual basis except where
collection is in doubt. Discounts and premiums on securities purchased (other
than mortgage-backed securities) are amortized according to the effective yield
method over their respective lives. 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.
Distributions from the Portfolios are recorded on the ex-distribution date.
The amount and character of income and capital gain distributions to be paid by
Portfolios of the Fund are determined in accordance with Federal income tax
regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing book and tax treatments for the
character and timing of the recognition of gains or losses on securities and
foreign currency exchange contracts, the timing of the deductibility of certain
foreign taxes and dividends received from real estate investment trusts.
Permanent book and tax basis differences relating to shareholder distributions
may result in reclassifications among undistributed net investment income
(loss), accumulated net realized gain (loss) and paid in capital.
Permanent book and tax differences, if any, are not included in ending
undistributed (distributions in excess of) net investment income/accumulated net
investment loss for the purpose of calculating net investment income (loss) per
share in the Financial Highlights.
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, including Russia, ownership of shares is defined according
to entries in the issuer's share register. In Russia, there currently exists no
central registration system and the share registrars may not be subject to
effective state supervision. 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 a Portfolio to further risk of loss in the event of a failure to
complete the transaction by the counterparty.
B. ADVISER: Miller Anderson & Sherrerd, LLP ("MAS"), a wholly-owned subsidiary
of Morgan Stanley Dean Witter & Co., provides the High Yield Portfolio with
investment advisory services for a fee, paid quarterly, at the annual rate based
on average daily net assets as follows:
<TABLE>
<CAPTION>
FROM MORE
FIRST $500 MILLION THAN
PORTFOLIO $500 MILLION TO $1 BILLION $1 BILLION
- -------------------------- --------------- --------------- -------------
<S> <C> <C> <C>
High Yield................ 0.50% 0.45% 0.40%
</TABLE>
MAS has agreed to reduce fees payable to it and to reimburse the Portfolio, if
necessary, to the extent that the annual operating expenses, as defined,
expressed as a percentage of average daily net assets, exceed the maximum ratio
of 0.80%.
C. ADMINISTRATOR: MSAM (the "Administrator") also provides the Portfolio with
administrative services pursuant to an administrative agreement for a monthly
fee which on an annual basis equals 0.25% of the average daily net assets of the
Portfolio, plus reimbursement of out-of-pocket expenses. Under an agreement
between the Administrator and Chase Global Funds Services Company ("CGFSC"), a
corporate affiliate of The Chase Manhattan Bank ("Chase"), CGFSC provides
certain administrative services to the Fund. For such services, the
Administrator pays CGFSC a portion of the fee the Administrator receives from
the Fund. Certain employees of CGFSC are officers of the Fund. In addition, the
Fund incurs local administration fees in connection with doing business in
certain emerging market countries.
D. CUSTODIANS: Morgan Stanley Trust Company ("MSTC"), a wholly-owned subsidiary
of Morgan Stanley Dean Witter & Co., acts as custodian for the Fund's assets
held outside the
11
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (CONT.)
JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
United States in accordance with a custodian agreement. Chase serves as
custodian for the Fund's U.S. assets in accordance with a separate custodian
agreement. Custodian fees are computed and payable monthly based on assets held,
investment purchases and sales activity, an account maintenance fee, plus
reimbursement for certain out-of-pocket expenses.
E. OTHER: At June 30, 1998, the net assets of certain Portfolios were
substantially comprised of foreign denominated securities and currency. Changes
in currency exchange rates will affect the U.S. dollar value of and investment
income from such securities.
From time to time, a Portfolio may have shareholders that hold a significant
portion of the Portfolio's outstanding shares. Investment activities of these
shareholders could have a material impact on those Portfolios.
12
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
- --------------------------------------------------------------------------------
DIRECTORS
Barton M. Biggs
CHAIRMAN OF THE BOARD
Chairman and Director, Morgan Stanley Asset Management Inc.
and Morgan Stanley Asset Management Limited;
Managing Director, Morgan Stanley & Co. Incorporated
Michael F. Klein
DIRECTOR AND PRESIDENT
Principal, Morgan Stanley Asset Management Inc. and
Morgan Stanley & Co. Incorporated
John D. Barrett II
Chairman and Director,
Barrett Associates, Inc.
Gerard E. Jones
Partner, Richards & O'Neil LLP
Andrew McNally IV
River Road Partners
Samuel T. Reeves
Chairman of the Board and CEO,
Pinacle L.L.C.
Fergus Reid
Chairman and Chief Executive Officer,
LumeLite Plastics Corporation
Frederick O. Robertshaw
Of Counsel, Copple, Chamberlin & Boehm, P.C.
INVESTMENT ADVISERS AND ADMINISTRATORS
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshohocken, PA 19428-2899
DISTRIBUTOR
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
CUSTODIANS
Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
The Chase Manhattan Bank
3 Chase MetroTech Center
Brooklyn, NY 11245
OFFICERS
Stefanie V. Chang
VICE PRESIDENT
James A. Gallo
VICE PRESIDENT
Harold J. Schaaff, Jr.
VICE PRESIDENT
Joseph P. Stadler
VICE PRESIDENT
Lorraine Truten
VICE PRESIDENT
Valerie Y. Lewis
SECRETARY
Joanna M. Haigney
TREASURER
Rene J. Feuerman
ASSISTANT TREASURER
Karl O. Hartmann
ASSISTANT SECRETARY
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
- --------------------------------------------------------------------------------
THIS REPORT IS AUTHORIZED FOR DISTRIBUTION ONLY WHEN PRECEDED OR ACCOMPANIED BY
THE PROSPECTUS OF THE MORGAN STANLEY UNIVERSAL FUNDS, INC. WHICH DESCRIBES IN
DETAIL EACH INVESTMENT PORTFOLIO'S INVESTMENT POLICIES, FEES AND EXPENSES.
PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
13
