MORGAN STANLEY UNIVERSAL FUNDS INC, N-14, 2000-06-12

MORGAN STANLEY UNIVERSAL FUNDS INC
N-14, 2000-06-12

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As Filed With the Securities and Exchange Commission on June 12, 2000
File No. 333-3013

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT No. [ ]

POST-EFFECTIVE AMENDMENT No. [ ]

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
__________
(Exact Name of Registrant as Specified in Charter)

1221 Avenue of the Americas
New York, New York 10020

_______________________________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (800) 548-7786
_____________

Harold J. Schaaff, Jr., Esq.
Morgan Stanley Dean Witter Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
_____________________________________
(Name and Address of Agent for Service)

Copies to:

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Richard W. Grant, Esq. Wayne M. Whalen
Morgan, Lewis & Bockius LLP Thomas A. Hale
1701 Market Street Skadden, Arps, Slate, Meagher & Flom (Illinois)
Philadelphia, Pennsylvania 19103-2921 333 W. Wacker Drive
Chicago, Illinois 60606
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______________________________________________________

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.

No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
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THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

June 12, 2000
Cross Reference Sheet

ITEMS REQUIRED BY FORM N-14

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Part A. Information Required in Prospectus Registration Statement Heading
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Item 1. Beginning of Registration Statement and Cover Page of Registration Statement
Outside Front Cover Page of Prospectus

Item 2. Beginning and Outside Back Cover Page of Table of Contents
Prospectus

Item 3. Fee Table, Synopsis Information, and Risk Synopsis; Comparison of Principal Risks;
Factors Comparison of Investment Objectives and
Policies; Comparison of Investment
Advisers; Comparison of Fees and Expenses;
The Portfolios' Purchase, Exchange and
Redemption Procedures

Item 4. Information About the Transaction Synopsis; Reasons for the Reorganization;
Information Relating to the Reorganization

Item 5. Information About the Registrant Prospectus Cover Page; Synopsis;
Comparison of Investment Objectives and
Policies; Comparison of Fees and Expenses;
Reasons for the Reorganization;
Information about the Portfolios;
Shareholder Rights; The Universal Fund and
Van Kampen Fund Portfolios
Item 6. Information About the Company Being Acquired Prospectus Cover Page; Synopsis;
Comparison of Investment Objectives and
Policies; Comparison of Fees and Expenses;
Reasons for the Reorganization;
Information about the Portfolios;
Shareholder Rights; The Universal Fund and
Van Kampen Fund Portfolios
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Item 7. Voting Information Prospectus Cover Page; Notice of Special
Meeting of Shareholders; Synopsis; Voting
Matters

Item 8. Interest of Certain Persons and Experts Voting Matters

Item 9. Additional Information Required for Inapplicable
Reoffering by Persons Deemed to be
Underwriters

Part B. Information Required in a Statement of
-------------------------------------
Additional Information
----------------------

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. Additional Information About the Registrant Incorporated by Reference to the
Registrant's Prospectus and SAI attached
as exhibits to this filing

Item 13. Additional Information About the Company Incorporated by Reference to the Company's
Being Acquired Prospectus and SAI attached as exhibits to
this filing

Item 14. Financial Statements Appendix A

Part C. Other Information
-----------------

Item 15. Indemnification Indemnification

Item 16. Exhibits Exhibits

Item 17. Undertakings Undertakings
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[ ], 2000

Dear Contract Owner:

A Special Meeting (the "Special Meeting") of Shareholders of the Morgan
Stanley Real Estate Portfolio of the Van Kampen Life Investment Trust (the "Van
Kampen Trust") has been scheduled for [ ], 2000. The Special Meeting has
been called to allow Shareholders to vote on a proposal affecting the Van
Kampen Trust's Morgan Stanley Real Estate Securities Portfolio (the "Van Kampen
Portfolio").

Shares of the Van Kampen Portfolio are sold to and held by separate accounts
("Accounts") of various insurance companies to fund variable annuity or
variable life insurance policies (each a "Contract" and collectively, the
"Contracts") offered by the insurance companies. The Accounts invest in shares
of the Van Kampen Portfolio in accordance with instructions from Contract
owners ("Contract Owners"). Except as might otherwise be provided by applicable
law, the Accounts provide pass-through voting to Contract Owners and the
Contract Owners have the right to instruct the Account provider on how to vote
shares held by the Account under their Contract. If a portion of your Contract
was allocated to the Van Kampen Portfolio on June 16, 2000, you are a
"Shareholder" and are entitled to instruct your insurance company how to vote
the shares of the Van Kampen Portfolio attributable to your Contract will be
voted at the Special Meeting or any adjournment of the Special Meeting. If you
do not return a voting instruction card at all, the shares will be voted in the
same proportion as shares for which instructions have been received from other
owners of registered variable annuity and variable life insurance contracts.

The attached Proxy Statement/Prospectus gives you information relating to
the proposal upon which you are being asked to vote. The Board of Trustees of
the Van Kampen Trust is recommending that you approve a reorganization (the
"Reorganization") pursuant to which the Van Kampen Portfolio will exchange all
of its assets and liabilities for shares of a similar portfolio of The
Universal Institutional Funds, Inc. (the "Universal Fund"). If the
Reorganization is approved, you will receive an amount of shares of the
Universal Fund's U.S. Real Estate Portfolio (the "Universal Portfolio") equal
in value to your shares of the Van Kampen Portfolio. The Reorganization will
not otherwise affect your Contract rights.

Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management") currently provides day-to-day portfolio management services to
both the Van Kampen Portfolio and the Universal Portfolio. Therefore, the
investment manager that currently manages your investment will continue to
manage your investment after the Reorganization. The Portfolios have
substantially similar investment objectives, policies and practices. Please
read the attached Proxy Statement/Prospectus describing the similarities and
differences between the Portfolios. It is not anticipated that the
Reorganization will have any tax consequences for the Van Kampen Portfolio, the
Universal Portfolio or their respective Shareholders. In addition, it is
currently expected that the total operating expenses of the Universal Portfolio
will be the same as the historical operating expenses of the Van Kampen
Portfolio due to a continuing voluntary expense limitation by MSDW Investment
Management. MSDW Investment Management will bear all expenses associated with
the Reorganization.

After the Reorganization, your Contract values will depend on the
performance of the Universal Portfolio instead of the performance of the
current Van Kampen Portfolio. We encourage you to follow the Trustees'
recommendation to approve the proposal.

Your vote is important to us. Your immediate response will help prevent the
need for additional solicitations. Thank you for taking the time to consider
this important proposal.

PLEASE MARK, SIGN, AND DATE THE ENCLOSED VOTING INSTRUCTION CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.
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INFORMATION ABOUT YOUR PROXY STATEMENT/PROSPECTUS

Q. WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A. Van Kampen Life Investment Trust (the "Van Kampen Trust") is seeking your
approval of a reorganization (the "Reorganization") of its Morgan Stanley
Real Estate Securities Portfolio (the "Van Kampen Portfolio") whereby
contract owners' insurance accounts will receive shares of a similar
portfolio of The Universal Institutional Funds, Inc. (the "Universal Fund")
in exchange for their shares of the Van Kampen Portfolio. In the
Reorganization, the Van Kampen Portfolio will be combined with the Universal
Fund's U.S. Real Estate Portfolio (the "Universal Portfolio"). The combined
Portfolio will be managed in accordance with the investment objectives,
policies and strategies of the Universal Portfolio. After the
Reorganization, the Van Kampen Portfolio will be dissolved. Shareholders of
the Van Kampen Portfolio will continue to have their investments managed by
Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management"), which is also the adviser to the Universal Portfolio.

Please refer to the proxy statement/prospectus for a detailed explanation
of the proposed Reorganization and for a more complete description of the
Universal Portfolio.

Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?

A. After careful consideration, the Board of Trustees unanimously recommends
that you vote "FOR" the Reorganization.

Q. WHO IS PAYING FOR EXPENSES RELATED TO THE SPECIAL SHAREHOLDER MEETING?

A. MSDW Investment Management is paying all of the expenses relating to the
Special Meeting of the Shareholders of the Van Kampen Portfolio (the "Special
Meeting").

Q. HOW CAN I VOTE ON THE REORGANIZATION?

A. You will be able to give your insurance company voting instructions for
those shares attributable to your contract as of June 16, 2000, the record
date for the Special Meeting. A voting instruction card is, essentially, a
ballot. While only insurance companies are the Shareholders of the Van
Kampen Portfolio, these insurance companies will vote in accordance with
your instructions. When you complete your voting instruction card, it tells
your insurance company how to vote its shares on the Reorganization which
effects the portion of your contract which is allocated to the Van Kampen
Portfolio. If you complete and sign the voting instruction card, the shares
will be voted exactly as you so instruct. If you simply sign the voting
instruction card without otherwise completing it, the shares will be voted
FOR the Reorganization. If you do not return a voting instruction card at
all, the shares will be voted in the same proportion as shares for which
instructions have been received from other owners of registered variable
annuity and variable life insurance contracts.

Q. WHERE DO I MAIL MY VOTING INSTRUCTION CARD?

A. You may use the enclosed postage-paid envelope to mail your proxy card to:

Management Information Services
61 Accord Park Drive
Norwell, Massachusetts 02061

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Q.WHOM DO I CALL IF I HAVE QUESTIONS ABOUT THIS PROXY STATEMENT/ PROSPECTUS?

A. We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-341-2929 between 7:00 a.m. and 7:00 p.m., Central
time, Monday through Friday. Telecommunication Device for the Deaf users may
call 1-800-772-8889.

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Van Kampen Life Investment Trust

1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555

----------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [ ], 2000

----------------

Notice is hereby given that a Special Meeting of Shareholders (the "Special
Meeting") of the Morgan Stanley Real Estate Securities Portfolio (the "Van
Kampen Portfolio") of the Van Kampen Life Investment Trust (the "Van Kampen
Trust") will be held at the offices of [ ], on [ ], 2000 at [ ]
(Central Time). The Special Meeting is being held for the purpose of
considering a proposal affecting the Van Kampen Portfolio as set forth below.

PROPOSAL: Approval of an Agreement and Plan of Reorganization and
Liquidation providing for (i) the transfer of all of the assets
and liabilities of the Van Kampen Portfolio to the U.S. Real
Estate Portfolio (the "Universal Portfolio") of The Universal
Institutional Funds, Inc. (the "Universal Fund") in exchange for
shares of the Universal Portfolio; (ii) the distribution of the
Universal Portfolio shares so exchanged to the accounts of
Shareholders of the Van Kampen Portfolio; and (iii) the
termination under state law of the Van Kampen Portfolio.

Shares of the Van Kampen Portfolio are sold to and held by separate accounts
("Accounts") of various insurance companies to fund variable annuity or
variable life insurance policies (the "Contracts") offered by the insurance
companies. The Accounts invest in shares of the Van Kampen Portfolio in
accordance with instructions from Contract owners ("Contract Owners"). Except
as might otherwise be provided by applicable law, the Accounts provide pass-
through voting to Contract Owners and the Contract Owners have the right to
instruct the Account provider on how to vote shares held by the Account under
their Contract. If a portion of your Contract was allocated to the Van Kampen
Portfolio on June 16, 2000, you are a "Shareholder" and are entitled to notice
of the Special Meeting and to instruct your insurance company how to vote the
shares of the Van Kampen Portfolio attributable to your Contract at the Special
Meeting or any adjournment of the Special Meeting.

SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING VOTING INSTRUCTION CARD WHICH IS BEING SOLICITED BY
THE BOARD OF TRUSTEES OF THE VAN KAMPEN TRUST. VOTING INSTRUCTIONS MAY BE
REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING A WRITTEN NOTICE OF
REVOCATION OR A SUBSEQUENTLY EXECUTED VOTING INSTRUCTION CARD.

A. Thomas Smith III
Secretary

[ ], 2000
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Proxy Statement/Prospectus

Dated [ ], 2000

Relating to the Acquisition of the Assets and Liabilities of the
Morgan Stanley Real Estate Securities Portfolio,
a Series of Van Kampen Life Investment Trust

1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555
1-800-341-2929

By and In Exchange for Shares of the
U.S. Real Estate Portfolio,
a Series of The Universal Institutional Funds, Inc.

P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-281-2715

This Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies by the Board of Trustees of the Van Kampen Life
Investment Trust (the "Van Kampen Trust") in connection with the Special
Meeting of Shareholders of the Morgan Stanley Real Estate Securities Portfolio
(the "Van Kampen Portfolio") of the Van Kampen Trust (the "Special Meeting") to
be held on [ ], 2000 at [ ] (Central Time) at the offices of [
]. At the Special Meeting, "Shareholders" (those contract owners who have a
portion of their annuity contract or insurance policy allocated to the Van
Kampen Portfolio) of the Van Kampen Portfolio will be asked to consider and
approve an Agreement and Plan of Reorganization and Liquidation (the
"Reorganization Agreement"), by and between the Van Kampen Trust on behalf of
the Van Kampen Portfolio and The Universal Institutional Funds, Inc. (the
"Universal Fund") on behalf of the U.S. Real Estate Portfolio (the "Universal
Portfolio") (the Van Kampen Portfolio and the Universal Portfolio are referred
to collectively as the "Portfolios," and the Van Kampen Trust and the Universal
Fund are referred to collectively as the "Funds") and the reorganization
contemplated therein (the "Reorganization"). A copy of the Reorganization
Agreement is attached as Exhibit A.

The Reorganization Agreement provides that the Van Kampen Portfolio will
transfer all of its assets and liabilities to the Universal Portfolio. In
exchange for the transfer of these assets and liabilities, the Universal
Portfolio will simultaneously issue its shares to the Van Kampen Portfolio in
an amount equal in value to the net asset value of the shares of the Van Kampen
Portfolio. Immediately after the transfer of the Van Kampen Portfolio's assets
and liabilities, the Van Kampen Portfolio will make liquidating distributions
of the exchanged Universal Portfolio's shares to Shareholders' insurance
accounts of the Van Kampen Portfolio, so that a Shareholders' insurance account
of the Van Kampen Portfolio at the Effective Time of the Reorganization (as
defined in the Reorganization Agreement) will receive shares of the Universal
Portfolio having the same aggregate net asset value as the shares of the Van
Kampen Portfolio held immediately before the Reorganization. Following the
Reorganization, Shareholders of the Van Kampen Portfolio will be in effect
Shareholders of the Universal Portfolio, and the Van Kampen Portfolio will be
terminated under state law.

The Van Kampen Trust and the Universal Fund are both open-end, management
investment companies which offer their shares only to insurance companies for
separate accounts which they establish to fund variable life insurance policies
and variable annuity contracts and to other entities such as qualified pension
and retirement plans. Van Kampen Asset Management Inc. ("VKAM") provides
investment advisory services to certain portfolios of the Van Kampen Trust
including the Van Kampen Portfolio. Morgan Stanley Dean Witter Investment
Management Inc. ("MSDW Investment Management") provides investment sub-advisory
services

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to the Van Kampen Portfolio. MSDW Investment Management provides investment
advisory services to certain investment portfolios of the Universal Fund,
including the Universal Portfolio. VKAM and MSDW Investment Management are
wholly owned, directly or indirectly, by Morgan Stanley Dean Witter & Co.

This Proxy Statement/Prospectus sets forth concisely the information that a
shareholder of the Van Kampen Portfolio should know before investing in the
Universal Portfolio, and should be retained for future reference. Certain
additional relevant documents (listed below), which have been filed with the
Securities and Exchange Commission ("SEC"), are incorporated herein in whole or
in part by reference. A Statement of Additional Information dated [ ],
2000, relating to this Proxy Statement/Prospectus and the Reorganization,
including certain financial information about the Van Kampen Portfolio and the
Universal Portfolio, has been filed with the SEC and is incorporated herein by
reference. A copy of such Statement of Additional Information is available upon
request and without charge by writing to The Universal Institutional Funds,
Inc., P.O. Box 2798, Boston, Massachusetts 02208-2798 or by calling toll-free
1-800-281-2715.

For a more detailed discussion of the investment objectives, policies, risks
and restrictions of the Van Kampen Portfolio, see the prospectus and Statement
of Additional Information for the Van Kampen Trust, dated April 28, 2000, which
has been filed with the SEC and is incorporated by reference into this Proxy
Statement/Prospectus insofar as it relates to the Van Kampen Portfolio but not
as it relates to any other portfolio of the Van Kampen Trust described therein.
It is available without charge by calling 1-800-341-2929 or from your insurance
company. For a more detailed discussion of the investment objective, policies,
risks and restrictions of the Universal Portfolio, see the prospectus and
Statement of Additional Information for the Universal Portfolio, dated May 1,
2000, which has been filed with the SEC and is incorporated by reference into
this Proxy Statement/Prospectus. A copy of the prospectus for the Universal
Portfolio accompanies this Proxy Statement/Prospectus. A Statement of
Additional Information for the Universal Fund, dated May 1, 2000, has been
filed with the SEC, and is incorporated herein by reference. A copy is
available upon request and without charge by calling 1-800-281-2715 or your
insurance company.

This Proxy Statement/Prospectus constitutes the proxy statement of the Van
Kampen Trust for the Special Meeting and is expected to be sent to Shareholders
on or about [ ], 2000.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

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Page
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SYNOPSIS..................................................................
COMPARISON OF PRINCIPAL RISKS.............................................
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES..........................
COMPARISON OF INVESTMENT ADVISERS.........................................
COMPARISON OF FEES AND EXPENSES...........................................
REASONS FOR THE REORGANIZATION............................................
INFORMATION RELATING TO THE REORGANIZATION................................
THE PORTFOLIOS' PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES..............
GOVERNING LAW.............................................................
INFORMATION ABOUT THE PORTFOLIOS..........................................
VOTING MATTERS............................................................
OTHER BUSINESS............................................................
SHAREHOLDER INQUIRIES.....................................................
APPENDIX A: Performance of the Portfolio..................................
EXHIBIT A: Form of Agreement and Plan of Reorganization and Liquidation...
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SYNOPSIS

The following is a summary of certain information contained elsewhere in
this Proxy Statement/Prospectus and is qualified by reference to the more
complete information contained herein and in the attached Exhibit A.
Shareholders should read this entire Proxy Statement/Prospectus carefully.

The Reorganization

Background. The Board of Trustees of the Van Kampen Trust, including the
Trustees who are not "interested persons" of the Trust within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940, as amended ("1940
Act"), has unanimously approved, subject to Shareholder approval, entering into
the Reorganization Agreement between the Van Kampen Trust and the Universal
Fund, a copy of which is attached hereto as Exhibit A. The Reorganization
Agreement provides that the Van Kampen Portfolio will transfer all of its
assets and stated liabilities to the Universal Portfolio in exchange for shares
of the Universal Portfolio. The Van Kampen Portfolio will distribute the
Universal Portfolio shares that it receives to its Shareholders' insurance
accounts in liquidation of their interests in the Van Kampen Portfolio. The Van
Kampen Portfolio will then be terminated under state law. No sales charge will
be imposed in connection with these transactions.

The Board of Trustees of the Van Kampen Trust has concluded that the
Reorganization would be in the best interests of the Van Kampen Portfolio and
its Shareholders and that the interests of existing Shareholders in the Van
Kampen Portfolio would not be diluted as a result of the transactions
contemplated by the Reorganization. The Board of Trustees of the Van Kampen
Trust recommends that you vote FOR approval of the Reorganization Agreement.

Tax Consequences. The consummation of the Reorganization is subject to the
receipt of an opinion of counsel to the Universal Fund to the effect that the
Reorganization will qualify as a tax-free reorganization for federal income tax
purposes. Accordingly, the Reorganization is not anticipated to have any
current or future tax consequences to the Van Kampen Portfolio, the Universal
Portfolio or their respective shareholders.

Risk Factors. Although the investment objectives and policies of the Van
Kampen Portfolio and the Universal Portfolio are substantially similar,
management of the Van Kampen Portfolio believes that an investment in the
Universal Portfolio involves investment characteristics, including risks, which
are, in some respects, different from those of the Van Kampen Portfolio. In
particular, the Universal Portfolio may have increased risks because it is a
non-diversified portfolio whereas the Van Kampen Portfolio is a diversified
portfolio. Because the Universal Portfolio is non-diversified, the risks of
investing in the Universal Portfolio may be intensified because it may invest
in securities of a limited number of issuers. As a result, the performance of a
particular investment or a small group of investments may affect the Universal
Portfolio's performance more than if it were a diversified Portfolio such as
the Van Kampen Portfolio. See "Comparison of Principal Risks," page [ ], below
for more information about these risks.

The Funds

Business of the Funds. The Van Kampen Trust is an open-end management
investment company, which offers redeemable shares in a series of diversified
and non-diversified investment portfolios. It was organized as a Massachusetts
business trust on June 3, 1985. On September 16, 1995, the Van Kampen Trust was
reorganized as a business trust under the laws of the State of Delaware.

The Universal Fund is an open-end, management investment company, which
offers redeemable shares in a series of diversified and non-diversified
investment portfolios. It was organized as a Maryland corporation on March 26,
1996.

Both Funds offer their shares to separate accounts of various insurance
companies to fund variable annuity contracts or variable life insurance
policies and certain qualified plans.

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Investment Objectives and Policies. The primary investment objective of the
Van Kampen Portfolio is to seek long-term growth of capital with current income
as a secondary investment objective. Under normal market conditions, the Van
Kampen Portfolio invests at least 65% of its total assets in securities of
companies operating in the real estate industry, including equity securities of
Real Estate Investment Trusts ("REITs", which are instruments that pool
investors' funds for investment primarily in income producing real estate or
real estate related loans or interests) and other securities of real estate
operating companies. The Van Kampen Portfolio may also invest up to 35% of its
total assets in securities of companies outside the real estate industry.

The investment objective of the Universal Portfolio is to seek 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
REITs. The Universal Portfolio focuses on REITs as well as real estate
operating companies. Under normal circumstances, at least 65% of the Universal
Portfolio's total assets will be invested in income producing equity securities
of U.S. and non-U.S. companies principally engaged in the U.S. real estate
industry, including REITs. The Universal Portfolio may also invest up to 35% of
its total assets in securities of companies outside the real estate industry.

The Van Kampen Portfolio defines a company operating in the real estate
industry as one that derives at least 50% of its assets (marked-to-market),
gross income or net profits from the ownership, construction, management or
sale of residential, commercial or industrial real estate. The Universal
Portfolio defines a company operating in the real estate industry as one that
either derives at least 50% of its revenues or profits from the ownership,
construction, management, financing or sale of residential, commercial or
industrial real estate, or (ii) has at least 50% of the fair market value of
its assets invested in residential, commercial or industrial real estate. Each
Portfolio currently invests broadly among issuers, property types and region.
Both Portfolios emphasize bottom-up stock selection with a top-down asset
allocation overlay.

Besides equity securities of REITs, each of the Portfolios may invest in
other securities or instruments. Both Portfolios may invest in: equity
securities, including common stocks, convertible securities and preferred
stocks; investment-grade debt securities of real estate industry companies;
securities issued or guaranteed by the U.S. Government and its agencies and
instrumentalities (including mortgage-related securities); money market
instruments and futures contracts. Both Portfolios may buy and sell put and
call options and options on futures contracts (with some limitations on the Van
Kampen Portfolio described below) and forward contracts. The Universal
Portfolio may further invest in commercial paper, repurchase agreements,
depositary receipts, swaps, when-issued and delayed delivery securities and may
sell short (provided the position is covered).

Both Portfolios may invest in securities of foreign issuers. The Van Kampen
Portfolio may invest up to 25% of its total assets in securities issued by
foreign issuers, some or all of which also may be in the real estate industry.
The Universal Portfolio may invest all of its assets in foreign issuers,
provided that at least 65% of the assets of those issuers operate in the U.S.
real estate industry.

The Portfolios have certain investment limitations. Neither Portfolio may:
invest in commodities (and commodity contracts in the case of the Van Kampen
Portfolio, although this does not affect either Portfolio's ability to invest
in futures contracts and related options), invest directly in real estate, lend
money (except for purchases of debt securities), borrow (although each
Portfolio may borrow in an amount not greater than 33 1/3% of its total assets
and then only from banks), issue senior securities, underwrite securities or
invest more than 25% of the value of its total assets in one industry (except
the real estate industry). Neither Portfolio may, with respect to 75% of the
Van Kampen Portfolio's assets and 50% of the Universal Portfolio's assets
(determined at the close of each quarter of its taxable year or within 30 days
thereafter), invest more than 5% in the securities of any one issuer (except
the U.S. Government, its agencies and instrumentalities and repurchase
securities agreements) or purchase more than 10% of any one issuer. Neither
Portfolio may purchase securities on margin (but each may obtain such short-
term credits as may be necessary for the clearance of purchases and sales of
securities), invest in a company for purposes of exercising control of the
management, invest more than 15% of the Portfolio's net assets (taken at
current value) in illiquid securities or invest in the securities of other
open-ended investment companies except as permitted under the 1940 Act. The

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Van Kampen Portfolio may write covered calls and secured puts, purchase and
sell options up to 10% of its total assets and engage in transactions with
futures contracts if it is for hedging purposes and the aggregate initial
margin and premiums do not exceed 5% of the Van Kampen Portfolio's total
assets.

Many of the limitations described above have certain exceptions, all of
which are explained more fully in the Funds' SAIs, each of which is
incorporated herein by reference.

Dividend Policies. Dividends from the net investment income of the Van
Kampen Portfolio and the Universal Portfolio are declared and paid to
shareholders on an annual basis. For both Portfolios, net capital gains, if
any, are distributed no less frequently than annually.

Investment Advisers. Van Kampen Asset Management Inc. ("VKAM"), a wholly
owned subsidiary of Van Kampen Investments Inc., an indirect wholly owned
subsidiary of Morgan Stanley Dean Witter & Co., serves as the investment
adviser for the Van Kampen Trust. VKAM supervises and manages all of the
investment operations of the Van Kampen Trust. VKAM, together with its
affiliated asset management companies (excluding MSDW Investment Management),
had approximately $85 billion in assets under management as of March 31, 2000.
VKAM is located at 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois
60181-5555.

Under an agreement with the Van Kampen Trust, VKAM is entitled to receive a
fee from the Van Kampen Portfolio, payable monthly, at the annual percentage
rate of average daily net assets as follows:

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Average Daily Net Assets Fee
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<S> <C>
First $500 million..................................................... 1.00%
From $500 million to $1 billion........................................ 0.95%
More than $1 billion................................................... 0.90%
</TABLE>

VKAM has voluntarily agreed to waive its fees and/or reimburse expenses so
that the total annual fund operating expenses of the Van Kampen Portfolio do
not exceed 1.10%. For the year ending December 31, 1999, VKAM received an
advisory fee of 0.97% (as a percentage of average daily net assets) as
compensation for its advisory services.

Pursuant to a sub-advisory agreement between VKAM and MSDW Investment
Management, MSDW Investment Management provides day-to-day portfolio management
services to the Van Kampen Portfolio in return for a fee equal to 50% of VKAM's
investment advisory fee.

MSDW Investment Management serves as investment adviser to the Universal
Portfolio and certain other investment portfolios of the Universal Fund. MSDW
Investment Management is a wholly owned subsidiary of Morgan Stanley Dean
Witter & Co. MSDW Investment Management, together with its affiliated
institutional asset management companies (excluding VKAM), which had
approximately $[ ] billion of assets under management as of March 31, 2000.
MSDW Investment Management is located at 1221 Avenue of the Americas, New York,
New York 10020.

Under an agreement with the Universal Fund, MSDW Investment Management is
entitled to receive a fee from the Universal Portfolio, calculated quarterly,
at the annual percentage rate of average daily net assets as follows:

<TABLE>
<CAPTION>
Average Daily Net Assets Fee
------------------------ ----
<S> <C>
First $500 million..................................................... 0.80%
From $500 million to $1 billion........................................ 0.75%
More than $1 billion................................................... 0.70%
</TABLE>

3
<PAGE>

MSDW Investment Management has voluntarily agreed to waive its fees and/or
reimburse expenses at least through the end of the fiscal year ended December
31, 2001 so that the total annual operating expenses of the Universal Portfolio
do not exceed 1.10%. For the fiscal year ended December 31, 1999, MSDW
Investment Management received no fee from the Universal Portfolio for
management fees due to fee waivers. In addition, for the same period, MSDW
Investment Management reimbursed the Universal Portfolio for expenses of
approximately $121,000.

Theodore R. Bigman and Douglas A. Funke, employees of MSDW Investment
Management, share primary responsibility for managing the assets of each
Portfolio.

Shareholder Transaction Expenses. Neither the Van Kampen Portfolio nor the
Universal Fund imposes fees on shareholder transactions.

Other Fees. Van Kampen Investor Services Inc. ("VKIS") is transfer agent,
shareholder servicing agent and dividend disbursing agent for the Van Kampen
Trust. For the fiscal year ended December 31, 1999, VKIS received fees in the
amount of $14,989 for such services.

Accounting services are provided at cost by Van Kampen Investment Inc. or
its affiliates. For the year ended December 31, 1999, the Van Kampen Portfolio
recognized expenses of $66,612 for accounting services.

MSDW Investment Management provides administrative services to the Universal
Portfolio. For its services as administrator, MSDW Investment Management
receives a fee equal to 0.25% of the Universal Portfolio's average daily net
assets. For the fiscal year ended December 31, 1999, MSDW Investment Management
received fees in the amount of $37,938 from the Universal Portfolio for
administration services. Under a Sub-Administration Agreement between MSDW
Investment Management and Chase Global Funds Services Company ("Chase Global"),
a corporate affiliate of The Chase Manhattan Bank, Chase Global provides
certain sub-administrative services to the Universal Fund.

Annual Fund Operating Expenses. The expenses of the Portfolios are compared
below, as are estimated expenses of the combined portfolio. The estimated
expenses are based upon each Portfolios' expenses as of December 31, 1999. The
expenses do not include any fees or expenses charged by your insurance company.

<TABLE>
<CAPTION>
Van Pro
Kampen Universal Forma
Portfolio Portfolio Combined
--------- --------- --------
<S> <C> <C> <C>
Management Fees................................. 1.00% 0.80% 0.80%
Other Expenses.................................. 0.13% 1.10% 0.35%
----- ----- -----
Total Annual Operating Expenses................. 1.13%* 1.90%* 1.15%*
===== ===== =====
</TABLE>
--------
* The table does not show the effects of VKAM's or MSDW Investment
Management's voluntary fee waiver and/or expense reimbursements. VKAM has
voluntarily agreed to waive its fees and/or reimburse expenses so that the
Van Kampen Portfolio's expenses do not exceed 1.10% of the Portfolio's net
assets. MSDW Investment Management has voluntarily agreed to waive its fees
and/or reimburse expenses so that the Universal Portfolio's expenses do not
exceed 1.10% of the Portfolio's net assets. MSDW Investment Management has
no current intention of terminating this voluntary waiver and/or
reimbursement and will continue this waiver after the Reorganization at
least until December 31, 2001.

Example. The purpose of the following table is to assist investors in
understanding the various expenses which a shareholder in a Portfolio will bear
directly or indirectly. The table illustrates the expenses on a $1,000
investment under the current and pro forma fees and expenses shown above,
assuming (1) a 5% annual return and (2) redemption at the end of each time
period:

<TABLE>
<CAPTION>
Portfolio 1 Year 3 Years 5 Years 10 Years
--------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Van Kampen Portfolio......................... $12 $36 $ 62 $138
Universal Portfolio.......................... $19 $60 $103 $222
Pro Forma Combined........................... $12 $37 $ 63 $140
</TABLE>

4
<PAGE>

The example above should not be considered a representation of future
expenses of the Portfolios. The example does not include any fees or expenses
charged by your insurance company. Actual expenses may be greater or less than
those shown.

Purchases and Redemptions. The Portfolios are offered exclusively to
insurance companies for separate accounts they establish to fund variable
annuity contracts and variable life insurance policies, and in some cases,
qualified retirement plans. The contract prospectus of each variable insurance
or variable annuity product describes how contract holders may allocate,
transfer and withdraw amounts to and from separate accounts.

5
<PAGE>

COMPARISON OF PRINCIPAL RISKS

The following discussion highlights the principal risk factors associated
with investments in the Portfolios. It is qualified by reference to the
discussion of risk factors in each Portfolio's prospectus and Statement of
Additional Information which are incorporated herein by reference.

Because of the similarities in the investment objectives and policies of the
Portfolios and because each of the Portfolios owns substantially the same
securities, VKAM believes that an investment in the Van Kampen Portfolio
entails substantially the same risks as an investment in the Universal
Portfolio. However, an investment in the Universal Portfolio involves
investment characteristics, including risks, which are, in some respects,
different than those of the Van Kampen Portfolio. Because of these differences,
Shareholders should consider whether the Universal Portfolio conforms to their
investment objective.

The principal investment risk associated with investments in either
Portfolio is market risk which can cause the prices of each Portfolio's
securities to fluctuate over time. The prices of the Portfolios' securities
will rise and fall in response to a number of factors. In particular, they will
respond to events which affect the entire real estate industry and events that
affect particular issuers. At times, the Portfolios' market sector, U.S. real
estate securities, may underperform relative to other sectors.

Investing in real estate companies entails the risk of the real estate
business generally, including sensitivity to economic and business cycles,
changing demographic patterns and government actions. The Portfolios'
investments in REITs entail special risks. Investing in REITs exposes investors
to the risks of owning real estate directly as well as to risks that
specifically relate to the way in which REITs are organized and operated.
Operating REITs requires specialized management skills and a Portfolio
indirectly bears REIT management expenses along with the direct expenses of the
Portfolio. Individual REITs may own a limited number of properties and may
concentrate in a particular region or property type. REITs must also satisfy
specific Internal Revenue Code requirements in order to qualify for the tax-
free pass through of income.

An important difference concerning the risks of the Portfolios is that the
Van Kampen Portfolio is a "diversified" fund under the 1940 Act and the
Universal Portfolio is a "non-diversified" fund under the 1940 Act. Because the
Universal Portfolio is non-diversified, the risks of investing in the Universal
Portfolio may be intensified because it may invest in securities of a more
limited number of issuers than a diversified fund under the 1940 Act. As a
result, the performance of a particular investment or a small group of
investments may affect the Universal Portfolio's performance more than if it
were diversified.

6
<PAGE>

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

The primary investment objective of the Van Kampen Portfolio is to seek
long-term growth of capital with current income as a secondary investment
objective. The Universal Portfolio's investment objective is to seek above
average current income and long-term capital appreciation. These objectives are
similar; however, the Universal Portfolio's investment objective contains
current income as a primary investment objective, whereas the Van Kampen
Portfolio's investment objective contains current income as a secondary
investment objective. Despite this difference in investment objectives, the
Portfolios are currently managed in a substantially similar manner.

The Portfolios have similar investment policies and strategies. MSDW
Investment Management seeks to achieve each Portfolio's investment objectives
by investing primarily in a portfolio of securities of companies operating in
the U.S. real estate industry. Under normal market conditions, the Van Kampen
Portfolio will hold at least 65% of its total assets in securities of companies
operating in the real estate industry, including equity securities of REITs and
other securities of real estate operating companies. Under normal market
conditions, the Universal Portfolio will hold at least 65% of its total assets
in income producing equity securities of U.S. and non-U.S. companies
principally engaged in the U.S. real estate industry, including REITs. Both
Portfolios currently invest broadly among issuers, property types and region.
The Portfolios' investment manager emphasizes bottom-up stock selection with a
top-down asset allocation overlay with respect to each of the Portfolios.

The Portfolios' investment policies differ in some respects. The Universal
Portfolio invests at least 65% of its assets in income producing securities
whereas the Van Kampen Portfolio has no requirement that its securities produce
income. In addition, the Universal Portfolio may invest without limit in the
securities of foreign companies (although under normal market conditions, at
least 65% of total assets will be invested in securities of companies
principally engaged in the U.S. real estate industry) whereas the Van Kampen
Portfolio may invest only 25% of its total assets in securities of foreign
issuers without regard as to whether they are engaged in the U.S. real estate
market. Although the Portfolios are currently managed in a substantially
similar manner with respect to foreign securities, the fact that the Universal
Portfolio may invest without limitation in the securities of foreign issuers,
so long as 65% of its total assets are invested in the securities of companies
(including foreign companies) principally engaged in the U.S. real estate
industry, could entail additional risks. These risks include fluctuations in
the values of foreign currencies, foreign currency exchange controls, political
and economic instability, differences in financial reporting, differences in
securities regulation and trading, and foreign taxation issues.

If you do not return a voting instruction card at all, the shares will be
voted in the same proportion as shares for which instructions have been
received from other owners of registered variable annuity and variable life
insurance contracts.

The Portfolios' principal investments are equity securities of REITs. A REIT
is not taxed on income distributed to shareholders if it complies with certain
regulatory requirements relating to its organization, ownership, assets and
income and if it distributes 95% of its taxable income each taxable year. There
are three main types of REITs: "equity REITs," that invest directly in real
estate property and receive income primarily from rents and capital gains from
appreciation of property; "mortgage REITs," which invest the majority of their
assets in real estate mortgages and receive income from interest payments on
the mortgages and "hybrid REITs," that combine the characteristics of both
equity and mortgage REITs.

7
<PAGE>

The Portfolios also invest in: common stock, which entitles the holder to a
pro rata share of profits of the corporation, if any, without any preference
over other class of securities; convertible securities, which are bonds,
debentures, notes, preferred stocks, warrants or other securities which can be
exchanged for a prescribed amount of common stock; preferred stock, which
generally has a preference as to dividends over common stock, but its dividends
generally are payable only if declared by an issuer's board of directors; and
investment grade debt securities of issuers in the real estate industry, which
ordinarily entitle the holder to receive interest during the term of the
security and repayment of principal at maturity. The term "investment grade" is
defined by both of the Portfolios as a security that is rated BBB or higher by
Standard & Poor's or Baa or higher by Moody's Investors Service, Inc. or
determined to be of equivalent quality.

Other securities in which each of the Portfolios may invest are: U.S.
Government securities issued or guaranteed by the U.S. government and its
agencies and instrumentalities (including mortgage-related securities), money
market instruments, futures contracts, options on futures contracts and forward
contracts. Both Portfolios may buy and sell put and call options and options on
futures contracts (with some limitations as described in the Synopsis). The
Universal Portfolio may further invest in commercial paper, repurchase
agreements, depositary receipts, swaps, when-issued and delayed delivery
securities and may sell short (provided the position is covered).

Each Portfolio has adopted somewhat different investment restrictions. VKAM
and MSDW Investment Management believe that these differences are not
significant and do not materially impact the manner in which the Portfolios are
managed. Additional information about each Portfolio's current fundamental
investment limitations can be found in their respective Statements of
Additional Information or in the section of the Synopsis entitled "Investment
Objectives and Policies".

Because MSDW Investment Management provides investment management services
to both of the Portfolios, the Portfolios often invest in the same or similar
Portfolio securities. As of December 31, 1999, the Portfolios had a substantial
portion of their assets invested in the same companies (see the Statement of
Additional Information relating to this Proxy Statement/Prospectus). Appendix A
to this Proxy Statement/Prospectus reproduces the discussions of the
Portfolios' respective performances contained in their most recent annual
reports to shareholders.

8
<PAGE>

COMPARISON OF INVESTMENT ADVISERS

Further information about the Portfolios' investment advisers, including
information regarding the fees paid to the advisers by the Portfolios, can be
found on pages [ ].

VKAM, a wholly owned subsidiary of Van Kampen Investments Inc., an indirect
wholly owned subsidiary of Morgan Stanley Dean Witter & Co., serves as the
investment adviser for the Van Kampen Trust. VKAM supervises and manages all of
the investment operations of the Van Kampen Trust. Pursuant to a sub-advisory
agreement between VKAM and MSDW Investment Management, MSDW Investment
Management provides day-to-day portfolio management services to the Van Kampen
Portfolio.

MSDW Investment Management serves as the investment adviser to the Universal
Portfolio and certain other investment portfolios of the Universal Fund. MSDW
Investment Management is a wholly owned subsidiary of Morgan Stanley Dean
Witter & Co.

Theodore R. Bigman and Douglas A. Funke, employees of MSDW Investment
Management, share primary responsibility for the day-to-day management of each
Portfolio's assets.

Because MSDW Investment Management provides investment management services
to both of the Portfolios, it is anticipated that Shareholders of the Van
Kampen Portfolio will receive similar day-to-day portfolio management services
after the Reorganization.

COMPARISON OF FEES AND EXPENSES

The fees and expenses of the Portfolios include management fees and other
fees and expenses. The fees and expenses of the Portfolios are detailed on
pages [ ].

REASONS FOR THE REORGANIZATION

In determining whether to recommend approval of the Reorganization Agreement
to Shareholders of the Van Kampen Portfolio, the Board of Trustees considered a
number of factors, including, but not limited to: (i) MSDW Investment
Management currently manages on a day-to-day basis the assets of each of the
Van Kampen Portfolio and the Universal Portfolio; (ii) the expenses and
advisory fees applicable to the Van Kampen Portfolio and the Universal
Portfolio before the Reorganization and the estimated expense ratios of the
Universal Portfolio after the Reorganization; (iii) the comparative investment
performance of the Van Kampen Portfolio and the Universal Portfolio; (iv) the
terms and conditions of the Reorganization Agreement and whether the
Reorganization would result in dilution of Van Kampen Portfolio Shareholder
interests; (v) the compatibility of the Portfolios' investment objectives; (vi)
the costs estimated to be incurred by the respective Portfolios as a result of
the Reorganization; (vii) the future growth and performance prospects of the
Van Kampen Portfolio; and (viii) the anticipated tax consequences of the
Reorganization.

In this regard, the Board of Trustees reviewed information provided by VKAM,
the investment adviser of the Van Kampen Portfolio, MSDW Investment Management,
the investment adviser of the Universal Portfolio and the investment sub-
adviser of the Van Kampen Portfolio, and Van Kampen Investments Inc., the
parent corporation of VKAM, relating to the anticipated impact on the
Shareholders of the Van Kampen Portfolio and the Universal Portfolio as a
result of the Reorganization. Specifically, the Board of Trustees considered
information provided by VKAM that a large Account holder of the Van Kampen
Portfolio has informed VKAM that it intends to transfer its investments to the
Universal Portfolio (to consolidate with other investments in the Universal
Fund) or otherwise withdraw its assets from the Van Kampen Portfolio. The Board
of Trustees weighed the fact that VKAM advised that it could be difficult to
manage the remaining assets of the Van Kampen Portfolio without adverse effects
on the performance of the Portfolio for the

9
<PAGE>

remaining Shareholders. The Board of Trustees also considered advice from the
portfolio management team of the Van Kampen Portfolio that efficient portfolio
management requires a larger portfolio than would remain and that the viability
of a portfolio of such size was questionable in the event of significant
redemptions.

The Board of Trustees considered the probability that the increased asset
base of the Universal Portfolio after giving effect to its combination with the
assets of the Van Kampen Portfolio in the Reorganization would result in the
following benefits for the Shareholders of the Van Kampen Portfolio (as
compared to the situation if the Reorganization is not effected), although
there can, of course, be no assurances that such benefits will be realized. The
combined Portfolios would eliminate duplicative portfolio transactions for each
Portfolio, eliminate separate management of inflows and outflows of each
Portfolio and could lead to more trading efficiencies or other economies of
scale on duplicative operations such as transfer agents, custodians and other
service providers. Moreover, MSDW Investment Management has agreed to waive
advisory fees and/or reimburse expenses at least until December 31, 2001 for
the surviving Universal Portfolio as necessary so that total annual operating
expenses do not exceed 1.10% of the Universal Portfolio's average daily net
assets. The current total operating expenses of the Van Kampen Portfolio
reflect fee waivers and/or expense reimbursements by VKAM and there can be no
assurance that such waivers or reimbursements would continue for the Van Kampen
Portfolio if the Reorganization is not completed or that the Van Kampen
Portfolio's total operating expenses would not increase if the assets of the
Portfolio should be substantially reduced through redemptions.

In addition, based on the factors described above and other factors, the
Board of Trustees of the Van Kampen Trust and the Directors of the Universal
Fund who are not "interested persons" of the Van Kampen Trust or the Universal
Fund within the meaning of Section 2(a)(19) of the 1940 Act, determined that
(i) participation in the Reorganization is in the best interests of the Van
Kampen Portfolio and the Universal Portfolio, respectively, and (ii) the
interests of Shareholders of the Van Kampen Portfolio and the Universal
Portfolio, respectively, will not be diluted as a result of the Reorganization.

Comparative Performance

<TABLE>
<CAPTION>
Average Annual Total Return For Periods
Ended December 31, 1999
-------------------------------------------------
Since
Portfolio 1 Year 3 Years 5 Years Inception*
--------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Van Kampen Portfolio....... -3.37% 1.23% N/A 10.70%
Universal Portfolio........ -1.47% N/A N/A 1.27%
</TABLE>
--------
* The Van Kampen Portfolio commenced investment operations on July 3, 1995. The
Universal Portfolio commenced investment operations on March 3, 1997.

10
<PAGE>

INFORMATION RELATING TO THE REORGANIZATION

Description of the Reorganization. The following summary is qualified in its
entirety by reference to the Reorganization Agreement attached as in Exhibit A.
The Reorganization Agreement provides that the assets and liabilities of the
Van Kampen Portfolio will be transferred to the Universal Portfolio at the
effective time of the Reorganization (the "Effective Time"). In exchange for
the transfer of these assets and liabilities, the Universal Portfolio will
simultaneously issue at the Effective Time of the Reorganization a number of
full and fractional shares to the Van Kampen Portfolio equal in net asset value
to the net asset value of the Van Kampen Portfolio immediately prior to the
Effective Time of the Reorganization. The Van Kampen Portfolio will distribute
to its Accounts such full and fractional shares of the Universal Portfolio
equal in value to the net asset value of the Van Kampen Portfolio's shares held
by such Accounts at the Effective Time. The Van Kampen Portfolio then will be
dissolved under state law. The Universal Portfolio does not issue share
certificates to separate accounts. Shares of the Universal Portfolio to be
issued will have no preemptive or conversion rights. No sales charge will be
imposed in connection with the receipt of such shares of the Universal
Portfolio.

As provided in the Reorganization Agreement, MSDW Investment Management will
bear all expenses resulting from the Reorganization. The Reorganization is
subject to a number of conditions, including approval of the Reorganization
Agreement by Shareholders of the Van Kampen Portfolio (who instruct their
respective insurance companies how to vote the shares of the Van Kampen
Portfolio attributable to their Contracts); the receipt of certain legal
opinions described in Sections 6, 7 and 8 of the Reorganization Agreement
(including an opinion of Morgan, Lewis & Bockius LLP that the Universal
Portfolio shares issued in accordance with the terms of the Reorganization
Agreement are validly issued, fully paid and non-assessable); the receipt of
certain certificates from the parties concerning aggregate asset values; and
the parties' performance in all material respects of the agreements and
undertakings in the Reorganization Agreement.

The Reorganization Agreement and the Reorganization may be abandoned with
respect to either Portfolio without penalty at any time prior to the Effective
Time of the Reorganization, as defined in the Reorganization Agreement, by
resolution of the Board of Trustees of the Van Kampen Trust or the Board of
Directors of the Universal Fund or at the discretion of any duly authorized
officer of the Van Kampen Trust or the Universal Fund, if circumstances should
develop which, in the opinion of such Board or officer, make proceeding with
the Reorganization inadvisable.

Federal Income Taxes. The Reorganization is intended to qualify for federal
income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of
the Internal Revenue Code of 1986, as amended. If so qualified, the Universal
Portfolio will not recognize gain or loss in the transaction; the tax basis of
the Universal Portfolio shares received will be the same as the basis of the
Van Kampen Portfolio shares surrendered; and the holding period of the
Universal Portfolio shares received will include the holding period of the Van
Kampen Portfolio shares surrendered, provided that the shares surrendered were
capital assets of the Van Kampen Portfolio Shareholders at the time of the
transaction. As a condition to the closing of the Reorganization, the Van
Kampen Trust and the Universal Fund will receive an opinion from Morgan, Lewis
& Bockius LLP to that effect. The Van Kampen Trust, on behalf of the Van Kampen
Portfolio, has not sought a tax ruling from the Internal Revenue Service
("IRS"). The opinion of counsel is not binding on the IRS and does not preclude
the IRS from adopting a contrary position. Shareholders should consult their
own tax advisers concerning the potential tax consequences of the
Reorganization to them, including state and local tax consequences.

11
<PAGE>

Capitalization. The following table sets forth as of December 31, 1999, (i)
the capitalization of the Van Kampen Portfolio; (ii) the capitalization of the
Universal Portfolio; and (iii) the pro forma combined capitalization of the
Portfolios assuming the Reorganization has been approved.

<TABLE>
<CAPTION>
Net Asset Value
Portfolio Net Assets Per Share Shares Outstanding
--------- ------------ --------------- ------------------
<S> <C> <C> <C>
Van Kampen Portfolio......... $149,579,269 $12.37 12,090,590
Universal Portfolio.......... $ 15,965,941 $ 9.11 1,751,924
Combined Portfolios.......... $165,545,210 $ 9.11 18,171,163
</TABLE>

THE PORTFOLIOS' PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES

Shares of the Portfolios are only sold to insurance companies and, in some
cases, to qualified employee benefit plans. The Reorganization will have no
impact on your ability to reallocate among your insurance company's investment
options, as permitted under your Contract.

GOVERNING LAW

The Universal Fund is organized as a Maryland corporation. The Van Kampen
Trust is organized as a Delaware business trust. While Maryland corporate law
contains many provisions specifically applicable to management investment
companies and Delaware business trust law is specifically drafted to
accommodate some of the unique corporate governance needs of management
investment companies, certain statutory differences do exist and the Funds'
organizational documents contain certain differences summarized below. Each
Fund is subject to federal securities laws, including the 1940 Act and the
rules and regulations promulgated by the SEC thereunder, and applicable state
securities laws.

Consistent with Delaware law, the Van Kampen Trust has authorized the
issuance of an unlimited number of shares for the Van Kampen Portfolio.
Consistent with Maryland law, the Universal Fund has authorized a specific
number of shares for the Universal Portfolio; however, the Universal Fund's
organizational documents provide directors with the authority to increase or
decrease the authorized number of shares, from time to time, as they consider
necessary. Both the Van Kampen Trust and the Universal Fund allow the
trustees/directors to create one or more separate investment portfolios and to
establish a separate series of shares for each Portfolio and further to
subdivide the shares of a series into one or more classes.

In general, the rights associated with common shares of beneficial interest
of the Van Kampen Trust are similar to the rights associated with shares of
common stock of the Universal Fund. An area of potential difference is that,
although shareholders of a Delaware business trust generally are not personally
liable for obligations of the Van Kampen Trust under Delaware law (the Delaware
business trust law provides that shareholders of a Delaware business trust
should be entitled to the same limitation of liability as shareholders of
private, for profit corporations), similar statutory or other authority
limiting business trust shareholder liability does not apply in many other
states, and a shareholder subject to proceedings in courts in other states,
which may not apply Delaware law, may be subject to liability. To guard against
this risk, the Van Kampen Trust's organizational documents (i) contain an
express disclaimer of shareholder liability for acts or obligations of the Van
Kampen Trust and require notice of such disclaimer in each agreement,
obligation or instrument entered into by the Van Kampen Trust and (ii) provide
for shareholder indemnification out of the series or portfolio property if any
shareholder is held personally liable for the obligations of the Van Kampen
Trust. Management of the Van Kampen Trust believes the risk of liability to a
Van Kampen Portfolio Shareholder beyond his or her investment is remote.

Shareholders of a Maryland corporation currently have no personal liability
for the corporation's acts or obligations, except that a shareholder may be
liable to the extent that: (i) the dividends which a shareholder

12
<PAGE>

receives exceed the amount which properly could have been paid under Maryland
law, (ii) the consideration paid to a shareholder by the Maryland corporation
for stock was paid in violation of Maryland law or (iii) a shareholder
otherwise receives any distribution, payment or release which exceeds the
amount which a shareholder could properly receive under Maryland law.

Neither Portfolio is required, and neither Portfolio anticipates, holding
annual meetings of its shareholders. Both Portfolios do have certain mechanics
whereby shareholders can call a special meeting of the respective Portfolio.
Shareholders generally have the right to approve investment advisory
agreements, elect trustees/directors, approve changes in fundamental investment
policies, ratify the selection of independent auditors and vote on other
matters required by law or deemed desirable by trustees/directors.

The responsibilities, powers and fiduciary duties of trustees under Delaware
law are substantially the same as those for directors under Maryland law. For
the Van Kampen Trust and the Universal Fund, trustee/director vacancies may be
filled by approval of a majority of the trustees/directors then in office
subject to provisions of the 1940 Act. Trustees/directors terms are until the
later of the election of such person's successor or resignation or removal.
Trustees of the Van Kampen Trust may be removed with or without cause by vote
of a majority of the shares then outstanding, cast in person or by proxy at a
meeting called for the purpose, or by vote of two-thirds of the number of
trustees prior to such removal. Directors of the Universal Fund may be removed
with or without cause by vote of a majority of the shares present in person or
by proxy at a meeting.

The foregoing is only a summary of certain differences between the Van
Kampen Trust under Delaware law and the Universal Fund under Maryland law. It
is not intended to be a complete list of differences, and shareholders should
refer to the provisions of each Fund's applicable organizational documents for
a more thorough comparison. Such documents are filed as part of each Fund's
registration statement with the SEC and shareholders may obtain copies of such
documents as described on page [ ] of this Proxy Statement/ Prospectus.

INFORMATION ABOUT THE PORTFOLIOS

Information about the Van Kampen Trust is included in the current prospectus
dated April 28, 2000, which is incorporated by reference herein solely with
respect to the Van Kampen Portfolio. Additional information is included in the
Statement of Additional Information of the Van Kampen Trust dated April 28,
2000, which is available upon request and without charge by calling 1-800-341-
2929. Information concerning the Universal Portfolio is incorporated herein by
reference to the current prospectus relating to the shares of the Universal
Portfolio dated May 1, 2000. A copy of the prospectus for the Universal
Portfolio accompanies this Proxy Statement/Prospectus. Additional information
about the Universal Fund is included in the Statement of Additional Information
dated May 1, 2000 which is available upon request and without charge by calling
1-800-281-2715 or by contacting your insurance company. Each Statement of
Additional Information has been filed with the SEC. The Van Kampen Trust and
the Universal Fund are each subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith
file reports and other information, including proxy material and charter
documents, with the SEC. These items may be obtained from the SEC in any of the
following ways: (1) In person: you may review and copy documents in the SEC's
Public Reference Room in Washington, D.C. (for information on the operation of
the Public Reference Room, call 1-202-942-8090); (2) On-line: you may retrieve
information from the EDGAR Database on the SEC's web site at
"http://www.sec.gov"; or (3) By mail: you may request documents, upon payment
of a duplicating fee, by writing to the SEC, Public Reference Section,
Washington, D.C. 20549-0102. You may also obtain this information, upon payment
of a duplicating fee, by e-mailing the SEC at the following address:
[email protected]. To aid you in obtaining this information, the Van Kampen
Trust's 1940 Act registration number is 811-4424 and the Universal Fund's 1940
Act registration number is 811-7607.

Financial Statements. The financial statements of the Van Kampen Portfolio
contained in the Van Kampen Trust's annual report to shareholders for the
fiscal year ended December 31, 1999, have been audited

13
<PAGE>

by PricewaterhouseCoopers LLP, independent accountants. The Board of Trustees
of the Van Kampen Portfolio has engaged Ernst & Young LLP, located at 233 South
Wacker Drive, Chicago, Illinois 60606, to be the Van Kampen Portfolio's
independent accountants, effective May 18, 2000. PricewaterhouseCoopers LLP,
located at 200 East Randolph Drive, Chicago, Illinois 60601 ("PWC"), ceased
being the Van Kampen Portfolio's independent accountants effective May 18,
2000. The cessation of the client-auditor relationship between the Van Kampen
Portfolio and PWC was based solely on a possible future business relationship
by PWC with an affiliate of the Van Kampen Portfolio's investment adviser. The
change in independent accountants was approved by the Van Kampen Portfolio's
audit committee and its Board of Trustees, including Trustees who are not
"interested persons" of the Van Kampen Portfolio (as defined in the 1940 Act).
The financial statements of the Universal Portfolio contained in its annual
report to shareholders for the fiscal year ended December 31, 1999 have been
audited by PricewaterhouseCoopers LLP, its independent accountants. These
financial statements are incorporated by reference into this Proxy
Statement/Prospectus insofar as such financial statements relate to the
Portfolios. Unaudited pro forma financial statements reflecting the combined
Portfolio after the Reorganization are contained in the Statement of Additional
Information dated [ ], 2000, relating to this Proxy Statement/Prospectus. A
copy of the Van Kampen Trust's annual report may be obtained on request without
charge by writing to Van Kampen Life Investment Trust at 1 Parkview Plaza, P.O.
Box 5555, Oakbrook Terrace, Illinois 60181-5555, or by calling 1-800-341-2929
or by contacting your insurance company. The Universal Portfolio's annual
report may be obtained by writing to The Universal Institutional Funds, Inc. at
P.O. Box 2798, Boston, Massachusetts 02208-2798, or by calling 1-800-281-2715
or by contacting your insurance company.

Legal Matters. Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West
Wacker Drive, Chicago, Illinois 60606 serves as counsel to the Van Kampen Trust
and will render opinions concerning the outstanding shares of the Van Kampen
Portfolio. Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia,
Pennsylvania 19103-2921, serves as counsel to the Universal Fund. Morgan, Lewis
& Bockius LLP will render opinions concerning the Federal tax-free nature of
the Reorganization, the issuance of Universal Portfolio shares and certain
Federal tax matters described above.

THE BOARD OF TRUSTEES OF THE VAN KAMPEN TRUST RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE REORGANIZATION AGREEMENT.

14
<PAGE>

VOTING MATTERS

General Information. This Proxy Statement/Prospectus is being furnished in
connection with the solicitation of proxies by the Board of Trustees of the Van
Kampen Trust in connection with the Special Meeting. It is expected that the
solicitation of proxies will be primarily by mail. Officers and service
contractors of the Van Kampen Trust, the Universal Fund and your insurance
company may also solicit proxies by telephone, facsimile, or in person. The
cost of solicitation will be borne, directly or indirectly, by MSDW Investment
Management.

Voting Rights and Required Vote. Each share of beneficial interest of the
Van Kampen Portfolio is entitled to one vote. Approval of the Reorganization
Agreement with respect to the Van Kampen Portfolio requires the affirmative
vote of a majority of the full and fractional shares of the Van Kampen
Portfolio outstanding and entitled to vote. Any shareholder giving a proxy may
revoke it at any time before it is exercised by submitting to the Van Kampen
Trust a specific written notice of revocation.

Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the shares will
be voted "FOR" the approval of the Reorganization Agreement. Abstentions do not
constitute votes "For" a proposal and will have the same effect as votes
"Against" a proposal. A majority of the outstanding shares of the Van Kampen
Portfolio entitled to vote must be present in person or by proxy in order to
have a quorum to conduct business at the Special Meeting. Abstentions will be
deemed present for the purpose of determining whether a quorum is present.

It is not anticipated that any matters other than the adoption of the
Reorganization Agreement will be brought before the Special Meeting. Should
other business properly be brought before the Special Meeting, it is intended
that the accompanying proxies will be voted in accordance with the judgment of
the persons named as such proxies.

If sufficient votes in favor of the proposal set forth in the Notice of the
Special Meeting are not received by the time scheduled for the Special Meeting,
the persons named as proxies may propose one or more adjournments of the
Special Meeting for a reasonable period of time to permit further solicitation
of proxies with respect to the proposal. Any such adjournment will require the
affirmative vote of the votes cast on the proposal in person or by proxy at the
session of the Special Meeting to be adjourned. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal. They will vote against any such adjournment
those proxies required to be voted against the proposal. The costs of any
additional solicitation and of any adjourned session will be borne by MSDW
Investment Management.

Record Date and Outstanding Shares. Only shareholders of record of the Van
Kampen Portfolio at the close of business on June 16, 2000 (the "Record Date")
are entitled to notice of and to vote at the Special Meeting and any
postponement or adjournment thereof. At the close of business on the Record
Date there were outstanding and entitled to vote [ ] shares of beneficial
interest of the Van Kampen Portfolio.

Security Ownership of Certain Beneficial Owners. Insurance companies will
vote on the proposed Reorganization as instructed by Shareholders. Thus,
insurance companies do not control the Portfolio as a result of their
ownership.

Van Kampen Life Investment Trust: The following persons owned 5% or more of
the Van Kampen Portfolio's outstanding shares as of [ ], 2000:

[ ]

The Universal Institutional Funds, Inc.: The following persons owned 5% or
more of the Universal Portfolio's outstanding shares as of [ ], 2000:

[ ]

15
<PAGE>

Pro forma security ownership: If the Reorganization is approved, the
following persons will hold 5% or more of the combined portfolio's outstanding
shares:

[ ]

For regulatory reasons, shares of the Portfolios are only available to
separate accounts of participating insurance companies, thus the
Trustees/Directors and officers of the Van Kampen Trust and the Universal Fund
do not own shares of the Portfolios.

Expenses. In order to obtain the necessary quorum at the Special Meeting,
additional solicitation may be made by mail, telephone, facsimile or personal
interview by representatives of the Van Kampen Trust, VKAM , your insurance
company or by Management Information Services, a solicitation firm located in
Norwell, Massachusetts, which has been engaged to assist in proxy solicitation
at an estimated cost of approximately $2,500. All costs of solicitation
(including the printing and mailing of this proxy statement, meeting notice and
form of proxy, as well as any necessary supplementary solicitations) will be
paid by MSDW Investment Management. Persons holding shares as nominees will,
upon request, be reimbursed for their reasonable expenses in sending soliciting
material to their principals.

OTHER BUSINESS

The Board of Trustees of the Van Kampen Trust knows of no other business to
be brought before the Special Meeting. However, if any other matters properly
come before the Special Meeting, it is the intention that proxies which do not
contain specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of
voting instruction card.

SHAREHOLDER INQUIRIES

Van Kampen Life Investment Trust: Shareholder inquiries may be addressed to
the Trust in writing at the address on the cover page of this Proxy
Statement/Prospectus or by telephoning 1-800-341-2929.

The Universal Institutional Funds, Inc: Shareholder inquiries may be
addressed to the Fund in writing at P.O. Box 2798, Boston, Massachusetts 02208-
2798 or by telephoning 1-800-281-2715.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING ARE
REQUESTED TO DATE AND SIGN THE ENCLOSED VOTING INSTRUCTION FORM AND RETURN IT
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

By the Order of the Board of
Trustees,

A. Thomas Smith III
Secretary

16
<PAGE>

APPENDIX A
PERFORMANCE OF THE PORTFOLIOS

The Universal Institutional Funds, Inc.
U.S. Real Estate Portfolio

Investment Overview

Composition of Net Assets (at December 31, 1999)
--------------------------------------------------------------------------------

[CHART TO COME]

Top Five Holdings

<TABLE>
<CAPTION>
Percent Of
Security Industry Net Assets
-------- ---------------------- ----------
<S> <C> <C>
Equity Office Properties Trust Office 5.8%
Arden Realty Group, Inc. Office 5.4%
Equity Residential Properties Trust Residential Apartments 5.1%
Avalonbay Communities, Inc. Residential Apartments 5.0%
Brookfield Properties Corp. Office 5.0%
</TABLE>

Performance Compared to the National Association of Real Estate Investment
Trusts (NAREIT) Equity Index/1/
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Total Returns/2/
---------------------
Average Annual
One Since
Year Inception/3/
------ --------------
<S> <C> <C>
Portfolio................................................. -1.47% 1.27%
Index..................................................... -4.62% -2.25%
</TABLE>

1. The NAREIT Equity Index is an unmanaged market weighted index of tax
qualified REITs listed on the New York Stock Exchange, American Stock
Exchange and the NASDAQ National Market System (including dividends).
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 March 3, 1997.

Past performance is not predictive of future performance.

Comparison of the Change in Value of a $10,000 Investment

[CHART TO COME]

-------------------------------------------------------------------------------
3/3/97* 12/31/97 12/31/98 12/31/99

U.S Real Estate Portfolio $10,000 ------ ------ $10,363
National Association of Real
Estate Investment Trusts
(NAREIT Equity Index) $10,000 ------ ------ $ 9,378

* Commencement of Operations

In accordance with SEC regulations, Portfolio performance shown assumes that
all recurring fees (including management fees) were deducted and all dividends
and distributions were reinvested.

Certain information appearing in this investment overview is unaudited.
Accordingly, the report of independent accountants does not extend to this
information. The information contained in this overview regarding specific
securities is for informational purposes only and should not be construed as a
recommendation to purchase or sell the securities mentioned. 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.

The U.S. Real Estate 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").

For the year ended December 31, 1999, the Portfolio had a total return of -
1.47% compared to -4.62% for the National Association of Real Estate Investment
Trusts (NAREIT) Equity Index (the "Index"). For the period from inception on
March 3, 1997 through December 31, 1999, the Portfolio had an average annual
total return of 1.27% compared to -2.25% for the Index.

Performance of the REIT market in the fourth quarter of 1999 resembled the
pattern established for much of the previous six quarters, featuring persistent
downward pressure with intermittent rallies. Despite declining through mid-
December to its 52-week low (a level last witnessed in November 1996), due to a
lack of interest by non-dedicated investors and tax loss selling, the sector
rallied 9% in the last half of December as value investors appeared to gain a
renewed interest. The Index fell by 1% in the fourth quarter and provided a
year-to-date loss

A-1
<PAGE>

The Universal Institutional Funds, Inc.
U.S. Real Estate Portfolio (cont.)

of 4.62%. REIT share prices are now trading at more than a 15% discount to the
underlying Net Asset Value ("NAV") of their assets. Despite the attractive
arbitrage between valuations in the public versus the private real estate
markets, there was very little interest by non-dedicated institutional
investors in the sector this past year. (We define real estate arbitrage as the
pricing disparity between prices of actual properties in the private real
estate market versus the implied pricing of properties owned by public
companies based on their share price).

As stated in earlier annual & semi-annual reports, our investment perspective
is that over the medium and long-term the largest determinant of the value of
real estate stocks will be underlying real estate fundamentals. We measure the
sector based on the Price to Net Asset Value per share ratio ("P/NAV"). Given
the large and active private real estate market, we believe that there are
limits as to the level of premium or discount at which the sector can trade
relative to its NAV. These limits can be viewed as the point at which the
arbitrage opportunity between owning real estate in the private versus public
markets becomes compelling (allowing for the notion that the public market has
a tendency to over-shoot both on the upside and downside). The current pricing
causes us to return to the same fundamental question: is the public market
valuation accurately predicting a decline in real estate values or is the
public market simply oversold? Although we retain a healthy respect for the
predicting power of the public markets, our bias is to support the opinion that
the market is oversold.

The REIT industry hosted its annual conference in Los Angeles at the end of
October and the tone was more upbeat than we had expected in spite of the weak
share prices. Two general themes relayed by the companies were the continued
strong performance in the physical property markets and their acceptance that
the sector may trade at a discount to NAV for a substantial period. As a
result, companies generally have reoriented their thinking to focus on the
growth of NAV per share as opposed to absolute growth. They are also attempting
to become self-funding, which will require the implementation of asset sales,
joint ventures and more judicious use of free cash flow. In fact, many
companies have developed our recommended model of comparing any development or
acquisition activity to buying back their stock.

At year-end we can point to five completed or agreed-to LBO transactions in the
industry. These transactions provide the best evidence of both the existence of
the arbitrage opportunity between the valuation of public and private real
estate as well as the availability of equity investors. It is interesting to
note that the participants in the LBOs discussed below include a number of the
most sophisticated real estate opportunity funds. These investors, who
typically invest in the private real estate marketplace, took advantage of the
arbitrage opportunity to purchase public companies trading at significant
discounts to asset value. Generally, given an average leverage ratio
approaching 50% of total capital, a company trading at an NAV discount of 15%
to 25% allows an investor to buy the assets at an attractive price and provides
existing shareholders handsome return potential.

Further evidence of the favorable real estate arbitrage is the pervasive
adoption of share buyback programs. Instead of buying or developing properties,
companies are utilizing retained cashflow to fund share buybacks, effectively
to purchase real estate in the cheapest manner (by buying their stock that
trades at a discount to private real estate value). The most recent decline in
prices served to increase the number of share buyback programs. We have been
strong advocates for companies to perform the analysis of this strategy. For
many companies, their stock is the best investment that they can identify in
this competitive market

A-2
<PAGE>

The Universal Institutional Funds, Inc.
U.S. Real Estate Portfolio (cont.)

for real estate. Due to the large required dividend payout of the REIT
structure, companies in the sector can only generate modest levels of free
cashflow to buyback shares. However, we applaud the companies that have sold
assets (at par) and redeployed that capital into share repurchases (at a
discount). Through the third quarter, more than 50 companies authorized share
buyback programs and had purchased in excess of $1 billion of stock,
representing more than 2% of their equity capitalization.

Companies have taken greater steps in developing business plans that do not
require equity issuance. These plans place an emphasis on managing the existing
portfolio and external growth, if planned, is funded by asset sales or is
accomplished within a joint venture structure. These approaches provide
variations on a theme of self-funding. We support the strategy of growing NAV
per share as opposed to a strategy based simply on growing. We believe that
investors remain concerned that any improvement in pricing will cause REITs to
issue equity, thereby placing a ceiling on the price of the stocks. There were
no equity offerings completed in the fourth quarter. We expect the calendar to
remain dormant as a result of weak pricing, the lack of significant demand from
institutional buyers, and the propensity for investors to pummel companies that
issue equity.

The fourth quarter featured a number of exciting joint venture transactions.
The most notable was the joint venture established by Equity Office Properties.
The company sold interests in seven office buildings to Lend Lease Real Estate
(one of the most respected global real estate investors) for $540 million at an
attractive blended cashflow multiple. In addition, Equity will retain the
management and leasing of the assets and concurrently announced a $250 million
share buyback program. In a similar transaction, Prime Group Realty sold a 50%
interest in their best downtown Chicago office asset for approximately $300
million to a large state pension plan. Prime also retained management and
leasing and subsequently announced a share buyback program. Note that this
marked the highest sale price ($300 per square foot) achieved in this market.

The REIT Modernization Act, first proposed in the spring, has been passed. The
key feature is the ability for REITs to engage in service businesses that are
complementary to real estate through 100% ownership of a taxable REIT
subsidiary ("TRS"), without jeopardizing their tax status. Many of the larger
REITs have successfully identified additional revenue sources by taking
advantage of ancillary businesses that access their existing client base. This
is being accomplished in all sectors. In multifamily, Equity Residential earns
income through relationships with service providers to their apartment
residents (e.g., cable television providers, long distance carriers, and
insurance companies). In the mall sector, Simon Property Group, through its
Simon Brand Ventures subsidiary, has developed relationships with companies
including Microsoft (to sell its Internet service) and Turner Broadcasting (to
air TBS programming in Simon malls) and has developed its own rewards program
to generate income. Finally, many of the office REITs generate income through
relationships with providers of broadband services to their tenants.

Real Estate Market

We have continued to caution investors that there remain threats of over-supply
but strong demand is serving to mute any serious concern at this time.
Generally, there continues to be evidence of a maturing real estate market as
the improvement in fundamentals have begun to plateau. The following presents
an outline of our views.

A-3
<PAGE>

The Universal Institutional Funds, Inc.
U.S. Real Estate Portfolio (cont.)

Similar to last quarter, the data reported from the Census Bureau for the
fourth quarter demonstrated a modest level of risk to over-supply in the market
for apartments. Permits exceeded 350,000 units (annual pace on a seasonally
adjusted basis), for each of the last two reported months (October and
November). Starts barely exceeded 300,000 units in September and were 280,000
and below in October and November. With net demand estimates in the 300,000 to
320,000 unit range, we are monitoring this data for signs of further
acceleration. Based on projections by F.W. Dodge, prospective supply is running
about 1.1% higher than prospective demand for the next two-year period. This
would result in overall vacancy increasing from 7.1% towards 8% over this
period.

Rebounding from a slump in the summer and fall, consumer confidence rose in the
fourth quarter and ended December at its highest level since its all-time high
in October 1968. Despite earlier concerns, mall sales for the holiday shopping
season rose 7.7% over 1998 rates according to the International Council for
Shopping Centers. Landlords continue to point to a strong leasing environment
as retailers commit to new stores and expansions. It is noteworthy that this
proved to be a difficult period for certain e-commerce retailers as the web
sites of the traditional retailers gained market share based upon both the
greater brand name recognition of the traditional retailers and their superior
logistics and delivery systems. Despite the unexpected strong performance over
Christmas, the risk of e-commerce remains the key mitigating factor that
tempers enthusiasm for the sector.

The near-term trends remain similar in both the office and industrial markets.
While significant amounts of space continue to come on-line, demand continues
to remain strong, almost keeping pace with new supply on the national level.
According to data from Torto Wheaton, national office vacancy rose a modest
0.2% to 9.8% in the third quarter. The downtown markets experienced a slight
improvement of 0.2% as vacancies declined to 8.7% while vacancies in the
suburban markets moved above 10%. The industrial market, which featured a
modest increase of 0.1% in vacancy rates in the second quarter, reported an
equally modest increase of 0.1% for the third quarter. The national industrial
vacancy rate now stands at 7.5%.

Despite a strong economy and relatively easy comps versus last year, the hotel
market demonstrated only modest revenue per available room ("RevPar") growth in
the fourth quarter. It is clear that the large supply of product continues to
put pressure on the market. Smith Travel Research reported full-year RevPar
growth of 3.2% and most public companies have provided similar annual RevPar
projections for 2000.

Portfolio

We have continued to shape the Portfolio with companies offering attractive
fundamental valuations relative to their underlying real estate value.
Throughout the year, we were encouraged by the strength of the U.S. economy.
Current economic consensus for strong GDP growth in 2000 causes us to remain
constructive with regard to the likelihood that real estate fundamentals will
remain favorable. The top-down weightings in the Portfolio remain similar to
last quarter, with a modest bias toward central business district and Southern
California office properties and away from grocery-anchored shopping centers.
We maintain an overweight position to markets with greater barriers to entry,
including West Coast apartments and downtown office buildings. We continue to
take advantage of the relative similarity in pricing of companies to upgrade
the Portfolio, measured both in terms of the quality of properties held by
companies and the management teams at the companies.

January 2000

A-4
<PAGE>

Van Kampen Life Investment Trust
Morgan Stanley Real Estate Securities Portfolio

<TABLE>
<S> <C>
TOTAL RETURNS
One-year total return based on NAV(1)................................. (3.37%)
Life-of-Portfolio average annual total return based on NAV(1)......... 10.70%
Commencement date..................................................... 07/03/95
</TABLE>

(1) Total return based on net asset value (NAV) assumes an investment at the
beginning of the period indicated, reinvestment of all distributions for
the period, and sale of all shares at the end of the period, all at NAV.

Total returns do not include any charges, expenses, or fees imposed by an
insurance company at the underlying portfolio or separate account levels. If
the returns included the effect of these additional charges, the returns would
have been lower.

See the Comparative Performance section of the current prospectus. An
investment should be made with an understanding of the risks that an investment
in equity securities entails. These include the risk that the financial
condition of the issuers of the securities in the portfolio, or the condition
of the stock market in general, may worsen and therefore, the value of
Portfolio shares may decline. In addition, the Portfolio is subject to other
risks. These risks include, but are not limited to: market risk--the
possibility that the market values of securities owned by the Portfolio will
decline; derivative investment risk--a derivative investment is one whose value
depends on (or is derived from) the value of an underlying asset, interest rate
or index and involves risks different from investment in the underlying
security; and manager risk--management may not be successful in selecting the
best performing securities and the Portfolio's performance may lag behind that
of similar portfolios. Past performance does not guarantee future results.
Investment return and net asset value will fluctuate with market conditions.
Portfolio shares, when redeemed, may be worth more or less than their original
cost.

Because the prices of common stocks and other securities fluctuate, the value
of an investment in the Portfolio will vary upon the Portfolio's investment
performance. Foreign securities may magnify volatility due to changes in
foreign exchange rates, the political and economic uncertainties in foreign
countries, and the potential lack of liquidity, government supervision, and
regulation.

Investing in REITs involves unique risks in addition to those risks associated
with investing in the real estate industry in general. Equity REITs may be
affected by changes in the value of the underlying property owned by the REITs,
while mortgage REITs may be affected by the quality of any credit extended.
REITs are dependent upon management skills, are not diversified and are subject
to the risks of financing projects. REITs are subject to heavy cash flow
dependency, default by borrowers, self-liquidation and the possibilities of
failing to qualify for tax-exempt status under the Internal Revenue Code of
1986, as amended. REITs, especially mortgage REITs, are also subject to some
interest rate risk (e.g., as interest rates rise, the value of REITs may
decline).

Market forecasts provided in this report may not necessarily come to pass.

The Portfolio being offered is through a variable annuity contract.

A-5
<PAGE>

Putting Your Portfolio's Performance in Perspective

Morgan Stanley Real Estate Securities Portfolio

As you evaluate your progress toward achieving your financial goals, it is
important to track your investment performance at regular intervals. A
comparison of your Portfolio's performance to an applicable benchmark can:

. Illustrate the market environment in which your Portfolio is being
managed.

. Reflect the impact of favorable market trends or difficult market
conditions.

. Help you evaluate how your Portfolio's management team has responded to
opportunities and challenges.

The following graph compares your Portfolio's performance to that of the
Standard & Poor's 500 Index and the NAREIT (National Association of Real
Estate Investment Trusts) Equity Index over time. These indexes are broad-
based, statistical composites that do not include any commissions or fees that
would be paid by an investor purchasing the securities they represent. Such
costs would lower the performance of these indices. An investment cannot be
made directly in an index.

Growth of a Hypothetical $10,000 Investment

Van Kampen Life Investment Trust--Morgan Stanley Real Estate Securities
Portfolio vs. the Standard & Poor's 500 Index and the NAREIT Equity Index
(July 3, 1995, through December 31, 1999)

[CHART TO COME]

-----------------------------------
Portfolio's Total Return
1 Year Total Return = 104.38%
Inception Avg. Annual = 40.58%
-----------------------------------
[GRAPH]

VAN KAMPEN LIT-EMERGING STANDARD & POOR'S MIDCAP
GROWTH PORTFOLIO RUSSEL 2000 INDEX 400 INDEX*
----------------------- ----------------- ----------------------
Jul 1995 10000.00 10000.00 10000.00
10860.00 10576.00 10509.00
11000.00 10795.00 10684.00
11270.00 10988.00 10974.00
11110.00 10496.00 10679.00
11460.00 10937.00 11126.00
Dec 1995 11710.00 11226.00 11130.00
11550.00 11214.00 11279.00
12140.00 11563.00 11642.00
12540.00 11799.00 11814.00
13500.00 12429.00 12161.00
14040.00 12919.00 12306.00
Jun 1996 13690.00 12389.00 12154.00
12350.00 11307.00 11319.00
13000.00 11963.00 11954.00
14180.00 12431.00 12505.00
13700.00 12239.00 12526.00
13950.00 12743.00 13212.00
Dec 1996 13660.00 13077.00 13261.00
14480.00 13339.00 13744.00
13250.00 13015.00 13613.00
12550.00 12401.00 13067.00
13040.00 12436.00 13391.00
14250.00 13819.00 14542.00
Jun 1997 14850.00 14411.00 14984.00
16360.00 15082.00 16449.00
16160.00 15427.00 16412.00
17450.00 16556.00 17390.00
16330.00 15829.00 16616.00
16110.00 15727.00 16844.00
Dec 1997 16450.00 16002.00 17534.00
16260.00 15749.00 17183.00
18020.00 16914.00 18587.00
19037.00 17611.00 19461.00
19287.00 17709.00 19798.00
18477.00 16755.00 18889.00
Jun 1998 20097.00 16790.00 19045.00
19537.00 15431.00 18287.00
15946.00 12435.00 14868.00
17676.00 13408.00 16293.00
17967.00 13955.00 17727.00
19437.00 14686.00 18592.00
Dec 1998 22628.00 15595.00 20877.00
24749.00 15802.00 20046.00
23118.00 14522.00 18971.00
25639.00 14749.00 19545.00
26110.00 16070.00 21067.00
25139.00 16305.00 21135.00
Jun 1999 27600.00 17042.00 22309.00
27360.00 16575.00 21814.00
28440.00 15961.00 21044.00
28800.00 15965.00 20439.00
32102.00 16029.00 21461.00
37003.00 16987.00 22561.00
Dec 1999 46247.00 18909.00 23946.00

The above chart reflects the performance of the Portfolio. The Portfolio's
performance assumes reinvestment of all distributions and is shown at net
asset value.

While past performance is not indicative of future performance, the above
information provides a broader vantage point from which to evaluate the
discussion of the Portfolio's performance found in the following pages.

A-6
<PAGE>

Portfolio Management Review

Morgan Stanley Real Estate Securities Portfolio

The following is an interview with the portfolio managers of the Van Kampen
Life Investment Trust--Morgan Stanley Real Estate Securities Portfolio. The
managers are Theodore R. Bigman and Douglas A. Funke.

Q What were the market conditions in which the portfolio operated during the
reporting period?

A The REIT market was overshadowed by persistent downward pressure during the
year, punctuated with intermittent rallies. After a difficult first
quarter, in which we saw a continuation of the negative market conditions
from 1998, the REIT market recovered in May in a value-oriented rally.
However, the third quarter was marked by declining prices and waning
interest from non-dedicated REIT investors. This trend affected much of the
domestic equity market as well, where positive stock returns and strong
corporate fundamentals were overshadowed by interest-rate fears and narrow
market leadership during the same period.

Fortunately, the fourth quarter brought some relief as value investors
renewed their interest in the overlooked REIT market. Buoyed by this
interest, the market rallied nearly 10 percent in the last few weeks of the
year. However, overall performance was negative for the 12-month period,
and REITs ended the year trading at a discount to the underlying value of
their assets. As a result, it was generally cheaper to buy real estate on
Wall Street (through the ownership of securities) than on Main Street
(through the direct ownership of properties).

Q How did you position the portfolio during this time?

A Throughout the year, we were encouraged by the strength of the U.S. economy
and became more optimistic that this strength would translate into
favorable real estate fundamentals. As a result, we continued to shape the
Portfolio with companies that offered attractive fundamental valuations
relative to their underlying real estate value. Although the Portfolio's
sector weightings changed little from six months ago, we positioned the
Portfolio with a bias toward central business district and Southern
California office properties and began moving away from grocery-anchored
shopping centers. We maintained the Portfolio's overweight position to
markets with high barriers to entry, including West Coast apartments and
downtown office buildings.

We continued to upgrade the Portfolio in terms of the quality of properties
held by REITs and the management teams. At the same time, we took advantage
of price weakness to add to some of the Portfolio's existing positions,
including Equity Residential Properties Trust, Arden Realty Trust, and
Boston Properties, Inc. Due to relative valuations, we sold the Portfolio's
position in Apartment & Investment Management Company and its position in
Regency Realty Corp. after a failed merger.

Q What was the portfolio's performance for the reporting period?

A Due in large part to the negative performance of the sector, the
Portfolio's total return was -3.37 percent for the 12-month period ended
December 31, 1999. This performance was comparable to the total return of
the NAREIT (National Association of Real Estate Investment Trusts) Equity
Index of -4.60 percent over the same period. The NAREIT Index reflects the
performance of a broad range of equity REITs of all property types.

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By comparison, the Standard & Poor's 500-Stock Index registered a total
return of 21.04 percent in the 12 months ended December 31, 1999. The S&P
500 Index is a broad-based, unmanaged index that reflects the general
performance of the stock market. These indices do not reflect any
commissions or fees that would be paid by an investor purchasing the
securities they represent. Such costs would lower the performance of the
indices. An investment cannot be made directly in an index. Of course, past
performance is no guarantee of future results. Please refer to the chart
and footnotes on page 43 for additional Portfolio performance results.

Q What is your outlook for the real estate market?

A The prices of public real estate securities continue to decline despite
favorable activity in the underlying real estate markets and a
corresponding increase in private real estate values. Generally, real
estate markets remain in equilibrium as strong levels of demand mute any
serious threat of oversupply. High demand was evident at the property level
throughout the past year as public companies reported strong cash flow
growth and, correspondingly, strong growth in asset value per share.

Our analysis indicates that property markets generally remain strong,
buoyed by the continuation of a strong economy. We anticipate a moderating
of this growth, primarily due to a combination of expiring, lower-priced
leases being rolled to market and an eventual slowing of the U.S. economy.
Moderate growth combined with low price-to-earnings ratios imply the
ability for modest stock prices of public real estate companies. In
conjunction with high dividend yields, this scenario may result in the
sector providing more typical total returns than we've seen in the previous
year.

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EXHIBIT A

FORM OF
AGREEMENT AND PLAN OF
REORGANIZATION AND LIQUIDATION

AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of [ ], 2000
(the "Agreement"), by and between Van Kampen Life Investment Trust, a
registered investment company, SEC File No. 811-4424 (the "Trust"), on behalf
of its series, the Morgan Stanley Real Estate Securities Portfolio (the
"Acquired Portfolio"), and The Universal Institutional Funds, Inc., a
registered investment company, SEC File No. 811-7607 (the "Fund"), on behalf of
its series, the U.S. Real Estate Portfolio (the "Acquiring Portfolio").

WHEREAS, the Board of Trustees of the Trust and the Board of Directors of
the Fund have each determined that entering into this Agreement for the
Acquiring Portfolio to acquire the assets and liabilities of the Acquired
Portfolio is in the best interests of each respective party; and

WHEREAS, the parties intend that this transaction qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code");

NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
Acquired Portfolio solely in exchange for (a) the assumption by the Acquiring
Portfolio of all of the liabilities of the Acquired Portfolio and (b) shares of
the Acquiring Portfolio, followed by the distribution, at the Effective Time
(as defined in Section 9 of this Agreement), of such shares of the Acquiring
Portfolio to the accounts of the holders of shares of the Acquired Portfolio on
the terms and conditions hereinafter set forth in liquidation of the Acquired
Portfolio (the "Reorganization"). For convenience: (x) the shares of the
Acquiring Portfolio which are given in exchange for the assets of the Acquired
Portfolio are referred to hereinafter as the "Acquiring Portfolio Shares"; and
(y) the shares of the Acquired Portfolio which are held in the accounts of the
holders of such shares immediately prior to the Effective Time are referred to
hereinafter as the "Acquired Portfolio Shares." The parties hereto covenant and
agree as follows:

1. Plan of Reorganization. At the effective time of the Reorganization (the
"Effective Time"), the Acquired Fund will assign, deliver and otherwise
transfer all of its assets and good and marketable title thereto, free and
clear of all liens, encumbrances and adverse claims except as provided in this
Agreement, and assign all of its liabilities as are set forth in a statement of
assets and liabilities, to be prepared as of the Effective Time (the "Statement
of Assets and Liabilities") to the Acquiring Portfolio which shall acquire all
such assets, and shall assume all such liabilities, in exchange for delivery to
the accounts of shareholders of the Acquired Portfolio by the Acquiring
Portfolio of a number of Acquiring Portfolio Shares (both full and fractional)
equivalent in net asset value to the Acquired Portfolio Shares outstanding
immediately prior to the Effective Time. The assets and liabilities of the
Acquired Portfolio, as set forth in the Statement of Assets and Liabilities
attached hereto as Exhibit A, shall be exclusively assigned to and assumed by
the Acquiring Portfolio. All debts, liabilities, obligations and duties of the
Acquired Portfolio, to the extent that they exist at or after the Effective
Time and are stated in the Statement of Assets and Liabilities, shall after the
Effective Time attach to the Acquiring Portfolio and may be enforced against
the Acquiring Portfolio to the same extent as if the same had been incurred by
the Acquiring Portfolio.

2. Transfer of Assets. The assets of the Acquired Portfolio to be acquired
by the Acquiring Portfolio shall include, without limitation, all cash, cash
equivalents, securities and receivables (including interest and dividends
receivable) as set forth in the Statement of Assets and Liabilities, as well as
any claims or rights of action or rights to register shares under applicable
securities laws, any books or records of the Acquired Portfolio and other
property owned by the Acquired Portfolio at the Effective Time.

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3. Liquidation and Dissolution of the Acquired Portfolio. At the Effective
Time, the Acquired Portfolio will liquidate and the Acquiring Portfolio Shares
(both full and fractional) received by the accounts of the shareholders of the
Acquired Portfolio will be distributed to the shareholders of record of the
Acquired Portfolio as of the Effective Time in exchange for their respective
Acquired Portfolio Shares and in complete liquidation of the Acquired
Portfolio. Each shareholder of the Acquired Portfolio will receive a number of
Acquiring Portfolio Shares equal in net asset value to the Acquired Portfolio
Shares held by that shareholder. Such distribution and liquidation will be
accompanied by the establishment of an open account on the shareholder records
of the Acquiring Portfolio in the name of each shareholder of record of the
Acquired Portfolio and representing the respective number of Acquiring
Portfolio Shares due such shareholder. As soon as practicable after the
Effective Time, but not later than [ ], 2000, the Trust shall take all steps
as shall be necessary and proper to effect a complete termination of the
Acquired Portfolio.

4. Representations and Warranties of the Acquiring Portfolio. The Acquiring
Portfolio represents and warrants to the Acquired Portfolio as follows:

(a) Organization, Existence, etc. The Fund is duly formed and in good
standing under the laws of the state of its organization and is duly
authorized to transact business in the state of its organization. The
Acquiring Portfolio is a separate series of the Fund duly designated in
accordance with the applicable provisions of the Fund's organizational
documents. The Acquiring Portfolio is qualified to do business in all
jurisdictions in which it is required to be so qualified, except
jurisdictions in which the failure so to qualify would not have a material
adverse effect on the Acquiring Portfolio. The Acquiring Portfolio has
obtained all material federal, state and local authorizations necessary to
own all of the properties and assets and to carry on its business as now
being conducted, except authorizations which the failure so to obtain would
not have a material adverse effect on the Acquiring Portfolio.

(b) Registration as Investment Company. The Fund is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end
management investment company which offers its shares only to insurance
companies for accounts which they establish to fund variable life insurance
and variable annuity contracts and by other entities under qualified
pension and retirement plans; and such registration has not been revoked or
rescinded and is in full force and effect.

(c) Financial Statements. The audited financial statements of the Fund
relating to the Acquiring Portfolio dated as of and for the fiscal year
ending December 31, 1999 (the "Acquiring Portfolio Financial Statements"),
as delivered to the Acquired Portfolio, present fairly the financial
position of the Acquiring Portfolio as of the date thereof and the results
of operations and changes in its net assets for the periods indicated. The
Fund shall furnish to the Acquired Portfolio within five (5) business days
after the Effective Time, an unaudited statement of assets and liabilities
and the portfolio of investments and the related statements of operations
and changes in net assets as of and for the interim period ending on the
Effective Time; such financial statements will represent fairly the
financial position and portfolio of investments and the results of its
operations as of, and for the period ending on, the dates of such
statements in conformity with generally accepted accounting principles
applied on a consistent basis during the periods involved and the results
of its operations and changes in financial position for the period then
ended; and such financial statements shall be certified by the Treasurer of
the Acquiring Portfolio as complying with the requirements hereof.

(d) Shares to be Issued upon Reorganization. The Acquiring Portfolio
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization will be validly
issued, fully paid and nonassessable and will conform in all material
respects to the description thereof contained in the Acquiring Portfolio's
Prospectus.

(e) Authority Relative to this Agreement. The Fund, on behalf of the
Acquiring Portfolio, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by the Fund's Board of
Directors, and no other proceedings by the Fund are necessary to authorize
its officers to effectuate this Agreement and the transactions contemplated
hereby. The Acquiring

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Portfolio is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.

(f) Liabilities. There are no liabilities of the Acquiring Portfolio,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquiring Portfolio Financial Statements, if any,
and liabilities incurred in the ordinary course of business prior to the
Effective Time or otherwise previously disclosed to the Acquired Portfolio,
none of which has been or will have been materially adverse to the
business, assets or results of operations of the Acquiring Portfolio. The
Fund's registration statement, which is on file with the Securities and
Exchange Commission ("SEC"), does not contain any untrue statement of a
material fact, nor does it omit any material statement required to be
stated therein or necessary to make the statements therein not materially
misleading.

(g) Litigation. Except as previously disclosed to the Acquired
Portfolio, there are no claims, actions, suits or proceedings pending or,
to the actual knowledge of Morgan Stanley Dean Witter Investment Management
Inc. or the Fund, overtly threatened which would materially adversely
affect the Acquiring Portfolio or its assets or business or which would
prevent or hinder in any material respect consummation of the transactions
contemplated hereby.

(h) Contracts. Except for contracts and agreements disclosed to the
Acquired Portfolio, under which no default exists, the Acquiring Portfolio
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever.

(i) Taxes. As of the Effective Time, all federal and other tax returns
and reports of the Acquiring Portfolio required by law to have been filed
shall have been filed, and all taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and, to the best of
the Acquiring Portfolio's knowledge, no such return is currently under
audit and no assessment has been asserted with respect to any such return
which would materially adversely affect any of the Acquiring Portfolio or
its assets or business or which would prevent or hinder in any material
respect consummation of the transactions contemplated hereby.

(j) Shares of the Acquiring Portfolio: Registration. The Acquiring
Portfolio Shares to be issued pursuant to Section 1 hereof will be duly
registered under the Securities Act of 1933 (the "1933 Act") and all
applicable state securities laws.

(k) Absence of Changes. From the date of this Agreement through the
Effective Time, there shall not have been any change in the business,
results of operations, assets or financial condition or the manner of
conducting the business of the Acquiring Portfolio, other than changes in
the ordinary course of its business, which will have had a material adverse
effect on such business, or any pending or overtly threatened litigation,
results of operations, assets or financial condition which would materially
adversely affect any of the Acquiring Portfolio or its assets or business
or which would prevent or hinder in any material respect consummation of
the transactions contemplated hereby.

(l) Registration Statement. The Registration Statement and the
Prospectus/Proxy Statement contained therein as of the effective date of
the Registration Statement, and at all times subsequent thereto up to and
including the Effective Time, as amended or as supplemented if it shall
have been amended or supplemented, conforms and will conform, as it relates
to the Acquiring Portfolio, in all material respects, to the applicable
requirements of the applicable federal and state securities laws and the
rules and regulations of the SEC thereunder, and do not and will not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, except that no representations or warranties in this
Section apply to statements or omissions made in reliance upon and in
conformity with written information concerning the Trust or the Acquired
Portfolio furnished in writing to the Acquiring Portfolio by the Trust or
the Acquired Portfolio.

(m) Tax Qualification. The Acquiring Portfolio has qualified as a
regulated investment company within the meaning of Section 851 of the Code,
for each of its taxable years; and has satisfied the distribution
requirements imposed by Section 852 of the Code for each of its taxable
years.

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(n) Diversification Qualification. The Acquiring Portfolio has satisfied
the diversification tests set forth in Treas. Reg. Section 1.817-5 for each
of its calendar quarters.

5. Representations and Warranties of the Acquired Portfolio. The Acquired
Portfolio represents and warrants to the Acquiring Portfolio as follows:

(a) Organization, Existence, etc. The Acquired Portfolio is duly formed
and in good standing under the laws of its state of organization and is
duly authorized to transact business in its state of organization. The
Acquired Portfolio is a separate series of the Trust duly designated in
accordance with the applicable provisions of the Trust's organizational
documents. The Acquired Portfolio is qualified to do business in all
jurisdictions in which they are required to be so qualified, except
jurisdictions in which the failure so to qualify would not have a material
adverse effect on the Acquired Portfolio. The Acquired Portfolio has
obtained all material federal, state and local authorizations necessary to
own all of the properties and assets and to carry on its business and the
business thereof as now being conducted, except authorizations which the
failure to so obtain would not have a material adverse effect on the
Acquired Portfolio.

(b) Registration as Investment Company. The Trust is registered under
the 1940 Act as an open-end management investment company which offers its
shares only to insurance companies for accounts which they establish to
fund variable life insurance and variable annuity contracts and by other
entities under qualified pension and retirement plans; and such
registration has not been revoked or rescinded and is in full force and
effect.

(c) Financial Statements. The audited financial statements of the Trust
relating to the Acquired Portfolio as of and for the fiscal year ending
December 31, 1999 (the "Acquired Portfolio Financial Statements"), as
delivered to the Acquiring Portfolio, present fairly the financial position
of the Acquired Portfolio as of the date thereof, and the results of
operations and changes in its net assets for the periods indicated. The
Trust shall furnish to the Acquiring Portfolio within five (5) business
days after the Effective Time, an unaudited statement of assets and
liabilities and the portfolio of investments and the related statements of
operations and changes in net assets as of and for the interim period
ending on the Effective Time; such financial statements will present fairly
the financial position and portfolio of investments and the results of its
operations as of, and for the period ending on, the dates of such
statements in conformity with generally accepted accounting principles
applied on a consistent basis during the periods involved and the results
of its operations and changes in financial position for the period then
ended; and such financial statements shall be certified by the Treasurer of
the Acquired Portfolio as complying with the requirements hereof.

(d) Marketable Title to Assets. The Acquired Portfolio will have, at the
Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be
transferred to the Acquiring Portfolio. Upon delivery and payment for such
assets, including the assumption of related liabilities, the Acquiring
Portfolio will have good and marketable title to such assets without
restriction on the transfer thereof, free and clear of all liens,
encumbrances and adverse claims.

(e) Authority Relative to this Agreement. The Trust, on behalf of the
Acquired Portfolio, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated
hereby, have been duly authorized by the Trust's Board of Trustees, and no
other proceedings by the Trust are necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby. The
Acquired Portfolio is not a party to or obligated under any charter, by-
law, indenture or contract provision or any other commitment or obligation,
or subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.

(f) Liabilities. There are no liabilities of the Acquired Portfolio,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquired Funds Financial Statements and liabilities
incurred in the ordinary course of business prior to the Effective Time or
otherwise previously disclosed to the Acquiring Portfolio, none of which
has been or will have been materially adverse to the business, assets or
results of operations of the Acquired Portfolio. The Trust's Registration

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Statement, which is on file with the SEC, does not contain any untrue
statement of a material fact nor does it omit any statement required to be
stated therein or necessary to make the statements therein not misleading.

(g) Litigation. Except as previously disclosed to the Acquiring
Portfolio, there are no claims, actions, suits or proceedings pending or,
to the knowledge of Van Kampen Asset Management Inc., or the Trust,
threatened which would materially adversely affect the Acquired Portfolio
or its assets or business or which would prevent or hinder in any material
respect consummation of the transactions contemplated hereby.

(h) Contracts. Except for contracts and agreements disclosed to the
Acquiring Portfolio, under which no default exists, the Acquired Portfolio
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever.

(i) Taxes. As of the Effective Time, all federal and other tax returns
and reports of the Acquired Portfolio required by law to have been filed
shall have been filed, and all taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and, to the best of
the Acquired Portfolio's knowledge, no such return is currently under audit
and no assessment has been asserted with respect to any of such return
which would materially adversely affect the Acquired Portfolio or its
assets or business or which would prevent or hinder in any material respect
consummation of the transactions contemplated hereby.

(j) Shares of the Acquired Portfolio: Authorization. The shares of
beneficial interest of the Acquired Portfolio to be exchanged pursuant to
Section 1 hereof have been duly authorized and issued and are fully paid
and non-assessable by the Trust and conform in all material respects to the
description thereof contained in the Trust's Prospectus furnished to the
Acquiring Portfolio.

(k) Absence of Changes. From the date of this Agreement through the
Effective Time, there shall not have been any change in the business,
results of operations, assets or financial condition or the manner of
conducting the business of the Acquired Portfolio, other than changes in
the ordinary course of its business, which will have had a material adverse
effect on such business, or any pending or overtly threatened litigation,
results of operations, assets or financial condition which would materially
adversely affect the Acquired Portfolio or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.

(l) Registration Statement. The Registration Statement and the
Prospectus/Proxy Statement contained therein as of the effective date of
the Registration Statement, and at all times subsequent thereto up to and
including the Effective Time, as amended or as supplemented if it shall
have been amended or supplemented, conforms and will conform, as it relates
to the Acquired Portfolio, in all material respects, to the applicable
requirements of the applicable Federal and state securities laws and the
rules and regulations of the SEC thereunder, and do not and will not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, except that no representations or warranties in this
Section apply to statements or omissions made in reliance upon and in
conformity with written information concerning the Fund or the Acquiring
Portfolio furnished to the Acquired Portfolio by the Fund or the Acquiring
Portfolio.

(m) Tax Qualification. The Acquired Portfolio has qualified as a
regulated investment company within the meaning of Section 851 of the Code
for each of its taxable years; and has satisfied the distribution
requirements imposed by Section 852 of the Code for each of its taxable
years.

(n) Diversification Qualification. The Acquired Portfolio has satisfied
the diversification tests forth in Treas. Reg. Section 1.817-5 for each of
its calendar quarters.

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6. Conditions Precedent to Obligations of the Acquiring Portfolio.

(a) All representations and warranties of the Acquired Portfolio contained
in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.

(b) The Acquiring Portfolio shall have received an opinion of counsel for
the Acquired Portfolio, dated as of the Effective Time, addressed to and in
form and substance satisfactory to counsel for the Acquiring Portfolio, to the
effect that (i) the Trust is duly organized and validly existing under the laws
of its state of organization and the Acquired Portfolio has been duly
designated as a series of the Trust; (ii) the Trust is an open-end management
investment company registered under the 1940 Act which offers its shares only
to insurance companies for accounts which they establish to fund variable life
insurance and variable annuity contracts and to other entities under qualified
pension and retirement plans; (iii) this Agreement and the Reorganization
provided for herein and the execution of this Agreement have been duly
authorized and approved by all requisite action of the Acquired Portfolio and
this Agreement has been duly executed and delivered by the Trust on behalf of
the Acquired Portfolio and is a valid and binding obligation of the Acquired
Portfolio, subject to applicable bankruptcy, insolvency, fraudulent conveyance
and similar laws or court decisions regarding enforcement of creditors' rights
generally; (iv) to the best of counsel's knowledge after reasonable inquiry, no
consent, approval, order or other authorization of any federal or state court
or administrative or regulatory agency is required for the Acquired Portfolio
to enter into this Agreement or to carry out its terms that has not been
obtained other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Acquired Portfolio; and (v) upon consummation of this
Agreement, the Acquiring Portfolio shall have acquired all of the Acquired
Portfolio's assets listed in the Statement of Assets and Liabilities, free and
clear of all liens, encumbrances or adverse claims.

(c) The Acquired Portfolio shall have delivered to the Acquiring Portfolio
at the Effective Time the Acquired Portfolio Statement of Assets and
Liabilities, prepared in accordance with generally accepted accounting
principles consistently applied, together with a certificate of the Treasurer
or Assistant Treasurer of the Acquired Portfolio as to the aggregate asset
value of the Acquired Portfolio's securities.

(d) The Acquired Portfolio shall have received a certificate of an
authorized officer of the Acquiring Portfolio, dated as of the Effective Time,
certifying that the representations and warranties set forth in Section 5 are
true and correct at the Effective Time, together with certified copies of the
resolutions adopted by the Board of Trustees.

7. Conditions Precedent to Obligations of the Acquired Portfolio.

(a) This Agreement and the transactions contemplated herein shall have been
approved by the affirmative vote of the holders of a majority of the
outstanding shares of beneficial interest of the Acquired Portfolio.

(b) All representations and warranties of the Acquiring Portfolio contained
in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.

(c) The Registration Statement shall have become effective and no stop
orders under the 1933 Act pertaining thereto shall have been issued and all
necessary approvals, registrations, and exemptions under federal and state
securities laws shall have been obtained.

(d) The Acquired Portfolio shall have received an opinion of counsel for the
Acquiring Portfolio, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the Acquired Portfolio, to the effect
that: (i) the Acquiring Portfolio is duly organized and a validly existing
series of the Fund under the laws of its state of organization; (ii) the Fund
is an open-end management investment company

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registered under the 1940 Act which offers its shares only to insurance
companies for accounts which they establish to fund variable life insurance and
avriable annuity contracts and to other entities under qualified pension and
retirement plans; (iii) this Agreement and the Reorganization provided for
herein and the execution of this Agreement have been duly authorized and
approved by all requisite action of the Acquiring Portfolio and this Agreement
has been duly executed and delivered by the Acquiring Portfolio and is a valid
and binding obligation of the Acquiring Portfolio, subject to applicable
bankruptcy, insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally; (iv) to the
best of counsel's knowledge, no consent, approval, order or other authorization
of any Federal or state court or administrative or regulatory agency is
required for the Acquiring Portfolio to enter into this Agreement or to carry
out its terms that has not already been obtained, other than where the failure
to obtain any such consent, approval, order or authorization would not have a
material adverse effect on the operations of the Acquiring Portfolio; (v) the
Acquiring Portfolio Shares to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with this Agreement will be
validly issued, fully paid and nonassessable; and (vi) except as to financial
statements and schedules and other financial and statistical data included or
incorporated by reference therein and subject to usual and customary
qualifications with respect to Rule 10b-5 type opinions, as of the effective
date of the Registration Statement filed pursuant to the Agreement, the
portions thereof pertaining to the Acquiring Portfolio comply as to form in all
material respects with the requirements of the 1933 Act, the Securities
Exchange Act of 1934, as amended (the "1934 Act") and the 1940 Act and the
rules and regulations of the SEC thereunder and no facts have come to counsel's
attention which would cause them to believe that as of the date of
effectiveness of the portions of the Registration Statement applicable to the
Acquiring Portfolio, the Registration Statement contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.

(e) No temporary restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the transactions
contemplated by this Agreement shall be in effect, nor shall any proceeding by
any state, local or federal government agency or entity seeking any of the
foregoing be pending. There shall not have been any action taken or any
statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to the transactions contemplated by this Agreement which makes or
would make the consummation of the transactions contemplated by this Agreement
illegal or which has or would have a material adverse effect on business
operations of the Acquiring Portfolio.

(f) The Acquiring Portfolio shall have delivered to the Acquired Portfolio
at the Effective Time a certificate of the Treasurer or Assistant Treasurer of
the Acquiring Portfolio as to the aggregate asset value of the Acquiring
Portfolio's securities.

(g) The Acquiring Portfolio shall have received a certificate of an
authorized officer of the Acquired Portfolio, dated as of the Effective Time,
certifying that the representations and warranties set forth in Section 4 are
true and correct at the Effective Time, together with certified copies of the
resolutions adopted by the Board of Trustees.

8. Further Conditions Precedent to Obligations of the Acquired Portfolio and
the Acquiring Portfolio. The obligations of the Acquired Portfolio and the
Acquiring Portfolio to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction of each of the following
conditions:

(a) Such authority from the SEC as may be necessary to permit the
parties to carry out the transactions contemplated by this Agreement shall
have been received.

(b) The Registration Statement on Form N-1A of the Acquiring Portfolio
shall be effective under the 1933 Act, and, to the best knowledge of the
Acquiring Portfolio, no investigation or proceeding for that purpose shall
have been instituted or be pending, overtly threatened or contemplated
under the 1933 Act.

(c) The Acquiring Portfolio shall have filed all documents and paid all
fees required to permit its shares to be offered to insurance companies in
all states of the United States, the Commonwealth of Puerto Rico and the
District of Columbia (except where such qualifications are not required) so
as to permit the transfer contemplated by this Agreement to be consummated.

(d) The Acquired Portfolio and the Acquiring Portfolio shall have
received on or before the Effective Time an opinion of counsel satisfactory
to the Acquired Portfolio and the Acquiring Portfolio and based

E-7
<PAGE>

upon certain factual representations made by officers of the Van Kampen
Trust and the Universal Fund substantially to the effect that for federal
income tax purposes:

(1) No gain or loss will be recognized to the Acquired Portfolio
upon the transfer of its assets in exchange solely for the Acquiring
Portfolio Shares and the assumption by the Acquiring Portfolio of the
Acquired Portfolio's liabilities. No opinion, however, is expressed as
to whether accrued market discount will be required to be recognized as
ordinary income pursuant to Section 1276 of the Code;

(2) No gain or loss will be recognized to the Acquiring Portfolio on
its receipt of the Acquired Portfolio's assets in exchange for the
Acquiring Portfolio Shares and the assumption by the Acquiring
Portfolio of the Acquired Portfolio's liabilities;

(3) The basis of the Acquired Portfolio's assets in the accounts of
shareholders of the Acquiring Portfolio will be the same as the basis
of those assets in the accounts of shareholders of the Acquired
Portfolio immediately before the Reorganization;

(4) The Acquiring Portfolio's holding period for the assets
transferred to the Acquiring Portfolio by the Acquired Portfolio will
include the holding period of those assets in the accounts of
shareholders of the Acquired Portfolio immediately before the
Reorganization;

(5) No gain or loss will be recognized to the Acquired Portfolio on
the distribution of the Acquiring Portfolio Shares to the accounts of
the Acquired Portfolio's shareholders in exchange for Acquired
Portfolio Shares;

(6) No gain or loss will be recognized to the accounts of the
Acquired Portfolio's shareholders as a result of the distribution of
the Acquiring Portfolio Shares to the accounts of the Acquired
Portfolio's shareholders in exchange for Acquired Portfolio Shares;

(7) The basis of the Acquiring Portfolio Shares received by the
accounts of the Acquired Portfolio's shareholders will be the same as
the adjusted basis of those shareholders' Acquired Portfolio Shares
surrendered in exchange therefor; and

(8) The holding period of the Acquiring Portfolio Shares received by
the accounts of the Acquired Portfolio's shareholders will include
their holding period for the Acquired Portfolio Shares surrendered in
exchange therefor, provided that said Acquired Portfolio Shares were
held as capital assets on the date of the conversion.

(e) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding
shares of the Acquired Portfolio entitled to vote at a special meeting.

(f) The Board of Directors of the Fund, at a meeting duly called for
such purpose, shall have authorized the issuance by the Acquiring Portfolio
of Acquiring Portfolio Shares at the Effective Time in exchange for the
assets and liabilities of the Acquired Portfolio pursuant to the terms and
provisions of this Agreement.

9. Effective Time of the Reorganization. The exchange of the Acquired
Portfolio's assets and liabilities for Acquiring Portfolio Shares shall be
effective as of close of business on [ ], 2000, or at such other time and
date as fixed by the mutual consent of the parties.

10. Termination. This Agreement and the transactions contemplated hereby may
be terminated and abandoned with respect to one or both of the Acquiring
Portfolio and/or the Acquired Portfolio without penalty by resolution of the
Board of Trustees of the Trust or the Board of Directors of the Fund or at the
discretion of any duly authorized officer of the Fund or of the Trust, at any
time prior to the Effective Time, if circumstances should develop which, in the
opinion of such Board or officer, make proceeding with the Agreement
inadvisable.

E-8
<PAGE>

11. Amendment and Waiver. This Agreement may be amended, modified or
supplemented in such manner as may be mutually agreed upon in writing by the
parties; PROVIDED, that no such amendment may have the effect of changing the
provisions for determining the number or value of Acquiring Portfolio Shares to
be paid to the Acquired Portfolio's shareholders under this Agreement to the
detriment of such shareholders without their further approval. Furthermore,
either party may waive any breach by the other party or of the failure to
satisfy any of the conditions to its obligations (such waiver to be in writing
and authorized by the President or any Vice President of the waiving party)
with or without the approval of such party's shareholders.

12. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of [ ].

13. Personal Liability. As provided for in the organizational documents of
the Van Kampen Trust, the shareholders, trustees, officers, employees and other
agents of the Van Kampen Trust shall not personally be found by or liable for
the matters set forth hereto, nor shall resort be had to their private property
for the satisfaction of any obligation or claim hereunder.

14. Notices. Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail, internet or overnight express
courier addressed as follows:

if to the Acquiring Portfolio:

Harold J. Schaaff, Jr., Esquire
The Universal Institutional Funds, Inc.
1221 Avenue of the Americas
New York, New York 10020

with a copy to:

Arthur Lev, Esquire
Morgan Stanley Dean Witter Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

Richard W. Grant, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

if to the Acquired Portfolio:

A. Thomas Smith III, Esquire
Van Kampen Life Investment Trust
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555

with a copy to:

Thomas A. Hale, Esquire
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606

E-9
<PAGE>

15. Fees and Expenses.

(a) The Acquiring Portfolio and the Acquired Portfolio each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.

(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement will be incurred by Morgan Stanley
Dean Witter Investment Management Inc. Such expenses include, without
limitation, (i) expenses incurred in connection with the entering into and the
carrying out of the provisions of this Agreement; (ii) expenses associated with
the preparation and filing of the proxy statement relating to the
Reorganization Agreement under the 1934 Act; (iii) postage; (iv) printing; (v)
accounting fees; (vi) legal fees; and (vii) solicitation costs of the
transaction. The Acquiring Portfolio shall pay its own Federal and state
registration fees.

16. Headings, Counterparts, Assignment.

(a) The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.

(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment
or transfer hereof of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of this
Agreement.

17. Entire Agreement.

The Fund and the Trust agree that neither party has made any representation,
warranty or covenant not set forth herein and that this Agreement constitutes
the entire agreement between the parties. The representations, warranties and
covenants contained herein or in any document delivered pursuant hereto or in
connection herewith shall survive the consummation of the transactions
contemplated hereunder.

18. Further Assurances.

The Fund and the Trust shall take such further action as may be necessary or
desirable and proper to consummate the transactions contemplated hereby.

19. Binding Nature of Agreement.

As provided in each of (1) the Trust's organizational documents, as amended
and supplemented to date; and (2) the Fund's organizational documents, as
amended and supplemented to date, this Agreement was executed by the
undersigned officers of the Fund and the Trust, on behalf of the Acquiring
Portfolio and the Acquired Portfolio, respectively, as officers and not
individually, and the obligations of this Agreement are not binding upon the
undersigned officers individually, but are binding only upon the assets and
property of the corporation or trust. Moreover, no series of the Fund or the
Trust shall be liable for the obligations of any other series of that
corporation or trust.

E-10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

Van Kampen Life Investment Trust, on
behalf of its series, Morgan Stanley
Real Estate Securities Portfolio

By: _________________________________

Name: _______________________________

Title: ______________________________

The Universal Institutional Funds,
Inc., on behalf of its series, U.S.
Real Estate Portfolio

By: _________________________________

Name: _______________________________

Title: ______________________________

E-11
<PAGE>

VAN KAMPEN LIFE INVESTMENT TRUST
MORGAN STANLEY REAL ESTATE SECURITIES PORTFOLIO
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, ______ 2000

The undersigned Shareholder(s) of the Morgan Stanley Real Estate Securities
Portfolio ("Van Kampen Portfolio") of the Van Kampen Life Investment Trust ("Van
Kampen Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ]
and [ ], and each of them (each with full power of substitution), as
the proxy or proxies of the undersigned to attend the Special Meeting of
Shareholders of the Portfolio to be held on ________ 2000, and any adjournment
thereof (the "Meeting"), and to vote all of the shares of the Portfolio that the
signer would be entitled to vote if personally present at the Meeting on the
proposal set forth below respecting the approval of the Agreement and Plan of
Reorganization and Liquidation and, in accordance with their own discretion, on
any other matters properly brought before the Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE VAN KAMPEN
TRUST WHICH RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

1. To approve an Agreement and Plan of Reorganization and Liquidation
providing for (i) the transfer of all of the assets and liabilities of the Van
Kampen Portfolio of the Van Kampen Trust to the U.S. Real Estate Portfolio of
The Universal Institutional Funds, Inc. ("Universal Funds") in exchange for
shares of the U.S. Real Estate Portfolio; (ii) the distribution of the U.S. Real
Estate Portfolio shares so exchanged to shareholders of the Van Kampen
Portfolio; and (iii) the termination under state law of the Van Kampen
Portfolio.

// FOR // AGAINST // ABSTAIN

2. Not applicable.

The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy/ Prospectus.

This proxy will, when properly executed, be voted as directed herein by the
signing shareholder.

IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF
REORGANIZATION AND LIQUIDATION PROVIDING FOR (I) THE TRANSFER OF ALL OF THE
ASSETS AND LIABILITIES OF THE VAN KAMPEN PORTFOLIO OF THE VAN KAMPEN TRUST TO
THE U.S. REAL ESTATE PORTFOLIO OF THE UNIVERSAL FUNDS IN EXCHANGE FOR SHARES OF
THE U.S. REAL ESTATE PORTFOLIO; (II) THE DISTRIBUTION OF THE U.S. REAL ESTATE
PORTFOLIO SHARES SO RECEIVED TO SHAREHOLDERS OF THE VAN KAMPEN PORTFOLIO; AND
(III) THE TERMINATION UNDER STATE LAW OF THE VAN KAMPEN PORTFOLIO, AND WILL BE
VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>

PLEASE DATE, SIGN AND RETURN PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND THE MEETING.

Dated: _________________________,2000

YOUR SIGNATURE(S) ON THIS PROXY SHOULD BE EXACTLY AS
YOUR NAME OR NAMES APPEAR ON THIS PROXY. IF THE SHARES
ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. IF SIGNING
IS BY ATTORNEY, EXECUTOR, ADMINISTRATOR, DIRECTOR OR
GUARDIAN, PLEASE PRINT YOUR FULL TITLE BELOW YOUR
SIGNATURE.

--------------------------------------------
Signature

--------------------------------------------
Signature
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
[ ], 2000

VAN KAMPEN LIFE INVESTMENT TRUST
1 PARKVIEW PLAZA
P.O. BOX 555
OAKBROOK TERRACE, ILLINOIS 60181-5555

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS 02208-2798

This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Combined Proxy Statement/Prospectus dated [
], 2000 for the Special Meeting of Shareholders of Van Kampen Life Investment
Trust (the "Van Kampen Trust"), to be held on [ ], 2000. Copies
of the Combined Proxy Statement/Prospectus may be obtained at no charge by
calling the Van Kampen Trust at 1-800-341-2929.

Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Combined Proxy
Statement/Prospectus.

Further information about shares of The Universal Institutional Funds, Inc.
(the "Universal Fund") is contained in and incorporated by reference to the
Universal Fund's Statement of Additional Information dated May 1, 2000, a copy
of which is included herewith. The audited financial statements and related
independent accountant's report for the Universal Fund's U.S. Real Estate
Portfolio (the "Universal Fund Portfolio") contained in the Annual Report dated
December 31, 1999 are hereby incorporated herein by reference.

Further information about shares of the Van Kampen Trust is contained in
and incorporated by reference to the Van Kampen Trust's Statement of Additional
Information dated April 28, 2000, a copy of which is included herewith. The
audited financial statements and related independent accountant's report for the
Trust's Real Estate Securities Portfolio ("Van Kampen Portfolio") contained in
the Annual Report dated December 31, 1999 are hereby incorporated herein by
reference insofar as they relate to the Van Kampen Portfolio. No other parts of
the Annual Report are incorporated by reference herein.

The date of this Statement of Additional Information is [ ], 2000.

S-1
<PAGE>

The Universal Institutional Funds, Inc. ("TUIF")
Pro Forma Combined Schedule of Investments
December 31, 1999 (Unaudited)

<TABLE>
<CAPTION>
Shares Security Description
------------------------------------------------------------------------------------------------------
TUIF VKLIT Pro Forma
U.S. Real Estate U.S. Real Estate Securities Combined December 31, 1999
Portfolio Portfolio Portfolio
------------------------------------------------------------------------------------------------------

Common Stocks -- 97.31%
<C> <C> <C> <S>
0 28,300 28,300 Acadia Realty Trust
7,400 67,700 75,100 Amli Residential Properties Trust REIT
100 0 100 Apartment Investment & Management Co. REIT
21,683 166,646 188,329 Archstone Communities Trust REIT
43,100 367,500 410,600 Arden Realty Group, Inc.
10,848 426,124 436,972 Atlantic Gulf Communities Corp.
23,300 272,800 296,100 Avalonbay Communities, Inc. REIT
0 12,233 12,233 BCP Voting Trust
0 271,300 271,300 Beacon Capital Partners, Inc.
8,200 37,000 45,200 Boston Properties, Inc.
22,500 308,700 331,200 Brandywine Realty Trust REIT
76,100 553,642 629,742 Brookfield Properties Corp.
38,300 650,882 689,182 Burnham Pacific Property Trust REIT
0 80,000 80,000 Candlewood Hotel Co., Inc.
22,500 266,900 289,400 CarrAmerica Realty Corp. REIT
27,700 330,338 358,038 Chateau Properties, Inc. REIT
2,100 0 2,100 Duke Realty Investment, Inc. REIT
1,600 10,200 11,800 Eastgroup Properties
37,387 198,411 235,798 Equity Office Properties Trust REIT
19,149 60,954 80,103 Equity Residential Properties Trust REIT
18,100 226,800 244,900 Essex Property Trust, Inc. REIT
17,100 189,800 206,900 Federal Realty Investment Trust REIT
29,400 404,375 433,775 Great Lakes, Inc. REIT
1,019 0 1,019 Hilton Hotels Corp.
20,856 201,811 222,667 Host Mariott Corp.
13 13,575 13,588 Interstate Hotels Corp.
1,200 0 1,200 Mack-Cali Realty Corp.
7,700 48,300 56,000 Manufactured Home Communities, Inc. REIT
16,400 32,700 49,100 Meditrust Corp. Paired Stock
865 14,090 14,955 Merry Land Properties, Inc.
23,700 307,600 331,300 Pacific Gulf Properties, Inc. REIT
8,800 126,100 134,900 Pan Pacific Retail Properties, Inc. REIT
8,300 147,800 156,100 Pennsylvania REIT
0 5,900 5,900 Philips International Realty Corp.
400 0 400 Prentiss Properties Trust REIT
19,200 323,600 342,800 Prime Group Realty Trust REIT
18,100 15,100 33,200 Prologics Trust
2,600 126,920 129,520 PS Business Parks
25,232 207,438 232,670 Public Storage, Inc. REIT
100 2,000 2,100 Ramco-Gershenson Properties Trust REIT
7,600 0 7,600 Regency Realty Corp.
5,600 26,000 31,600 Rouse Co.
2,200 0 2,200 Security Capital Group Class B
4,400 27,800 32,200 Shurgard Storage Centers, Inc. Series A REIT
20,700 128,200 148,900 Simon Property Group, Inc.
19,100 195,900 215,000 Smith (Charles E.) Residential Realty, Inc. REIT
3,700 0 3,700 Spieker Properties, Inc. REIT
29,433 195,911 225,344 Starwood Hotels & Resorts Worldwide, Inc.
4,400 0 4,400 Sun Communities, Inc. REIT
49,100 701,742 750,842 Taubman Centers, Inc.
28,000 60,900 88,900 Trizec Hahn Corp.
17,300 33,400 50,700 Urban Shopping Centers, Inc.
6,600 13,700 20,300 Vornado Realty Trust REIT
27,607 447,242 474,849 Wellsford Real Properties, Inc.
1,900 380,163 382,063 Wyndham International, Inc.

Total Common Stocks
</TABLE>

<TABLE>
<CAPTION>
Security Description Value (000)
----------------------------------------------------------------------------------------------------------------
TUIF VKLIT Pro Forma
December 31, 1999 U.S. Real Estate U.S. Real Estate Securities Combined
Portfolio Portfolio Portfolio
----------------------------------------------------------------------------------------------------------------

Common Stocks -- 97.31%
<S> <C> <C> <C>
Acadia Realty Trust $0 $131 $131
Amli Residential Properties Trust REIT 149 1,367 1,516
Apartment Investment & Management Co. REIT 4 0 4
Archstone Communities Trust REIT 445 3,416 3,861
Arden Realty Group, Inc. 865 7,373 8,238
Atlantic Gulf Communities Corp. 1 21 22
Avalonbay Communities, Inc. REIT 800 9,360 10,160
BCP Voting Trust 0 1,179 1,179
Beacon Capital Partners, Inc. 0 4,247 4,247
Boston Properties, Inc. 255 1,152 1,407
Brandywine Realty Trust REIT 368 5,055 5,423
Brookfield Properties Corp. 798 5,813 6,611
Burnham Pacific Property Trust REIT 359 6,102 6,461
Candlewood Hotel Co., Inc. 0 140 140
CarrAmerica Realty Corp. REIT 475 5,638 6,113
Chateau Properties, Inc. REIT 718 8,568 9,286
Duke Realty Investment, Inc. REIT 41 0 41
Eastgroup Properties 30 189 219
Equity Office Properties Trust REIT 921 4,886 5,807
Equity Residential Properties Trust REIT 817 2,602 3,419
Essex Property Trust, Inc. REIT 615 7,711 8,326
Federal Realty Investment Trust REIT 322 3,571 3,893
Great Lakes, Inc. REIT 423 5,813 6,236
Hilton Hotels Corp. 10 0 10
Host Mariott Corp. 172 1,665 1,837
Interstate Hotels Corp. 0 44 44
Mack-Cali Realty Corp. 31 0 31
Manufactured Home Communities, Inc. REIT 187 1,174 1,361
Meditrust Corp. Paired Stock 90 180 270
Merry Land Properties, Inc. 5 74 79
Pacific Gulf Properties, Inc. REIT 480 6,229 6,709
Pan Pacific Retail Properties, Inc. REIT 144 2,057 2,201
Pennsylvania REIT 121 2,152 2,273
Philips International Realty Corp. 0 97 97
Prentiss Properties Trust REIT 8 0 8
Prime Group Realty Trust REIT 292 4,915 5,207
Prologics Trust 348 291 639
PS Business Parks 59 2,887 2,946
Public Storage, Inc. REIT 572 4,706 5,278
Ramco-Gershenson Properties Trust REIT 1 25 26
Regency Realty Corp. 152 0 152
Rouse Co. 119 553 672
Security Capital Group Class B 27 0 27
Shurgard Storage Centers, Inc. Series A REIT 102 645 747
Simon Property Group, Inc. 475 2,940 3,415
Smith (Charles E.) Residential Realty, Inc. REIT 676 6,930 7,606
Spieker Properties, Inc. REIT 135 0 135
Starwood Hotels & Resorts Worldwide, Inc. 692 4,604 5,296
Sun Communities, Inc. REIT 142 0 142
Taubman Centers, Inc. 528 7,544 8,072
Trizec Hahn Corp. 473 1,028 1,501
Urban Shopping Centers, Inc. 469 906 1,375
Vornado Realty Trust REIT 214 445 659
Wellsford Real Properties, Inc. 235 3,802 4,037
Wyndham International, Inc. 5 1,117 1,122
------------------------------------------------------------------
Total Common Stocks 15,370 141,344 156,714
</TABLE>

1
<PAGE>

The Universal Institutional Funds, Inc. ("TUIF")
Pro Forma Combined Schedule of Investments
December 31, 1999 (Unaudited)

<C> <C> <C> <S>
Preferred Stocks -- .30%
1,401 79,420 80,821 Atlantic Gulf Communities Corp.

Convertible Preferred Stocks -- .21%
2,003 55,647 57,650 Atlantic Gulf Communities Corp

Warrants -- .01%
0 223,056 223,056 Atlantic Gulf Communities Corp Class A, B & C
expiring 6/24/01
8,436 111,294 119,730 Atlantic Gulf Communities Corp Class A, B & C
expiring 6/23/04

Total Warrants
<CAPTION>
Par Value
(000)
------------------------------------------------------
<C> <C> <C> <S>
Convertible Debentures -- .01%
$0 $2,262 $2,262 Brookfield Properties Corp. Installment Receipts

Short-Term Securities -- 2.16%
$459 $0 $459 Chase Securities, Inc., 2.60%, dated 12/31/99,
due 1/3/00, to be repurchased at $459,
collateralized by U.S. Treasury Notes,
6.125%, due 12/31/01

$0 $3,475 $3,475 Warburg Dillon Read, 2.60%, dated 12/31/99,
due 1/3/00, to be repurchased at $3,478
collateralized by U.S. Treasury Notes,
6.125%, due 12/31/01

Total Short-Term Investments

Total Investments -- 100%
(Cost $17,896 and $164,960, respectively)

</TABLE>

<S> <C> <C> <C>
Preferred Stocks -- .30%
Atlantic Gulf Communities Corp. 8 476 484

Convertible Preferred Stocks -- .21%
Atlantic Gulf Communities Corp 12 334 346

Warrants -- .01%
Atlantic Gulf Communities Corp Class A, B & C 0 9 9
expiring 6/24/01
Atlantic Gulf Communities Corp Class A, B & C 0 4 4
expiring 6/23/04
----------------------------------------------------------------
Total Warrants 0 13 13

Convertible Debentures -- .01%
Brookfield Properties Corp. Installment Receipts 0 1,755 1,755

Short-Term Securities -- 2.16%
Chase Securities, Inc., 2.60%, dated 12/31/99,
due 1/3/00, to be repurchased at $459,
collateralized by U.S. Treasury Notes,
6.125%, due 12/31/01 459 0 459

Warburg Dillon Read, 2.60%, dated 12/31/99,
due 1/3/00, to be repurchased at $3,478
collateralized by U.S. Treasury Notes,
6.125%, due 12/31/01 0 3,475 3,475
----------------------------------------------------------------
Total Short-Term Investments 459 3,475 3,934
----------------------------------------------------------------

Total Investments -- 100%
(Cost $17,896 and $164,960, respectively) $15,849 $147,397 $163,246
================================================================
</TABLE>

2
<PAGE>

The Universal Institutional Funds, Inc. ("TUIF")
Pro Forma Combined Statement of Assets & Liabilities
December 31, 1999 (Unaudited)

<TABLE>
<CAPTION>
--------------------------------------------------------------
VKLIT
TUIF U.S. Real Pro Forma
U.S. Real Estate Estate Securities Combined
Portfolio Portfolio Adjustments Portfolio
(000) (000) (000) (000)
--------------------------------------------------------------
Assets
<S> <C> <C> <C> <C>
Investments, at Cost -- see accompanying Schedule of Investments $17,896 $164,960 $0 $182,856
==============================================================
Investments, at Value 15,849 147,397 0 163,246
Cash 8 1,442 0 1,450
Dividends Receivable 138 1,508 0 1,646
Receivable for Portfolio Shares Sold 59 50 0 109
Due from Advisor 9 0 0 9
Interest Receivable 0 48 0 48
Unamortized Organization Costs 0 1 (1) 0
Other 1 7 0 8
--------------------------------------------------------------
Total Assets 16,064 150,453 (1) 166,516

Liabilities
Payable for Portfolio Shares Redeemed 34 626 0 660
Shareholder Reporting Expense Payable 32 17 0 49
Professional Fees Payable 19 21 0 40
Custodian Fees Payable 9 12 0 21
Administrative Fees Payable 4 27 0 31
Investment Advisory Fees Payable 0 119 0 119
Trustees' Deferred Compensation and Retirement Plans 0 52 0 52
--------------------------------------------------------------

Total Liabilities 98 874 0 972
--------------------------------------------------------------

Net Assets $15,966 $149,579 ($1) $165,544
==============================================================

Net Assets Consist Of:
Paid-In Capital $18,497 $169,607 $0 $188,104
Undistributed Net Investment Income 129 6,546 (1) 6,674
Accumulated Net Realized Loss (613) (9,009) 0 (9,622)
Unrealized Depreciation on Investments (2,047) (17,565) 0 (19,612)
--------------------------------------------------------------
Net Assets $15,966 $149,579 ($1) $165,544
==============================================================

Net Asset Value Per Share
Net Assets $15,966 $149,579 ($1) $165,544
Shares Outstanding 1,751,924 12,090,590 16,419,239 18,171,163
--------------------------------------------------------------
Net Asset Value Per Share $9.11 $12.37 $9.11
==============================================================
</TABLE>

See Notes to Pro Forma Combined Financial Statements

3
<PAGE>

The Universal Institutional Funds, Inc. ("TUIF")
Pro Forma Combined Statement of Operations
December 31, 1999 (Unaudited)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
TUIF VKLIT Pro Forma
U.S. Real Estate U.S. Real Estate Securities Combined
Portfolio Portfolio Adjustments Portfolio
(000) (000) (000) (000)
------------------------------------------------------------------------------

Investment Income
<S> <C> <C> <C> <C>
Dividends $906 $8,282 $0 $9,188
Interest 24 234 0 258
------------------------------------------------------------------------------
Total Investment Income 930 8,516 0 9,446

Expenses
Investment Advisory Fees 121 1,761 (558) (b) 1,324
Less: Fees Waived (121) (39) 73 (e) (87)
Shareholder Reporting 81 25 (16) (f) 90
Administrative Fees 38 84 292 (d) 414
Professional Fees 28 33 (30) (f) 31
Custodian Fees 12 47 (29) (f) 30
Less: Credits Earned on Cash Balances 0 (7) 7 (f) 0
Directors' Fees and Expenses 1 26 (23) (f) 4
Amortization of Org. Costs 0 1 1 (f) 2
Other 7 6 3 (f) 16
------------------------------------------------------------------------------
Net Expenses 167 1,937 (280) 1,824
------------------------------------------------------------------------------

Net Investment Income 763 6,579 280 7,622

Net Realized Loss on:
Investments Sold (191) (2,237) 0 (2,428)
------------------------------------------------------------------------------

Change in Unrealized Appreciation/Depreciation on:
Investments (1,047) (10,040) 0 (11,087)
------------------------------------------------------------------------------

Net Realized Loss and Change in
Unrealized Appreciation/Depreciation (1,238) (12,277) 0 (13,515)
------------------------------------------------------------------------------

Net Decrease in Net Assets Resulting from Operations ($475) ($5,698) $280 ($5,893)
==============================================================================
</TABLE>

See Notes to Pro Forma Combined Financial Statements

4
<PAGE>

The Universal Institutional Funds, Inc. ("TUIF")
Notes to the Pro Forma Financial Statements
December 31, 1999 (Unaudited)

Pro forma financial information is intended to provide shareholders of TUIF U.S.
Real Estate Portfolio and VKLIT U.S. Real Estate Securities Portfolio with
information about the impact of the proposed merger by indicating how the merger
might have affected the information had the merger been consummated as of
December 31, 1999.

The pro forma combined statements of assets and liabilities and of operations as
of December 31, 1999 have been prepared to reflect the merger of TUIF U.S. Real
Estate Portfolio and VKLIT U.S. Real Estate Securities Portfolio after giving
effect to pro forma adjustments described in the notes below.

(a) Acquisition by TUIF U.S. Real Estate Portfolio of VKLIT U.S. Real Estate
Securities Portfolio and issuance of TUIF U.S. Real Estate Portfolio shares in
exchange for all of the outstanding shares of VKLIT U.S. Real Estate Portfolio.

(b) Investment Advisory fees were adjusted to reflect the application of the fee
structure for TUIF U.S. Real Estate Portfolio (0.80% of the first $500 million
of average daily net assets, 0.75% of the next $500 million of average daily net
assets and 0.70% of average daily net assets in excess of $1 billion).

(d) Administration fees were adjusted to reflect the application of the fee
structure for TUIF U.S. Real Estate Portfolio (0.25% of average daily net
assets).

(e) Waiver of investments advisory fees was adjusted to reflect the advisor's
commitment to voluntarily waive fees when total operating expenses are in excess
of 1.10% of average daily net assets.

(f) Certain pro forma basis expenses reflect actual expenses incurred by the
individual Portfolios, adjusted to reflect estimated cost savings arising from
the merger or, in some cases, additional costs.

5
<PAGE>

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORM N-14

PART C

OTHER INFORMATION

Item 15. Indemnification.

Reference is made to Article SEVEN of the Registrant's Articles of
Incorporation. Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission (the "SEC") such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim of indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

Item 16. Exhibits.

(1)(a) Articles of Incorporation are incorporated by reference to
Exhibit 1(a) to the Registrant's Registration Statement on Form
N-1A (File Nos. 333-3013 and 811-7607), as filed with the
SEC via EDGAR (Accession #0000950109-96-002517) on May 1, 1996.

(1)(b) Articles of Amendment to Articles of Incorporation (changing
"Growth Portfolio" to "Equity Growth Portfolio") are
incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 2 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
SEC via EDGAR (Accession #0000950109-97-004685) on June 24,
1997.

(1)(c) Articles Supplementary to Articles of Incorporation (Adding
Latin American Portfolio and increasing number of authorized
shares) are incorporated by reference to Exhibit 1(c) to Post-
Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-3013 and 811-7607), as
<PAGE>

filed with the SEC via EDGAR (Accession #0001036050-98-
00610) on April 15, 1998.

(1)(d) Articles of Amendment to Articles of Incorporation (changing
name of Fund and one of the investment advisers) are
incorporated by reference to Exhibit (a)(4) to Post-Effective
Amendment No. 7 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
SEC via EDGAR (Accession #0001036050-99-000128) on January 29,
1999.

(1)(e) Articles Supplementary to Articles of Incorporation (adding
Active International Allocation Portfolio) are incorporated by
reference to Exhibit (a)(5) to Post-Effective Amendment No. 10
to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-99-001484) on July 16, 1999.

(1)(f) Articles Supplementary to Articles of Incorporation (adding
Technology and Targeted Duration Portfolios) are incorporated
by reference to Exhibit (6) to Post-Effective Amendment No. 12
to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-00-000607) on April 12, 2000.

(1)(g) Form of Articles of Amendment to Articles of Incorporation
(changing name of Fund) are incorporated by reference to
Exhibit (7) to Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-00-000607) on April 12, 2000.

(2) By-Laws are incorporated by reference to Exhibit 2 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0000950109-96-002517) on May 1, 1996.

(3) Not applicable.

(4) Form of Agreement and Plan of Reorganization and Liquidation is
filed herewith.

(5) Not applicable.

(6)(a) Investment Advisory Agreement between Registrant and Morgan
Stanley Asset Management Inc. ("MSAM") with respect to the
Money Market, Emerging Markets Debt, Equity Growth, U.S. Real
Estate, Global Equity, International Magnum, Emerging Markets
Equity and Asian Equity Portfolios is incorporated by reference
to Exhibit 5(a) to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-
<PAGE>

98-000074) on January 28, 1998.

(6)(b) Investment Advisory Agreement between Registrant and Miller
Anderson & Sherrerd, LLP ("MAS") with respect to the Fixed
Income, High Yield, International Fixed Income, Balanced,
Multi-Asset-Class, Value, Core Equity, Mid Cap Growth and Mid
Cap Value Portfolios is incorporated by reference to Exhibit
(d)(2) to Post-Effective Amendment No. 7 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and
811-7607), as filed with the SEC via EDGAR (Accession
#0001036050-99-000128) on January 29, 1999.

(6)(c) Supplement to Investment Advisory Agreement (adding Latin
American Portfolio) is incorporated by reference to Exhibit
5(c) to Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and
811-7607), as filed with the SEC via EDGAR (Accession
#0001036050-98-000610) on April 15, 1998.

(6)(d) Supplement to Investment Advisory Agreement (adding Active
International Allocation Portfolio) is incorporated by
reference to Exhibit (d)(4) to Post-Effective Amendment No. 10
to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-99-001484) on July 16, 1999.

(6)(e) Supplement to Investment Advisory Agreement between Registrant
and Morgan Stanley Dean Witter Investment Management Inc.
(adding Technology Portfolio) is incorporated by reference to
Exhibit (d)(5) to Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-00-000607) on April 12, 2000.

(6)(f) Supplement to Investment Advisory Agreement between Registrant
and Miller Anderson & Sherrerd, LLP (adding Targeted Duration
Portfolio) is incorporated by reference to Exhibit (d)(6) to
Post-Effective Amendment No. 12 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and
811-7607), as filed with the SEC via EDGAR (Accession
#0001036050-00-000607) on April 12, 2000.

(6)(g) Sub-Advisory Agreement (relating to the Money Market Portfolio)
between the Registrant and Morgan Stanley Dean Witter Advisors
Inc. is incorporated by reference to Exhibit (d)(7) to Post-
Effective Amendment No. 12 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-3013 and 811-7607), as
filed with the SEC via EDGAR (Accession #0001036050-00-000607)
on April 12, 2000.

(7) Distribution Agreement between Registrant and Morgan Stanley &
Co. Incorporated is incorporated by reference to Exhibit 6 to
Post-Effective
<PAGE>

Amendment No. 6 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
SEC via EDGAR (Accession #0001036050-98-000610) on April
15, 1998.

(8) Deferred Compensation Plan for the Universal Institutional
Funds, Inc. Board of Directors is filed herewith.

(9)(a) Domestic Mutual Fund Custody Agreement between Registrant and
Chase Manhattan Bank, N.A. is incorporated by reference to
Exhibit (g)(1) to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-99-000715) on April 1, 1999.

(9)(b) International Custody Agreement between the Registrant and
Morgan Stanley Trust Company (as assumed by The Chase Manhattan
Bank) is incorporated by reference to Exhibit (g)(2) to Post-
Effective Amendment No. 12 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-3013 and 811-7607), as
filed with the SEC via EDGAR (Accession #0001036050-00-
000607) on April 12, 2000.

(10) Not applicable.

(11) Opinion and Consent of Morgan, Lewis & Bockius LLP that shares
will be validly issued, fully paid and non-assessable is filed
herewith.

(12) Opinion and Consent of Morgan, Lewis & Bockius LLP as to tax
matters and consequences is filed herewith.

(13)(a) Administration Agreement between the Registrant and Morgan
Stanley Asset Management Inc. is incorporated by reference to
Exhibit (h)(1) to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the SEC via EDGAR
(Accession #0001036050-99-000715) on April 1, 1999.

(13)(b) Administration Agreement between the Registrant and Miller
Anderson & Sherrerd, LLP is incorporated by reference to
Exhibit (h)(2) to the Registrant's Post-Effective Amendment
No. 8 to the Registrant's Registration Statement on Form N-1A
(File Nos. 333-3013 and 811-7607), as filed with the SEC via
EDGAR (Accession #0001036050-99-000715) on April 1, 1999.

(13)(c) Sub-Administration Agreement between Morgan Stanley Asset
Management Inc. and Chase Global Funds Services Company is
incorporated by reference to Exhibit (h)(3) to Post-Effective
Amendment No. 7 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
SEC via EDGAR (Accession #0001036050-99-000128) on January 29,
1999.
<PAGE>

(13)(d) Sub-Administration Agreement between Miller Anderson &
Sherrerd, LLP and Chase Global Funds Services Company is
incorporated by reference to Exhibit (h)(4) to Post-Effective
Amendment No. 8 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
SEC via EDGAR (Accession #0001036050-99-000715) on April 1,
1999.

(14)(a) Consent of PricewaterhouseCoopers LLP is filed herewith.

(14)(b) Consent of PricewaterhouseCoopers LLP is filed herewith.

(15) Not applicable.

(16) Powers of Attorney for Barton M. Biggs, Frederick O.
Robertshaw, Fergus Reid, Belinda A. Brady, John D. Barrett II,
John Levin, Samuel T. Reeves, Andrew McNally IV, Gerard E.
Jones, Graham Jones, and William Morton are incorporated by
reference to Exhibit (q) to the Registrant's Post-Effective
Amendment No. 12 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
Commission via EDGAR (Accession #0001036050-00-000607) on April
12, 2000.

(17)(a) Prospectus for The Universal Institutional Funds, Inc. U.S.
Real Estate Portfolio dated May 1, 2000 is filed herewith.

(17)(b) Statement of Additional Information for The Universal
Institutional Funds, Inc. dated May 1, 2000 is filed herewith.

(17)(c) Prospectus for Van Kampen Life Investment Trust Morgan Stanley
Real Estate Securities Portfolio dated April 28, 2000 is filed
herewith.

(17)(d) Statement of Additional Information for Van Kampen Life
Investment Trust dated April 28, 2000 is filed herewith.

(17)(e) Annual Report dated December 31, 1999 for The Universal
Institutional Funds, Inc. U.S. Real Estate Portfolio is filed
herewith.

(17)(f) Annual Report dated December 31, 1999 for Van Kampen Life
Investment Trust is filed herewith.

Item 17. Undertakings.

(1) The registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the
<PAGE>

information called for by the other items of the applicable form.

(2) The registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 this Registration Statement has been
signed on behalf of the Registrant in the City of New York and State of New York
on June 12, 2000.

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Registrant

By: /s/ Harold J. Schaaff, Jr.,
---------------------------
Harold J. Schaaff, Jr., President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacity on the dates
indicated.

/s/ Harold J. Schaaff, Jr., President June 12, 2000
--------------------------------
Harold J. Schaaff, Jr.

* Director (Chairman) June 12, 2000
--------------------------------
Barton M. Biggs

* Director June 12, 2000
--------------------------------
John D. Barrett, II

* Director June 12, 2000
--------------------------------
Gerard E. Jones

* Director June 12, 2000
--------------------------------
Graham Jones

* Director June 12, 2000
--------------------------------
John Levin

* Director June 12, 2000
--------------------------------
Andrew McNally, IV

* Director June 12, 2000
--------------------------------
William Morton

* Director June 12, 2000
--------------------------------
Samuel T. Reeves

* Director June 12, 2000
--------------------------------
Fergus Reid

* Director June 12, 2000
--------------------------------
Frederick O. Robertshaw

/s/ Belinda Anne Brady Treasurer June 12, 2000
--------------------------------
Belinda Anne Brady

*By: /s/ Harold J. Schaaff, Jr.,
---------------------------
Harold J. Schaaff, Jr.
Attorney-in-Fact

C-7
<PAGE>

Exhibit Index

(1)(a) Articles of Incorporation are incorporated by reference to Exhibit
1(a) to Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the Securities and Exchange
Commission via EDGAR (Accession #0000950109-96-002517) on May 1,
1996.

(1)(b) Articles of Amendment to Articles of Incorporation (changing "Growth
Portfolio" to "Equity Growth Portfolio") are incorporated by
reference to Exhibit 1(b) to Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-1A (File Nos. 333-3013
and 811-7607), as filed with the Securities and Exchange Commission
via EDGAR (Accession #0000950109-97-004685) on June 24, 1997.

(1)(c) Articles Supplementary to Articles of Incorporation (Adding Latin
American Portfolio and increasing number of authorized shares) are
incorporated by reference to Exhibit 1(c) to Post-Effective Amendment
No. 6 to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-3013 and 811-7607), as filed with the Securities and
Exchange Commission via EDGAR (Accession #0001036050-98-00610) on
April 15, 1998.

(1)(d) Articles of Amendment to Articles of Incorporation (changing name of
Fund and one of the investment advisers) are incorporated by
reference to Exhibit a(4) to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N-1A (File Nos. 333-3013
and 811-7607), as filed with the Securities and Exchange Commission
via EDGAR (Accession #0001036050-99-000128) on January 29, 1999.

(1)(e) Articles Supplementary to Articles of Incorporation (adding Active
International Allocation Portfolio) are incorporated by reference to
Exhibit (a)(5) to Post-Effective Amendment No. 10 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and 811-
7607), as filed with the Securities and Exchange Commission via EDGAR
(Accession #0001036050-99-001484) on July 16, 1999.

(1)(f) Articles Supplementary to Articles of Incorporation (adding
Technology and Targeted Duration Portfolios) are incorporated by
reference to Exhibit (6) to Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on Form N-1A (File Nos. 333-3013
and 811-7607), as filed with the Securities and Exchange Commission
via EDGAR (Accession #0001036050-00-000607) on April 12, 2000.

(1)(g) Articles Supplementary to Articles of Incorporation (changing name of
Fund) are incorporated by reference to Exhibit (7) to Post-Effective
Amendment No. 12 to the Registrant's Registration Statement on Form
N-1A (File Nos. 333-3013 and 811-7607), as filed with the Securities
and Exchange Commission via

C-8
<PAGE>

EDGAR (Accession #0001036050-00-000607) on April 12, 2000.

(2) By-Laws are incorporated by reference to Exhibit 2 to the
Registrant's Registration Statement on Form N-1A , (File Nos. 333-
3013 and 811-7607), as filed with the Securities and Exchange
Commission via EDGAR (Accession #0000950109-96-002517) on May 1,
1996.

(3) Not applicable.

(4) Form of Agreement and Plan of Reorganization and Liquidation is filed
herewith.

(5) Not applicable.

(6)(a) Investment Advisory Agreement between Registrant and Morgan Stanley
Asset Management Inc. ("MSAM") with respect to the Money Market,
Emerging Markets Debt, Equity Growth, U.S. Real Estate, Global
Equity, International Magnum, Emerging Markets Equity and Asian
Equity Portfolios is incorporated by reference to Exhibit 5(a) to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A, (File Nos. 333-3013 and 811-7607), as filed
with the Securities and Exchange Commission via EDGAR (Accession
#0001036050-98-000074) on January 28, 1998.

(6)(b) Investment Advisory Agreement between Registrant and Miller Anderson
& Sherrerd, LLP ("MAS") with respect to the Fixed Income, High Yield,
International Fixed Income, Balanced, Multi-Asset-Class, Value, Core
Equity, Mid Cap Growth and Mid Cap Value Portfolios is incorporated
by reference to Exhibit d(2) to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N-1A (File Nos. 333-3013
and 811-7607), as filed with the Securities and Exchange Commission
via EDGAR (Accession #0001036050-99-000128) on January 29, 1999.

(6)(c) Supplement to Investment Advisory Agreement (adding Latin American
Portfolio) is incorporated by reference to Exhibit 5(c) to Post-
Effective Amendment No. 6 to the Registrant's Registration Statement
on Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
Securities and Exchange Commission via EDGAR (Accession #0001036050-
98-000610) on April 15, 1998.

(6)(d) Supplement to Investment Advisory Agreement (adding Active
International Allocation Portfolio) is incorporated by reference to
Exhibit (d)(4) to Post-Effective Amendment No. 10 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and 811-
7607), as filed with the Securities and Exchange Commission via EDGAR
(Accession #0001036050-99-001484) on July 16, 1999.

C-9
<PAGE>

(6)(e) Supplement to Investment Advisory Agreement between Registrant and
Morgan Stanley Dean Witter Investment Management Inc. (adding
Technology Portfolio) is incorporated by reference to Exhibit (d)(5)
to Post-Effective Amendment No. 12 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-3013 and 811-7607), as filed
with the Securities and Exchange Commission via EDGAR (Accession
#0001036050-00-000607) on April 12, 2000.

(6)(f) Supplement to Investment Advisory Agreement between Registrant and
Miller, Anderson & Sherrerd, LLP (adding Targeted Duration Portfolio)
is incorporated by reference to Exhibit (d)(6) to Post-Effective
Amendment No. 12 to the Registrant's Registration Statement on Form
N-1A (File Nos. 333-3013 and 811-7607), as filed with the Securities
and Exchange Commission via EDGAR (Accession #0001036050-00-000607)
on April 12, 2000.

(6)(g) Sub-Advisory Agreement (relating to the Money Market Portfolio)
between the Registrant and Morgan Stanley Dean Witter Advisors Inc.
is incorporated by reference to Exhibit (d)(7) to Post-Effective
Amendment No. 12 to the Registrant's Registration Statement on Form
N-1A (File Nos. 333-3013 and 811-7607), as filed with the Securities
and Exchange Commission via EDGAR (Accession #0001036050-00-000607)
on April 12, 2000.

(7) Distribution Agreement between Registrant and Morgan Stanley & Co.
Incorporated is incorporated by reference to Exhibit 6 to the
Registrant's Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and 811-
7607), as filed with the Securities and Exchange Commission via EDGAR
(Accession #0001036050-98-000610) on April 15, 1998.

(8) Deferred Compensation Plan for the Universal Institutional Funds,
Inc. Board of Directors is filed herewith.

(9)(a) Domestic Mutual Fund Custody Agreement between Registrant and Chase
Manhattan Bank, N.A. is incorporated by reference to Exhibit (g)(1)
to the Registrant's Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A (File Nos. 333-3013
and 811-7607), as filed with the Securities and Exchange Commission
via EDGAR (Accession #0001036050-99-000715) on April 1, 1999.

(9)(b) International Custody Agreement between the Registrant and Morgan
Stanley Trust Company (as assumed by The Chase Manhattan Bank) is
incorporated by reference to Exhibit (g)(2) to the Registrant's Post-
Effective Amendment No 12 to the Registrant's Registration Statement
on Form N-1A (File Nos. 333-3013 and 811-7607), as filed with the
Securities and Exchange Commission via EDGAR (Accession #0001036050-
00-000607) on April 12, 2000.

C-10
<PAGE>

(10) Not applicable.

(11) Opinion and Consent of Morgan, Lewis & Bockius LLP that shares will
be validly issued, fully paid and non-assessable is filed herewith.

(12) Opinion and Consent of Morgan, Lewis & Bockius LLP as to tax matters
and consequences is filed herewith.

(13)(a) Administration Agreement between the Registrant and Morgan Stanley
Asset Management Inc. is incorporated by reference to Exhibit h(1) to
the Registrant's Post-Effective Amendment No. 8 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and 811-
7607), as filed with the Securities and Exchange Commission via EDGAR
(Accession #0001036050-99-000715) on April 1, 1999.

(13)(b) Administration Agreement between the Registrant and Miller, Anderson
& Sherrerd, LLP is incorporated by reference to Exhibit h(2) to the
Registrant's Post-Effective Amendment No. 8 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and 811-
7607), as filed with the Securities and Exchange Commission via EDGAR
(Accession #0001036050-99-000715) on April 1, 1999.

(13)(c) Sub-Administration Agreement between Morgan Stanley Asset Management
Inc. and Chase Global Funds Services Company is incorporated by
reference to Exhibit h(3) to the Registrant's Post-Effective
Amendment No. 7 to the Registrant's Registration Statement on Form N-
1A (File Nos. 333-3013 and 811-7607), as filed with the Securities
and Exchange Commission via EDGAR (Accession #0001036050-99-000128)
on January 29, 1999.

(13)(d) Sub-Administration Agreement between Miller Anderson & Sherrerd, LLP
and Chase Global Funds Services Company is incorporated by reference
to Exhibit (h)(4) to the Registrant's Post-Effective Amendment No. 8
to the Registrant's Registration Statement on Form N-1A (File Nos.
333-3013 and 811-7607), as filed with the Securities and Exchange
Commission via EDGAR (Accession #0001036050-99-000715) on April 1,
1999.

(14)(a) Consent of PricewaterhouseCoopers LLP is filed herewith.

(14)(b) Consent of PricewaterhouseCoopers LLP is filed herewith.

(15) Not applicable.

(16) Powers of Attorney for Barton M. Biggs, Frederick O. Robertshaw,
Fergus Reid, Belinda A. Brady, John D. Barrett II, John Levin, Samuel
T. Reeves, Andrew McNally IV, Gerard E. Jones, Graham Jones, and
William Morton are incorporated by reference to Exhibit (q) to the
Registrant's Post-Effective Amendment No 12 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-3013 and 811-
7607), as filed with the Securities and Exchange

C-11
<PAGE>

Commission via EDGAR (Accession #0001036050-00-000607) on April 12,
2000.

(17)(a) Prospectus for The Universal Institutional Funds, Inc. U.S. Real
Estate Portfolio dated May 1, 2000 is filed herewith.

(17)(b) Statement of Additional Information for The Universal Institutional
Funds, Inc. dated May 1, 2000 is filed herewith.

(17)(c) Prospectus for Van Kampen Life Investment Trust Morgan Stanley Real
Estate Securities Portfolio dated April 28, 2000 is filed herewith.

(17)(d) Statement of Additional Information for Van Kampen Life Investment
Trust dated April 28, 2000 is filed herewith.

(17)(e) Annual Report dated December 31, 1999 for The Universal Institutional
Funds, Inc. U.S. Real Estate Portfolio is filed herewith.

(17)(f) Annual Report dated December 31, 1999 for Van Kampen Life Investment
Trust is filed herewith.

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