Exhibit 77H
On March 17, 2014, shareholders of Xxxxxx Xxxxxxx Variable
Investment Series (the "Fund") approved an Agreement and
Plan of Reorganization by and between the Fund, on behalf of
its series Global Infrastructure Portfolio (the "Portfolio") and
The Universal Institutional Funds, Inc., on behalf of its newly
created series Global Infrastructure Portfolio ("UIF Global
Infrastructure"), pursuant to which substantially all of the
assets and liabilities of the Portfolio would be transferred to
UIF Global Infrastructure in exchange for shares of UIF Global
Infrastructure and pursuant to which the Portfolio will be
liquidated and terminated (the "Reorganization"). Each Class
X shareholder of the Portfolio will receive Class I shares of UIF
Global Infrastructure and each Class Y shareholder of the
Portfolio will receive Class II shares of UIF Global
Infrastructure. It is anticipated that the Reorganization will be
consummated on or about April 28, 2014. Effective as of the
close of business on April 24, 2014, the Fund will suspend the
continuous offering of Class X shares and Class Y shares of the
Portfolio and thus, no further purchases of Class X shares or
Class Y shares of the Portfolio may be made by investors.
