<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Equity Growth,
Emerging Growth and Aggressive Equity Portfolios of the Morgan Stanley
Institutional Fund, Inc. (the "Fund") is hereby amended and supplemented,
effective on September 1, 1995, by the following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 22 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 24 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "By Federal Funds Wire" on page 24 is deleted and replaced by the
following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 32 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Global Equity,
International Equity, International Small Cap, Asian Equity, European Equity,
Japanese Equity and Latin American Portfolios of the Morgan Stanley
Institutional Fund, Inc. (the "Fund") is hereby amended and supplemented,
effective on September 1, 1995, by the following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 34 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 15 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "Initial Purchases Directly From the Fund -- 2) By Federal Funds
Wire" on page 37 is deleted and replaced by the following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 44 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Active Country
Allocation Portfolio of the Morgan Stanley Institutional Fund, Inc. (the "Fund")
is hereby amended and supplemented, effective on September 1, 1995, by the
following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 14 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 15 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "Initial Purchases Directly From the Fund -- 2) By Federal Funds
Wire" on page 15 is deleted and replaced by the following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 23 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Fixed Income,
Global Fixed Income, Municipal Bond, Mortgage-Backed Securities, High Yield,
Money Market and Municipal Money Market Portfolios of the Morgan Stanley
Institutional Fund, Inc. (the "Fund") is hereby amended and supplemented,
effective on September 1, 1995, by the following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 28 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 30 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "Initial Purchases Directly From the Fund -- 2) By Federal Funds
Wire" on page 30 is deleted and replaced by the following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 40 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Emerging Markets
and Emerging Markets Debt Portfolios of the Morgan Stanley Institutional Fund,
Inc. (the "Fund") is hereby amended and supplemented, effective on September 1,
1995, by the following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 23 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 24 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "Initial Purchases Directly From the Fund -- 2) By Federal Funds
Wire" on page 24 is deleted and replaced by the following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 32 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Small Cap Value
Equity, Value Equity and Balanced Portfolios of the Morgan Stanley Institutional
Fund, Inc. (the "Fund") is hereby amended and supplemented, effective on
September 1, 1995, by the following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 17 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 19 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "Initial Purchases Directly From the Fund -- 2) By Federal Funds
Wire" on page 19 is deleted and replaced by the following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 27 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated May 1, 1995 (the "Prospectus") of the Gold Portfolio of
the Morgan Stanley Institutional Fund, Inc. (the "Fund") is hereby amended and
supplemented, effective on September 1, 1995, by the following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 16 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -- 2) By Federal
Funds Wire" on page 18 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "Initial Purchases Directly From the Fund -- 2) By Federal Funds
Wire" on page 18 is deleted and replaced by the following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 26 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE PROSPECTUS DATED FEBRUARY 10, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The prospectus dated February 10, 1995 (the "Prospectus") of the U.S. Real
Estate Portfolio of the Morgan Stanley Institutional Fund, Inc (the "Fund") is
hereby amended and supplemented, effective on September 1, 1995, by the
following:
The first two sentences of the second paragraph under the heading
"Administrator" on page 14 are deleted and replaced by the following:
In a merger completed on September 1, 1995, the Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the
U.S. Trust Administration Agreement between the Adviser and the United
States Trust Company of New York ("U.S. Trust"), pursuant to which U.S.
Trust had agreed to provide certain administrative services to the Fund.
Pursuant to a delegation clause in the U.S. Trust Administration
Agreement, U.S. Trust delegated its administration responsibilities to
Mutual Funds Service Company ("MFSC"), which after the merger with Chase
is a subsidiary of Chase and will continue to provide certain
administrative services to the Fund.
--------------
The information in paragraph "2)B." of the "Purchase of Shares" section
under the heading "Initial Purchases Directly From the Fund -2) By Federal Funds
Wire" on page 15 is deleted and replaced by the following:
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)
Please call the Fund at 1-800-548-7786 prior to wiring funds.
--------------
The language in paragraph "2)C." of the "Purchase of Shares" section under
the heading "By Federal Funds Wire" on page 15 is deleted and replaced by the
following:
Federal Funds purchase orders will be accepted only on a day on which
the Fund and Chase (the "Custodian Bank") are open for business. Your
bank may charge a service fee for wiring funds.
--------------
The first sentence under the heading "Custodian" in the "General
Information" section on page 23 is deleted and replaced by the following:
As of September 1, 1995, domestic securities and cash are held by the
Chase Manhattan Bank, N.A., New York, which replaced United States Trust
Company of New York, New York, as the Fund's domestic custodian.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED AUGUST 31, 1995
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
-------------
The Statement of Additional Information dated May 1, 1995 (the "SAI") of the
Morgan Stanley Institutional Fund, Inc. (the "Fund") is hereby amended and
supplemented by adding the following indices to page 35 in the "Prospectus
Information" section under the heading "Comparisons":
(cc) Morgan Stanley Capital International Emerging Markets Global Latin
American Index -- an unmanaged, arithmetic market value weighted
average of the performance of over 196 securities on the stock
exchanges of Argentina, Brazil, Chile, Columbia, Mexico, Peru and
Venezuela (Assumes reinvestment of dividends).
(dd) National Association of Real Estate Investment Trusts (NAREIT)
Index -- an unmanaged market weighted index of tax qualified REITS
(excluding healthcare REITS) listed on the New York Stock Exchange,
American Stock Exchange and the NASDAQ National Market System
including dividends.
(ee) The Lehman 7 Year Municipal Bond Index -- an unmanaged index which
consists of investment grade bonds with maturities between 6-8 years
rated B, AA or better. All bonds have been taken from deals done
within the last 5 years, with assets of $50 million or larger.
(ff) EMBI+ -- Expanding on the EMBI, which includes only Bradys, the
EMBI+ includes a broader group of Brady Bonds, loans, Eurobonds and
U.S. Dollar local markets instruments. A more comprehensive benchmark
than EMBI, the EMBI+ covers 49 instruments from 14 countries. At $96
billion, its market cap is nearly 50% higher than the EMBI's. The
EMBI+ is not, however, intended to replace the EMBI but rather to
complement it. The EMBI continues to represent the most liquid, most
easily traded segment of the market, while the EMBI+ represents the
broader market, including more of the assets that investors typically
hold in their portfolios. Both of these indices are published daily.
