MORGAN STANLEY INSTITUTIONAL FUND INC
497, 1995-09-06
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                       SUPPLEMENT DATED SEPTEMBER 5, 1995

                    MORGAN STANLEY INSTITUTIONAL FUND, INC.
                                 P.O. BOX 2798
                             BOSTON, MASSACHUSETTS
                                   02208-2798
                                 -------------

    Each   of  the  prospectuses  dated  May  1,  1995  of  the  Global  Equity,
International Equity, International  Small Cap, Asian  Equity, European  Equity,
Japanese  Equity,  Latin American,  Equity  Growth, Emerging  Growth, Aggressive
Equity, Active Country Allocation, Fixed Income, Global Fixed Income,  Municipal
Bond,   Mortgage-Backed  Securities,  High  Yield,  Real  Yield,  Money  Market,
Municipal Money Market, Emerging Markets, Emerging Markets Debt, Small Cap Value
Equity, Value  Equity,  Balanced  and  Gold Portfolios  of  the  Morgan  Stanley
Institutional Fund, Inc. (the "Fund") and the prospectus dated February 10, 1995
of   the  U.S.  Real  Estate  Portfolio  of  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" 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 Investments -- 2)  By Federal Funds Wire" 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 Investments  -- 2) By  Federal Funds Wire"  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 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


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