MORGAN STANLEY INSTITUTIONAL FUND INC, DEFS14A, 1995-05-30

MORGAN STANLEY INSTITUTIONAL FUND INC
DEFS14A, 1995-05-30

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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934

[ X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Morgan Stanley Institutional Fund, Inc.
(Exact Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1)

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Dated Filed:

(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.

<PAGE>
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. Box 2798
Boston, Massachusetts 02208-2798

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
June 28, 1995

To Our Stockholders:

You are cordially invited to a Special Meeting of Stockholders of Morgan
Stanley Institutional Fund, Inc. (the "Fund") on June 28, 1995, at 1:45 p.m.
(New York Time), in Conference Room 3, at 1221 Avenue of the Americas, 22nd
Floor, New York, New York, 10020, for the purpose of considering the
proposals set forth below and for the transaction of such other business as
may properly be brought before the meeting or any adjournment thereof.

Proposal 1: To consider and act upon a proposal to elect a Board of
Directors (voted on by the stockholders of the Fund as a
whole); and

Proposal 2: To approve or disapprove the voting, in the discretion of the
person or persons named as proxy or proxies, on any other
matters that may properly come before the meeting and that are
deemed appropriate.

The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each stockholder is invited to attend the Special
Meeting of Stockholders in person. Only stockholders of record at the close
of business on May 10, 1995 are entitled to notice of, and to vote at, this
meeting or any adjournment thereof.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS
SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN
YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM
NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO
ITS USE.

VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995

<PAGE>
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. Box 2798
Boston, Massachusetts 02208-2798

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
June 28, 1995

This Proxy Statement is furnished by the Board of Directors of Morgan
Stanley Institutional Fund, Inc. (the "Fund") in connection with their
solicitation of Proxies for use at the Special Meeting of Stockholders of the
Fund (the "Meeting") to be held on Wednesday, June 28, 1995, at 1:45 p.m.
(New York Time), or any adjournment thereof, in Conference Room 3 at 1221
Avenue of the Americas, 22nd Floor, New York, New York, 10020, the principal
executive office of Morgan Stanley Asset Management Inc. ("MSAM" or the
Fund's "Adviser"). The purpose of the Meeting and the matters to be acted
upon are set forth in the accompanying Notice of Special Meeting of
Stockholders. It is expected that the Notice of Special Meeting, the Proxy
Statement and the Proxy Card will be mailed to stockholders on or about May
30, 1995.

If the accompanying Proxy Card ("Proxy") is executed properly and
returned, shares represented by it will be voted at the Meeting in accordance
with the instructions on the Proxy. However, if no instructions are
specified, shares will be voted for the election of the Directors of the Fund
(the "Directors") (Proposal 1) and, in the discretion of the person or
persons named as Proxy or Proxies, for any other matters that may properly
come before the Meeting and that are deemed appropriate (Proposal 2).
Stockholders may revoke their Proxies at any time prior to the time it is
voted by written notice to the Secretary of the Fund or by attendance at the
Meeting.

The close of business on May 10, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at,
the Meeting and at any adjournment thereof. On that date, the portfolios of
the Fund (each, a "Portfolio") had shares of Common Stock outstanding and
entitled to vote as follows:

<TABLE>
<CAPTION>
Portfolio Shares
- - --------------------------------------------------------- -----------------
<S> <C>
Active Country Allocation Portfolio ..................... 13,358,732.449
Aggressive Equity Portfolio ............................. 1,228,282.097
Asian Equity Portfolio .................................. 14,726,506.790
Balanced Portfolio ...................................... 2,221,283.937
Emerging Growth Portfolio ............................... 7,467,010.038
Emerging Markets Portfolio .............................. 67,318,346.603
Emerging Markets Debt Portfolio ......................... 23,907,591.571
Equity Growth Portfolio ................................. 10,039,278.205
European Equity Portfolio ............................... 3,275,518.409
Fixed Income Portfolio .................................. 16,962,910.677
Global Equity Portfolio ................................. 5,547,307.066
Global Fixed Income Portfolio ........................... 8,472,144.526
Gold Portfolio .......................................... 3,096,866.886
High Yield Portfolio .................................... 6,634,981.473

<PAGE>
International Equity Portfolio ......................... 91,570,897.638
International Small Cap Portfolio ...................... 12,585,013.721
Japanese Equity Portfolio .............................. 3,397,022.300
Latin American Portfolio ............................... 1,433,547.787
Money Market Portfolio ................................. 744,937,607.790
Municipal Bond Portfolio ............................... 4,364,054.877
Municipal Money Market Portfolio ....................... 333,298,563.640
Small Cap Value Equity Portfolio ....................... 4,047,325.724
U.S. Real Estate Portfolio ............................. 2,451,755.488
Value Equity Portfolio ................................. 7,854,693.817
</TABLE>

The China Growth and Mortgage-Backed Securities Portfolios have not yet
commenced operations and have no shares of Common Stock outstanding as of the
record date. The Real Yield Portfolio is not currently offering shares and
has no shares of Common Stock outstanding as of the record date. Each full
share will be entitled to one vote at the Special Meeting and each fraction
of a share will be entitled to the fraction of a vote equal to the proportion
of a full share represented by the fractional share.

The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of Proxies will
be largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of the Adviser. The
solicitation of Proxies is also expected to include communications by
employees of Shareholder Communications Corporation, a proxy solicitation
firm expected to be engaged by the Fund at a cost not expected to exceed
$10,000 plus expenses.

The Fund will furnish, without charge, a copy of its annual report for its
fiscal year ended December 31, 1994 to any stockholder requesting such
report. Requests for the annual report should be made in writing to Morgan
Stanley Institutional Fund, Inc., c/o Mutual Funds Service Company, P.O. Box
2798, Boston, Massachusetts 02208-2798, or by calling 1-800-548-7786.

Mutual Funds Service Company is an affiliate of the Fund's administrator,
United States Trust Company of New York, and provides administrative services
to the Fund. United States Trust Company of New York's business address is
770 Broadway, New York, New York, 10003. Mutual Funds Service Company's
business address is 73 Tremont Street, Boston, Massachusetts, 02108.

If you do not expect to be present at the Meeting and wish your shares to
be voted, please date and sign the enclosed proxy and mail it in the enclosed
reply envelope, allowing sufficient time for the card to be received on or
before 1:45 p.m. (New York Time) on June 28, 1995.

PROPOSAL 1:

ELECTION OF DIRECTORS

At the Meeting, it is proposed that nine Directors will be elected to hold
office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all proxies on behalf of the stockholders for the
election of Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew
McNally IV, Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O.
Robertshaw and Frederick B. Whittemore. Messrs. Whittemore, Jones and Olsen,
who are currently members of the Board of Directors, were elected by
stockholders at a special meeting held on November 22, 1994. The six other
nominees, Messrs. Biggs, Barrett, McNally, Reeves, Reid and Robertshaw, have
not previously

2
<PAGE>
been elected by the stockholders and have not previously served on the Board.
John P. Britton, George R. Bunn, Jr., A. Macdonald Caputo and Peter E.
deSvastich have announced their intention to resign from the Board effective
upon the election at the Meeting of the nominees named herein.

On or about the same date of the Meeting, each of the other open-end funds
advised by the Fund's Adviser also is holding a meeting of stockholders at
which, among other things, stockholders of such funds are considering a
proposal to elect as Directors of such funds the same nominees nominated to
be Directors of the Fund. Accordingly, if elected, the nominees for Directors
of the Fund also will act as Directors of the PCS Cash Fund, Inc. and the
Morgan Stanley Fund, Inc. (collectively, with the Fund, the "Open-end Fund
Complex"). The Board of Directors believes that this arrangement will enhance
the ability of the Directors to deal expeditiously with administrative
matters common to the Fund and these other funds, such as evaluating advisory
services provided by the Advisers.

Because the corporation does not hold regular annual stockholder meetings,
each nominee, if elected, will hold office until his successor is elected and
qualified. Under Maryland General Corporation Law, a corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act") is not
required to hold an annual meeting in any year in which the election of
Directors is not required to be acted upon under such Act. The Fund has
availed itself of this provision and will achieve cost savings by eliminating
printing costs, mailing charges and other expenses involved in routine annual
meetings.

Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of stockholders for action by stockholder
vote as may be required by the 1940 Act, or required or permitted by the
Articles of Incorporation and By-Laws of the Fund. In compliance with the
1940 Act, stockholder meetings will be held to elect Directors whenever fewer
than a majority of the Directors holding office have been elected by the
stockholders or, if necessary in the case of filling vacancies, to assure
that at least two-thirds of the Directors holding office after vacancies are
filled have been elected by the stockholders. The Fund may hold stockholder
meetings to approve changes in investment policy, a new investment advisory
agreement or other matters requiring stockholder action under the 1940 Act.

A meeting may also be called by stockholders holding at least 10% of the
shares entitled to vote at the meeting for the purpose of voting upon the
removal of Directors, in which case stockholders may receive assistance in
communicating with other stockholders as if the provisions contained in
Section 16(c) of the 1940 Act applied. In addition, Maryland General
Corporation Law provides for the calling of a special meeting by the written
request of stockholders holding at least 25% of the shares entitled to vote
at the meeting.

Each of the nominees has consented to being named in this Proxy Statement
and to serve as a Director if elected. The Fund knows of no reason why any
nominee would be unable or unwilling to serve if elected. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power to vote for such
person or persons as the management of the Fund may recommend. Directors will
be elected by a majority of stockholders entitled to vote that are present in
person or by Proxy at the Meeting. If you give no voting instructions, your
Shares will be voted for all nominees named herein for Director and in favor
of any remaining proposal described in this proxy statement.

Information Regarding Nominees

The following information is provided for each nominee. It includes his
name, position with the Fund, length of directorship (if applicable), age,
principal occupations or employment during the past five years, directorships
with other companies which file reports periodically with the Securities and
Exchange Commission and the number and percentage of shares of the Fund
beneficially owned. Some or all of the Directors and officers of the Fund may
serve on other registered investment companies to which the Adviser or an
affiliated person of the Adviser provides investment advisory services
(collectively, the "Fund Complex").

3
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Fund
Business Experience During Beneficially
Name and Position the Past Five Years, Including Owned as of
with the Fund Age all Directorships May 10, 1995 Percentage
- - -------------------------- --- --------------------------------------- ---------------- ------------
<S> <C> <C> <C> <C>
Barton M. Biggs* 62 Chairman and Director of Morgan 1,250,499.622 **
Nominee for Director and Stanley Asset Management Inc. and
Chairman of the Board Morgan Stanley Asset Management
Limited; Managing Director of Morgan
Stanley & Co. Incorporated; Director
of Morgan Stanley Group Inc.; Member
of International Advisory Council of
The Thailand Fund; Director and
officer of six funds in the Fund
Complex.

John D. Barrett II 59 Chairman and Director of Barrett 295.820 **
Nominee for Director Associates, Inc.; Director of The
Ashforth Company and Morgan Stanley
Asia-Pacific Fund, Inc.

Gerard E. Jones 58 Partner in Richards & O'Neil; 1,654,405.740 **
Director since September Director of nine funds in the Fund
27, 1988 Complex.

Andrew McNally IV 55 Chairman and Chief Executive Officer 0 **
Nominee for Director of Rand McNally; Director of
Allendale Insurance Co., Mercury
Finance, Zenith Electronics, Hubbell,
Inc., The Latin American Discovery
Fund, Inc. and Morgan Stanley
Asia-Pacific Fund, Inc.

Warren J. Olsen* 38 Principal of Morgan Stanley & Co. 186,002.820 **
Director and President Incorporated; Vice President of
since January 26, 1989 Morgan Stanley Asset Management Inc.;
Director and officer of fourteen
funds in the Fund Complex.

Samuel T. Reeves 50 Co-Chairman of the Board and 80,952.585 **
Nominee for Director President, Dunavant Enterprises,
Inc.; Director, Pacific Gas and
Electric Company and PG&E
Enterprises.

Fergus Reid 62 Chairman and Chief Executive Officer 150,455.705 **
Nominee for Director of LumeLite Corporation; Trustee and
Director of Vista Mutual Fund Group;
Director of five funds in the Fund
Complex.

4
<PAGE>
Shares of the
Fund
Business Experience During Beneficially
Name and Position the Past Five Years, Including Owned as of
with the Fund Age all Directorships May 10, 1995 Percentage
- - -------------------------- --- --------------------------------------- ---------------- ------------

Frederick O. Robertshaw 61 Of Counsel, Bryan, Cave; previously 0 **
Nominee for Director associated with Copple, Chamberlin &
Boehm, P.C. and Rake, Copple, Downey
& Black, P.C.; Director of four funds
in the Fund Complex.

Frederick B. Whittemore* 64 Advisory Director of Morgan Stanley & 0 **
Director and Chairman of Co. Incorporated; Chairman and
the Board since February Director of six funds in the Fund
28, 1991 Complex.
</TABLE>

* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is a
Director and officer of the Adviser. Mr. Olsen is an officer of the
Adviser. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co.
Incorporated, the Fund's Distributor (the "Distributor").

** Less than 1%.

Board Approval of the Election of Directors

By unanimous consent dated May 8, 1995, the Board approved setting the number
of Directors at nine and recommended that stockholders vote for each of the
nominees for Director named herein. In considering the nomination of the
nominees for election as Directors of the Fund, the Directors took into
account the efficiencies in administering the Fund which common Board
composition the Open-end Fund Complex may produce. See "Proposal 1: Election
of Directors."

Stockholder Approval of the Election of Directors

The favorable vote of a majority of shares represented at the Meeting at
which a majority of stockholders entitled to vote is present is required for
the election of the Directors. If the Directors are not approved by the
stockholders of the Fund, the current Board of Directors will consider
alternative nominations.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF THE DIRECTORS.

PROPOSAL 2: TO APPROVE THE VOTING, IN THE DISCRETION OF THE PERSON OR PERSONS
NAMED AS PROXY OR PROXIES, ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING AND THAT ARE DEEMED APPROPRIATE.

While it is anticipated that no matters other than the Proposals set forth
above will come before the meeting for vote of the stockholders, other
matters could potentially be properly brought before the meeting that could
be acted upon by the stockholders of the Fund. As a precaution in case any
such matter should properly come before the meeting for vote of the
stockholders, the stockholders of all the Portfolios may grant the person or
persons named as proxy or proxies to vote in the discretion of such person or
persons with respect to such matters. THE BOARD OF DIRECTORS OF THE FUND
RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL 2.

5
<PAGE>
ADDITIONAL INFORMATION

Directors and Executive Officers

Information about the Fund's current Directors and principal executive
officers, including their names, positions with the Fund, length of such
positions, age, principal occupations or employment during the past five
years, including directorships, and the number of shares of the Fund
beneficially owned, is set forth below. Each officer of the Fund will hold
such office until a successor has been elected by the Board of Directors.

<TABLE>
<CAPTION>
Position Business Experience During Shares of the Fund
With the Past Five Years, Including Beneficially Owned
Name the Fund Age all Directorships as of May 10, 1995**
- - ------------------------ ------------ --- ------------------------------------- --------------------
<S> <C> <C> <C> <C>
Frederick B. Whittemore* Director 64 See "Information Regarding ***
and Nominees."
Chairman of
the Board
since
February
28, 1991.

John P. Britton Director 56 President, C F Management, Inc.; ***
since previously, Senior Vice President
September and Chief Investment Officer,
27, 1988. Trenwick America Corporation.

George R. Bunn, Jr. Director 54 Attorney. ***
since
September
27, 1988.

A. Macdonald Caputo* Director 53 Managing Director, Morgan Stanley & ***
since Co. Incorporated.
September
27, 1988.

Peter E. deSvastich Director 51 President and Chief Executive ***
since April Officer, Westhem International Inc.
7, 1993.

Gerard E. Jones Director 58 See "Information Regarding ***
since Nominees."
September
27, 1988.

Warren J. Olsen* Director 38 See "Information Regarding ***
and Nominees."
President
since
January 26,
1989.

James W. Grisham Vice 53 Principal of Morgan Stanley Asset ***
President Management Inc.; Officer of various
since funds in the Fund Complex.
September
27, 1988.

6
<PAGE>
Position Business Experience During Shares of the Fund
With the Past Five Years, Including Beneficially Owned
Name the Fund Age all Directorships as of May 10, 1995**
- - ------------------------ ------------ --- ------------------------------------- --------------------

Harold J. Schaaff, Jr. Vice 33 Principal of Morgan Stanley & Co.; ***
President General Counsel and Secretary of
since March Morgan Stanley Asset Management
10, 1994. Inc.; Officer of various funds in
the Fund Complex.

Joseph P. Stadler Vice 40 Vice President of Morgan Stanley ***
President Asset Management Inc.; Officer of
since March various funds in the Fund Complex;
10, 1994. Previously with Price Waterhouse
LLP.

Valerie Y. Lewis Secretary 39 Vice President of Morgan Stanley ***
since Asset Management Inc.; Officer of
February various funds in the Fund Complex;
15, 1990. Previously with Citicorp.

Hilary D. Toole Assistant 31 Associated with Morgan Stanley Asset ***
Secretary Management Inc.; Officer of various
since March funds in the Fund Complex;
10, 1994. Previously with Reboul, MacMurray,
Hewitt, Maynard & Kristol.

Karl O. Hartmann Assistant 40 Vice President, Secretary and ***
Secretary General Counsel of Mutual Funds
since March Service Company; previously, Senior
10, 1994. Vice President, Secretary and
General Counsel, Leland, O'Brien,
Rubinstein Associates, Inc.; prior
thereto, Vice President and
Associate General Counsel of The
Boston Company Advisors, Inc.

James R. Rooney Treasurer 36 Assistant Vice President and Manager ***
since of Fund Administration, Mutual Funds
September Service Company; Officer of various
22, 1994. funds in the Fund Complex;
Previously with Scudder, Stevens &
Clark, Inc. and Ernst & Young LLP.
</TABLE>

* "Interested person" within the meaning of the 1940 Act. Mr. Whittemore is
an Advisory Director of Morgan Stanley & Co. Incorporated, the Fund's
Distributor. Mr. Olsen is an officer of the Adviser.

** This information has been provided by each Director and officer of the
Fund.

7
<PAGE>

*** As of May 10, 1995, to Fund management's knowledge, the Directors and
executive officers (14 persons) of the Fund, individually and as a group,
beneficially owned less than 0.05% of the outstanding shares of the Fund or
any Portfolio thereof.

The aggregate compensation paid by the Fund to each of the Fund's
Directors serving during the fiscal year ended December 31, 1994 is set forth
in the compensation table below. The aggregate compensation paid to such
Directors during calendar year 1994 by the Fund Complex is also set forth in
the compensation table below.

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total
Pension or Compensation
Aggregate Retirement From the Fund and
Compensation Benefits Accrued as Fund Complex Paid Number of Funds in
from Part of Fund to Fund Complex for
Name of Person, Position the Fund** Expenses Directors Which Director Serves
- - ------------------------ -------------- ------------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Frederick B. Whittemore $16,800 $0 $57,400 6
John P. Britton 16,500 0 26,600 2
George R. Bunn, Jr. 18,350 0 32,000 2
A. Macdonald Caputo* 0 0 0 2
Gerard E. Jones 15,750 0 80,057 9
Warren J. Olsen* 0 0 0 15***
Peter E. deSvastich 15,750 0 29,958 3
</TABLE>

* Messrs. Caputo and Olsen do not receive any compensation from the Fund or
any other U.S. registered investment company in the Fund Complex for
their services as a director of such investment companies.

** In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to increase the
level of fees payable by the Fund to the Directors. The Fund currently
pays Messrs. Britton, Bunn, Jones and deSvastich an annual fee of $12,000
plus $750 for each meeting of the Board of Directors or a committee of
the Board attended, plus certain out-of-pocket expenses. The Chairman of
the Fund receives $15,000 plus $900 for each meeting of the Board of
Directors. The Fund also pays the Audit Committee Chairman an annual fee
of $1,000 plus $100 for each meeting of the Audit Committee attended. The
fees paid to such Chairman are in addition to the fees the Chairman
receives for serving as a Director. For the fiscal year ended December
31, 1994, the Fund paid aggregate fees and expenses of $83,000 to the
Chairman and Messrs. Britton, Bunn, Jones and deSvastich. If each of the
six nominees named herein who is not an "interested person" is elected at
the Meeting, the Fund would pay annual aggregate fees of $100,200 under
the existing fee arrangement, assuming each such nominee attended all
Board and committee meetings.

Effective immediately following the Meeting, the Open-end Fund Complex
will pay each of the six Directors of the Open-end Fund Complex who is
not an "interested person" an annual aggregate fee of $55,000, plus
out-of-pocket expenses. The Open-end Fund Complex will pay each of the
members of the Fund's Audit Committee, which will consist of the Fund's
Directors who are not "interested persons," an additional annual
aggregate fee of $10,000 for serving on such committee. Such fees will be
allocated among the three funds in the Open-end Fund Complex in direct
proportion to their respective average net assets. For example, under the
new arrangement, the Fund would have paid, based on the average net
assets of the funds in the Open-end Fund Complex at April 30, 1995,
annual aggregate fees of $338,091, including fees payable to members of
the Audit Committee. The level of fees payable by the Fund to its
Directors will be reviewed by the Directors annually and will be
determined on the basis of the average net assets of the Open-end Fund
Complex at the close of each calendar year.

*** During the 1994 calender year, Mr. Olsen terminated his service as a
Director of one of the funds in the Fund Complex.

There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1994. In such fiscal year, all Directors attended at
least 75% of the meetings of the Board of Directors held during their
respective terms.

The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement
of independent accountants and reviews, with the inde-

8
<PAGE>
pendent accountants, the results of the audit engagement and matters having a
material effect on the Fund's financial operations. The members of the Audit
Committee are Messrs. Britton, Bunn, deSvastich and Jones each of whom is not
an "interested person" within the meaning of the 1940 Act. The Audit
Committee met twice during the fiscal year ended December 31, 1994. In such
fiscal year, all members attended at least 75% of the meetings of the Audit
Committee held during their respective terms.

Independent Accountants

A majority of the Fund's Board of Directors who are not "interested persons"
of the Fund have selected Price Waterhouse LLP as the independent accountants of
the Fund for the fiscal year ending December 31, 1995. A representative of Price
Waterhouse LLP is expected to be available by telephone at the Meeting to make a
statement if desired and to be available to respond to appropriate questions
from stockholders.

Beneficial Owners

To the knowledge of Fund Management, as of May 10, 1995, the following were
beneficial owners of 5% or more of the outstanding Shares of the Fund.

<TABLE>
<CAPTION>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------
<S> <C> <C>
Active Country Allocation Portfolio
City of New York Deferred 1,329,941.789 9.8%
Compensation Plan
40 Rector Street, 3rd Floor
New York, NY 10006

The Flinn Foundation 1,072,879.492 7.9%
Northern Trust Company
Attn: Thomas Hackett
Master Trust Department, 7th Floor
P.O. Box 92984
Chicago, IL 60675

Strafe & Co. 933,348.681 6.9%
F/A/O In: Thomson Consumer Electronics
235 West Schrock Road
Attn: Mutual Fund Department
Westerville, OH 43081

Sahara Enterprises, Inc. 869,489.126 6.4%
3 First National Plaza, Suite 2000
Chicago, IL 60602-4260

Presbyterian Church USA FDTN 829,691.426 6.1%
c/o Mr. Dennis J. Murphy
Senior VP & CFO
200 East 12th Street
Jeffersonville, IN 47130

9
<PAGE>

Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------

The Trustees of Columbia University 2,683,814.98 19.8%
in the City of New York
475 Riverside Drive, Suite 401
New York, NY 10115

Aggressive Equity Portfolio
Garland M. Lasater 70,133.46 5.7%
714 Main Street, Suite 2004
Fort Worth, TX 76102

Valassis Enterprises--Equity 245,524.082 20.0%
c/o D. Craig Valassis
1400 North Woodward, Suite 270
Bloomfield Hills, MI 48304-2856

Heinz C. Prechter 156,581.635 12.7%
ASC Incorporated
c/o Mr. David Treadwell
One Heritage Place, Suite 400
Southgate, MI 48195

Bank Morgan Stanley AG 122,419.592 10.0%
Attn: David Edman
Bahnhogstrasse 92
Zurich CH-8023, Switzerland

Asian Equity Portfolio
Association de Bienfaissance et de 1,308,062.983 8.9%
Retraite des Policiers de la Communaute
Urbaine de Montreal
480 Gilford Street
Montreal, Quebec H2J1N3

Balanced Portfolio
The American Roentgen Ray Society 449,526.676 20.2%
Attn: Peter Shavalay
1891 Preston White Drive
Reston, VA 22091-5431

Emerging Growth Portfolio
Northern Trust Company Trustee 1,286,617.547 17.2%
FBO Morgan Stanley Profit Sharing Plan
P.O. Box 92956
Chicago, IL 60675-2956

10
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------

Allendale Mutual Insurance Co. 475,217.638 6.4%
Attn: Thomas H. Clark
P.O. Box 7500
Johnston, RI 02919-0750

Claude Worthington Benedum Foundation 397,471.313 5.3%
Attn: Elizabeth Pusateri, Sec./Asst.
Treas.
1400 Benedum Trees Building
Pittsburgh, PA 15222

Emerging Markets Debt Portfolio
Harris Trust and Savings Bank 1,291,175.734 5.4%
Trustee of T/W John G. Searle Fund
Attn: George Miller, Vice President
111 West Monroe Street
P.O. Box 755
Chicago, IL 60690

Swarthmore College 1,254,705.144 5.2%
Attn: Treasurer
500 College Avenue
Swarthmore, PA 19081-1110

Northwestern University 2,368,286.784 9.9%
Attn: Investment Dept.
633 Clark Street
Evanston, IL 60208-1122

Emerging Markets Portfolio
Ministers & Missionaries Benefit 7,596,659.809 11.3%
Board of the American Baptist Churches
475 Riverside Drive
New York, NY 10115-0049

Ewing Marion Kauffman Charitable 6,185,360.73 9.2%
Remainder Unitrust U/T/A 6/3/88
4900 Oak Street
Kansas City, MO 64112-2776

Equity Growth Portfolio
Northern Trust Company Trustee 3,095,604.543 30.8%
FBO Morgan Stanley Profit Sharing Plan
P.O. Box 92956
Chicago, IL 60675-2956

11
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------

McMahan Furniture Company 542,508.67 5.4%
Attn: Richard A. McMahan
P.O. Box 8000
Carlsbad, CA 92018-8000

European Equity Portfolio
The Feinstein Foundation, Inc. 165,234.046 5.0%
37 Alhambra Circle
Cranston, RI 02905

Fixed Income Portfolio
Northern Trust Company Trustee 3,617,816.697 21.3%
FBO Morgan Stanley Profit Sharing Plan
P.O. Box 92956
Chicago, IL 60675-2956

Brooks School 906,810.058 5.3%
c/o Mr. Frank Marino
North Andover, MA 01845

Global Equity Portfolio
Robert College of Istanbul Turkey 2,389,914.904 43.1%
c/o Morgan Stanley Asset Management
25 Cabot Square
London, England E14 4QA

J M Kaplan Fund, Inc. 629,662.964 11.4%
880 Third Avenue, 3rd Floor
New York, NY 10022-1902

Leonard X. Bosack & 457,262.083 8.2%
Bettie Kruger Foundation
c/o David C. Soward & Capital Inc.
8422 154th Avenue, NE
Redmond, WA 98052

Divtex and Co. FBO 305,044.563 5.5%
Pritchard Hubble and Herr
c/o Texas Commerce Bank
P.O. Box 951405
Dallas, TX 75395-1405

Boston Safe Deposit and Trust Co. 1,145,643.3 20.7%
as Custodian for the MBTA Retirement Fund
99 Summer Street, Suite 1700
Boston, MA 02110

12
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------

Global Fixed Income Portfolio
The Northern Trust Cust 561,727.788 6.6%
FBO Resort Condominiums International
Attn: Margaret Kelly
P.O. Box 92956
Chicago, IL 60675-2956

Northern Trust Company as Custodian 971,093.42 11.5%
FBO The Lund Foundation
P.O. Box 92956
Chicago, IL 60675

Farm Credit Bank Retirement Plan 739,562.21 8.7%
Columbia District American
Industries Trust Co. Trustee
5700 NW Central Drive, 4th Floor
Houston, TX 77092

Divtex and Co. FBO 568,261.675 6.7%
Pritchard Hubble and Herr
c/o Texas Commerce Bank
P.O. Box 951405
Dallas, TX 75395-1405

Investment and Research in Education 425,147.479 5.0%
c/o Philip W. Winters
Morgan Stanley Asset Management
1221 Avenue of the Americas
New York, NY 10020-1001

High Yield Portfolio
Northern Trust Company Trustee 1,565,234.273 23.6%
FBO Morgan Stanley Profit Sharing Plan
P.O. Box 92956
Chicago, IL 60675-2956

Valassis Enterprises--Equity 1,311,666.081 19.8%
c/o D. Craig Valassis
1400 North Woodward, Suite 270
Bloomfield Hills, MI 48304-2856

International Small Cap Portfolio
The Short Brothers Pension Fund 1,383,763.386 11.0%
P.O. Box 241 Airport Road
Belfast N. Ireland

13
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------

The Casey Family Program 989,164.003 7.9%
Attn: Katherine Anderson
1300 Dexter Ave. N, Suite 400
Seattle, WA 98109-3547

Japanese Equity Portfolio
Kinghugh S.A. 607,902.736 17.9%
c/o Office of Directors
Apt. A, 11th Floor
Chin Lan Bldg.
306 Tun Hwa Rd, South
Taipei

Permanent Trustee Australian Limited 180,625.079 5.3%
A/C FSF International
23-25 O'Connell Street
Sydney NSW 2000

Latin American Portfolio
Barton M. Biggs 91,912.154 6.4%
390 Riversville Road
Greenwich, CT 06830

Money Market Portfolio
Robert I. Williams EX 45,770,434.79 61.4%
Est Luesther T. Mertz
50 East 79th Street
New York, NY 10021-0232

Municipal Bond Portfolio
Kevin W. Smith 496,324.124 11.4%
570 Arvida Parkway
Coral Gables, FL 33156

James A. Rutherford 304,914.367 7.0%
c/o Wingset Inc.
15 S. Hight Street
P.O. Box 166
New Albany, OH 43054-0166

Thomas O. Bales, Jr. 276,244.789 6.3%
3661 Bougainvillea Rd.
Miami, FL 33133

Arnold E. Bellowe & 243,479.236 5.6%
Jill I. Bellowe TTEES
915 Park Lane
Montecito, CA 93108-1421

14
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - -------------------------------------------- -------------------- --------------------------

Daniel F. McDonald 506,522.435 11.6%
Maria J. McDonald JTWROS
850 Old Dominion Dr.
McLean, VA 22102

Small Cap Value Portfolio
Morgan Stanley & Co. Pension Fund 508,264.366 12.6%
c/o Andrea Bernard
1221 Avenue of the America's, 21st Floor
New York, NY 10020

Value Equity Portfolio
Northern Trust Company Trustee 1,575,507.461 20.1%
FBO Morgan Stanley Profit Sharing Plan
P.O. Box 92956
Chicago, IL 60675-2956

McMahan Furniture Company 440,469.223 5.6%
Attn: Richard A. McMahan
P.O. Box 8000
Carlsbad, CA 92018-8000
</TABLE>

As of May 10, 1995, the Directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding Shares of the Fund.

Submission of Stockholder Proposals

As a Maryland corporation, the Fund is not required to hold annual
stockholder meetings. Stockholders who wish to present a proposal for action at
the next meeting or suggestions as to nominees for the Board of Directors should
submit the proposal or suggestions to be considered to the Fund within a
reasonable time in advance of any such meeting for inclusion in the Fund's proxy
statement and form of proxy for such meeting. The Board of Directors will give
consideration to stockholder suggestions as to nominees for the Board of
Directors. Stockholders retain the right, under limited circumstances, to
request that a meeting of stockholders be held for the purpose of considering
the removal of a Director from office, and if such a request is made, the Fund
will assist with stockholder communications in connection with the meeting.

Other Matters

No business other than the matters described above is expected to come before
the Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interest of the Fund.

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.

VALERIE Y. LEWIS
Secretary

Dated: May 30, 1995

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Institutional Fund, Inc.
(the "Fund") that the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders to be held on June 28, 1995 at
1:45 p.m. and any adjournment thereof, upon matters set forth in the Notice of
Special Meeting of Stockholders. Said proxies are directed to vote or refrain
from voting pursuant to the Proxy Statement as checked below upon the following
matters:

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.

AGAINST FOR ABSTAIN

<PAGE>

ACTIVE COUNTRY ALLOCATION PORTFOLIO

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY INSTITUTIONAL FUND,
INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN PROMPTLY IN THE

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

ASIAN EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

EQUITY GROWTH PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

MONEY MARKET PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

EMERGING GROWTH PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

VALUE EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

FIXED INCOME PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

BALANCED PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

GLOBAL FIXED INCOME PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

GLOBAL EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

EMERGING MARKETS PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

HIGH YIELD PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

INTERNATIONAL SMALL CAP PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

SMALL CAP VALUE EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

EUROPEAN EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

GOLD PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

EMERGING MARKETS DEBT PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

MUNICIPAL BOND PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

JAPANESE EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

LATIN AMERICAN PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

AGRESSIVE EQUITY PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)

<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.

1. Election of Directors FOR all nominees listed below. WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.

(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)

Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,

Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,

Frederick B. Whittemore

AGAINST FOR ABSTAIN

<PAGE>

U.S. REAL ESTATE PORTFOLIO

ENCLOSED POSTAGE PAID ENVELOPE

Dated: ,1995

Signature(s) of Stockholder(s)