MORGAN STANLEY INSTITUTIONAL FUND INC
N-30B-2, 1996-06-07
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<PAGE>
- ------------------------------------------------
OFFICERS AND DIRECTORS
 
Barton M. Biggs             James W. Grisham
  CHAIRMAN OF THE BOARD     VICE PRESIDENT
Frederick B. Whittemore     Michael F. Klein
  VICE-CHAIRMAN OF THE      VICE PRESIDENT
BOARD                       Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND DIRECTOR    Joseph P. Stadler
John D. Barrett II          VICE PRESIDENT
  DIRECTOR                  Valerie Y. Lewis
Gerard E. Jones             SECRETARY
  DIRECTOR                  Karl O. Hartmann
Andrew McNally, IV          ASSISTANT SECRETARY
  DIRECTOR                  James R. Rooney
Samuel T. Reeves            TREASURER
  DIRECTOR                  Joanna M. Haigney
Fergus Reid                 ASSISTANT TREASURER
  DIRECTOR
Frederick O. Robertshaw
  DIRECTOR
 
- ------------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ------------------------------------------------
DISTRIBUTOR
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
- ------------------------------------------------
CUSTODIANS
The Chase Manhattan Bank, N.A.
770 Broadway
New York, New York 10003
 
Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ------------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ------------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
- ------------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only when preceded or accompanied by prospectuses of the Morgan
Stanley Institutional Fund, Inc.
 
[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798
 
[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
 
                         INTERNATIONAL EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1996
<PAGE>
LETTER TO SHAREHOLDERS
- -------
 
The  investment  objective of  the International  Equity Portfolio  is long-term
capital appreciation through investment primarily  in common stocks of  non-U.S.
issuers.  Common stocks for this purpose  include common stocks and equivalents,
such as securities convertible into common stocks, and securities having  common
stock characteristics, such as rights and warrants to purchase common stocks.
 
For  the three  month period  ended March  31, 1996,  the Portfolio  had a total
return of 5.48%  for the Class  A shares and  4.79% for the  Class B shares,  as
compared to a total return of 2.89% for the Morgan Stanley Capital International
(MSCI)  EAFE Index.  The average  annual total return  for the  twelve month and
five-year periods ended  March 31,  1996 and for  the period  from inception  on
August  4,  1989  through  March  31,  1996  were  19.21%,  13.51%  and  11.28%,
respectively, for the Class  A shares, as compared  to 12.33%, 8.42% and  3.85%,
respectively, for the Index.
 
PERFORMANCE  COMPARED TO  THE MORGAN  STANLEY CAPITAL  INTERNATIONAL (MSCI) EAFE
INDEX(1)
- ----------------------------------------------------
 
<TABLE>
<CAPTION>
                                                TOTAL RETURNS(2)
                                ------------------------------------------------
                                                          AVERAGE      AVERAGE
                                                          ANNUAL       ANNUAL
                                                ONE        FIVE         SINCE
                                    YTD        YEAR        YEARS      INCEPTION
                                   -----     ---------  -----------  -----------
<S>                             <C>          <C>        <C>          <C>
PORTFOLIO--CLASS A............        5.48%      19.21%      13.51%       11.28%
PORTFOLIO--CLASS B(3).........        4.79         N/A         N/A          N/A
INDEX.........................        2.89       12.33        8.42         3.85
</TABLE>
 
1.  The MSCI EAFE  Index is  an unmanaged index  of common  stocks and  includes
    Europe,  Australia and  the Far  East (assumes  dividends reinvested  net of
    withholding taxes).
 
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.  The Portfolio began offering Class B shares on January 2, 1996.
 
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
 
- ------------------------------
THE COUNTRY SPECIFIC 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.
PLEASE SEE  THE PROSPECTUS  FOR  A DESCRIPTION  OF CERTAIN  RISK  CONSIDERATIONS
ASSOCIATED WITH INTERNATIONAL INVESTING.
 
The  outperformance of the  Portfolio was driven by  the underweight position in
Japan and positive overall  stock selection with  particularly good showings  in
Japan,  Germany, Switzerland and Spain. To some extent countering this were poor
relative showings in the  Netherlands and France where  large cap growth  stocks
performed  outstandingly well. It was  gratifying that the Portfolio's increased
currency hedging contributed positively after the disappointments of last year.
 
We do not believe we will see a  full blooded recovery in the world economy.  In
this  environment we believe the strong  recovery in non-U.S. cyclical stocks in
the first quarter has run its course  and our principal focus has been on  value
banking  and insurance  sectors together  with slow  growth but  cash generative
franchises in the food, drink and household product sectors.
 
On a geographic  basis, the  strong performance of  the German  stock market  in
recent  quarters has  removed the  last glaring  undervaluation in  world equity
markets. Switzerland, for  so long  a value  investors' hunting  ground, is  now
downright  expensive outside the area of recovery stocks, and the Netherlands is
fairly to fully valued. In this environment  it is not easy for value  investors
to  add  significant  value  but on  an  industry  basis one  can  at  least see
opportunity in the non-food  retail sector as competition  and weak pricing  has
led to investor disillusion. However, the high relative ratings of growth stocks
implies that value stocks would be resilient in a market correction.
 
In  the months ahead we expect bond markets to present a reasonably constructive
backdrop for equity valuations. However,  the most important factor driving  the
Portfolio's  relative returns will  be the conduct  of Japanese monetary policy.
Sustained easing  by the  Bank of  Japan on  the current  scale will  drive  the
Japanese equity market up to the detriment of value investor's relative returns.
 
GERMANY
 
The  Morgan Stanley  Capital International Germany  Index increased  by 4.83% in
U.S. dollar terms and by 8.13% in Deutschemark terms during the first quarter of
the   year.   As   the   numbers    above   illustrate,   it   was   a    period
 
                                       2
<PAGE>
of  relative weakness for the German currency  against the U.S. dollar. This has
helped the equity  market, particularly  the export stocks.  The top  performing
sector  in the first three  months was chemicals, with  all three large chemical
groups Bayer, BASF  and Hoechst showing  good returns. The  sectors that  showed
more  disappointing returns included retailers and  brewers. The most recent GDP
data continues  to  be as  weak  as expected.  The  West German  economy  hit  a
difficult  patch in the  last quarter of  1995. There were  two main reasons for
this, the particularly cold winter hurt many businesses including  construction,
while  stocks reduced,  especially when compared  to the final  quarter of 1994.
Inflation rates  remain low  but there  is  some chance  these could  go  higher
following  the high wage  increases. Unemployment remains  a key negative factor
and this should lead to lower wage demands in the future.
 
FRANCE
 
During the first quarter of 1996 the Morgan Stanley Capital International France
Index increased by  8.42% in U.S.  dollar terms  and by 11.62%  in French  franc
terms. Following a poor year in 1995 this has been a strong start for the French
market,  the best in  Europe. Unlike most other  European markets, retail stocks
showed good returns as did healthcare and beverages. Financial stocks were  poor
performers,  however,  with largely  disappointing returns  from both  banks and
insurers. The  improved  performance  in  the market  largely  reflects  a  more
optimistic  economy. Consumer  confidence and consumption  of manufactured goods
have both picked  up in  the first  quarter from  the low  levels following  the
public sector strike and political turmoil in December last year. The pick up in
high street spending can be put down to different factors, the most important of
which  has been a  series of government  introduced tax breaks  to encourage the
consumer. Following further recent cuts,  short term nominal interest rates  are
near  30-year lows  while inflation  continues not to  be a  problem. The French
market continues to confer selective opportunities to the value investor.
 
SWITZERLAND
 
The Morgan Stanley Capital International Switzerland Index rose by 6.75% in U.S.
dollar terms and by 10.43% in local  currency terms in the first quarter of  the
year. This strong performance carries on the trend of last year when Switzerland
was  one of the world's top performing equity markets. The pharmaceutical stocks
have maintained their strong run into  1996, being the top performing sector  in
the first three months. The total market cap of this sector now represents about
50%  of  the Swiss  market. The  merger of  Ciba-Geigy and  Sandoz has  been the
catalyst for this  industry's continued  strength. Following a  robust 1995  the
financials  have been more disappointing in  1996. Lack of consumer spending has
also meant that  stocks in  the retail  sector have  continued to  underperform.
Consumer  sentiment  fell  further in  the  opening  period of  1996  as numbers
revealed a significant increase  in those out  of work. This  year we have  seen
inflation  drop below 17% and, although we have not seen a cut in interest rates
since mid-December, fears of a rise in rates now appears unlikely.
 
NETHERLANDS
 
In  the  first  quarter  of  1996  the  Morgan  Stanley  Capital   International
Netherlands  Index increased by 5.83% in U.S.  dollar terms and by 9.1% in Dutch
guilder terms. Following a period of sustained growth relative to its neighbors,
the most recent  data shows  that growth rates  in the  Netherlands have  slowed
considerably  in recent months  and came to  a virtual standstill  at the end of
1995. It appears,  however, that it  was largely temporary  factors that  caused
this recent weakness. As in Germany, the cold winter depressed construction work
while  growth from inventories has come to an end. The weakness of the economies
of its three largest trading partners Germany, France and Belgium, must also  be
a  concern. Despite  these factors  the Dutch  economy remains  one of  the most
healthy in Europe, as is the labor market, despite recent bad news including the
declared liquidation of Fokker. The labor force is growing, helped by restrained
wage growth and flexible labor  practices. The equity market remains  attractive
to  the value investor with  many cheap, well run  companies. Investments in the
financial sector, ING and ABN-Amro, have shown particularily strong returns.
 
SPAIN
 
During the first quarter of 1996 the Morgan Stanley Capital International  Spain
Index  rose by 6.02% in U.S. dollar terms  and by 8.47% in local currency terms.
Following   a    strong    start    to    the    year    the    equity    market
 
                                       3
<PAGE>
performed  poorly  in  March as  a  result  of political  uncertainty  after the
national elections. Although  the Partido  Popular (PP) emerged  as the  largest
grouping  in parliament they  failed to win  a clear majority,  falling 20 seats
short. This result  has ended  14 years  of socialist rule  and the  PP are  now
dependent  on  regional party  support for  a majority.  This lack  of political
clarity resulted in the  equity market falling 5%  although some of this  ground
was  recovered towards the  end of the month.  In line with  the rest of Europe,
Spanish growth  eased back  during the  second  half of  1995, as  the  consumer
recovery faltered. The positive news for the economy is that interest rates have
declined  and inflation has  fallen below 4%  for the first  time in post-Franco
history. Unemployment remains a real concern, however, with recent  improvements
having   halted  leaving  the  total  unemployed  at  over  22%.  Recent  sector
performance largely reflects  this environment,  with poor  returns from  retail
stocks,  hurt by low consumer spending, and insurance shares following weak bond
markets. Stronger performance has been seen from Telefonica and Repsol, both  of
which should benefit from the new political structure.
 
ITALY
 
The  Morgan  Stanley Capital  International Italy  Index fell  by 0.55%  in U.S.
dollar terms and  by 1.6% in  local currency  terms in the  first quarter.  This
makes  the Italian market the worst performing in Europe during this period. The
economy, however, has been one of the strongest. Following a 3.2% rise in GDP in
1995, growth has  continued into  1996 driven  by strong  investment and  export
demand.  By contrast, expenditure  by both the household  and public sectors has
been subdued. Much of the nervousness in the market can be put down to continued
political turmoil. On February 16, President Scalfero called a general  election
after  Prime Minister designate Antonio Maccanico  failed to achieve a consensus
on constitutional reform. The election will be  held on April 21 when a  fragile
coalition  representing  a broad  range  of political  views  is expected  to be
formed. The issues of  reducing the budget deficit  and the continuation of  the
privatization  program will remain firmly  on the agenda. The  banks have been a
particularly poor performing sector recently, with many under pressure and Banco
Napoli being suspended in the market following liquidation by the Bank of Italy.
Following this weakness  we are  finding some good  investment opportunities  in
Italy, particularly in the telecommunications sector.
 
U.K.
 
In  the first  quarter of  1996, the  Morgan Stanley  Capital International U.K.
Index rose by 0.11% in U.S. dollar terms and by 1.82% in local currency.
 
The consensus estimate on GDP growth in  the first quarter of 1996 is around  2%
year-on-year,  slightly  higher than  expectations at  the  end of  1995. Recent
sentiment has been dominated by the  "mad cow" crisis; the slaughter of  several
thousand  cattle  is likely  to  knock approximately  0.2%  off GDP  during this
calendar year.
 
Signs that consumer confidence is  gradually returning are apparent in  February
data;  retail  sales volume  rose 0.6%  month-on-month  in February  following a
January decline, and retail prices rose 0.6% month-on-month. The cut in the base
rate from 6.5% at the end of December 1995 to 6% by the end of the first quarter
of 1996 should provide support for the slowly recovering housing market.
 
Much of the market  performance this quarter arose  from takeover rumors in  the
media,  leisure and engineering  sectors. The heady  combination of low interest
rates, low inflation and bid speculation leaves the value investor with few  new
ideas. Selective stock picking is becoming even more important.
 
JAPAN
 
During  the first quarter  the Morgan Stanley  Capital International Japan Index
appreciated 0.35% in U.S. dollars and 3.90% in yen terms.
 
Though this was a weak return relative to other major stock markets, it could be
termed resilient given  that the  market had to  absorb the  financial year  end
selling  from institutions  shoring up March  1996 results by  taking profits on
long-term equity positions.  Towards quarter end  the market took  heart from  a
strong  final  quarter performance  from the  economy where  for the  first time
private capital  expenditure  showed  signs of  meaningful  recovery,  itself  a
significant coincident indicator of a recovery in corporate confidence.
 
With  exceptionally low interest rates driving a housing recovery and government
spending still kicking into the economy, growth will continue to surprise on the
upside
 
                                       4
<PAGE>
with net exports  the only negative  contributor to GNP  in the quarters  ahead.
With  the weak yen buoying up export pricing, 1996 will unquestionably be a year
of strong profits growth. However, as a value investor we would argue that  alot
is  discounted  in  a  market  that  has  risen  50%  since  July  while Japan's
competitiveness in  key industries,  such as  electronics, is  under  structural
threat  from emerging  market economies. It  is important to  grasp that Japan's
prowess in  manufacturing technology  has  not developed  into areas  with  high
intellectual  content such as software and  multimedia. As such it is vulnerable
to pricing  pressures from  low labor  cost economies.  Coupled with  this,  the
vicious  cycle in the  semi-conductor memory market  and the outlook  for one of
Japan's key industries appears somewhat cloudy.
 
Nonetheless, with  cash rates  yielding less  than  0.5% as  the Bank  of  Japan
continues  to  reliquify  the  banking  system,  the  stock  market  must appear
attractive to  Japan's individual  investor. Therefore,  any general  return  of
confidence  in the economy  could lead to  a sharp upward  movement in the stock
market. However, value  and quality  do not abound  in this  market and  Japan's
derisorily  low  interest  rates  are unsustainable  in  the  longer  term. More
importantly, the political  will must be  found to increase  Value Added Tax  in
order  to bring  back some  order to government  finances. These  factors do not
augur well for the long-term re-rating of Japanese equities.
 
However, as we  have been  saying for several  quarters, there  is a  short-term
window of opportunity in this market for the momentum investor but for the value
investor there is little opportunity in the sectors which perform in these types
of markets.
 
HONG KONG
 
The Hong Kong stock market closed the quarter well off its best but still proved
a  strong performer,  with the  Morgan Stanley  Capital International  Hong Kong
Index appreciating 11.73% in U.S. dollar terms and 11.75% in Hong Kong dollars.
 
The strength of  the market  owed alot to  the positive  sentiment for  emerging
markets  so often seen at the beginning  of the investment year. However, it was
an impressive  performance given  that  during the  quarter  the market  had  to
confront  extreme political  jitters on the  Taiwan front and  the likelihood of
flat to rising local interest rates in the current year as the colony's interest
rate policy is dictated by the United States.
 
At current levels we believe the Hong Kong stock market discounts a  significant
fall  in local interest rates and a  major rally in residential property prices.
Given the clear  recovery in the  U.S. economy  and the dictation  of Hong  Kong
interest  rate policy  from that  source, we believe  the market  will be sorely
disappointing in the  quarters ahead  with respect  to both  interest rates  and
property prices. The downside in the market significantly outweighs its upside.
 
AUSTRALIA
 
The  Australian stock market  meandered trendlessly during  the first quarter as
the Morgan Stanley  Capital International  Australia Index  appreciated 0.6%  in
Australian dollars and 5.79% in U.S. dollar terms.
 
The  appreciation of the Australian dollar  was the most significant development
of the  quarter  and this  reflected  overseas  confidence in  the  new  Liberal
government  which made encouraging comments  on reducing the government deficit.
Other than extreme strength in the small, specialist areas of gold and oil,  the
stock market was subdued by poor pricing behavior from the principal metals, and
disappointing  earnings from the industrial sector.  The banking sector was also
corrected moderately as local bond yields ran up in line with U.S. bonds.
 
We believe  this  market to  be  reasonably valued  at  current levels  and  are
selectively adding at current levels.
 
Dominic Caldecott
PORTFOLIO MANAGER
 
April 1996
 
                                       5
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1996
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ----------
<C>               <S>                                   <C>
COMMON STOCKS (86.6%)
  AUSTRALIA (3.9%)
      3,470,000    Brambles Industries Ltd.             $   45,784
      2,595,000    Coles Myer Ltd.                           8,844
      5,300,000    CSR Ltd.                                 17,648
                                                        ----------
                                                            72,276
                                                        ----------
  BELGIUM (0.9%)
         52,500    Arbed S.A.                                5,884
        254,000    G.I.B. Holdings Ltd.                     11,353
          2,156    G.I.B. Holdings Ltd. VVPR (New)              95
                                                        ----------
                                                            17,332
                                                        ----------
  DENMARK (1.5%)
         88,000    Novo-Nordisk A/S, Class B                11,254
        350,000    Unidanmark A/S, Class A
                    (Registered)                            15,841
                                                        ----------
                                                            27,095
                                                        ----------
  FINLAND (1.0%)
        350,000    Huhtamaki Oy, Series 1                   11,177
        168,467    Merita Ltd., Class A                        389
        215,000    Nokia AB Oy, Series A                     7,423
                                                        ----------
                                                            18,989
                                                        ----------
  FRANCE (8.4%)
        142,300    Assurances Generales de France            3,957
        250,000    Banque Nationale de Paris                 9,783
         14,100    Bongrain S.A.                             7,506
        140,000    Cie de Saint Gobain                      18,187
        153,050    Credit Lyonnaise CDI                      6,445
        350,000    Elf Aquitaine                            23,741
         73,500    Groupe Danone                            11,271
        138,050    Lafarge Coppee S.A.                       9,142
        150,000    Peugeot S.A.                             22,882
        355,700    Thomson CSF                               8,938
        255,000    Total S.A., Class B                      17,221
        346,980    Valeo S.A.                               18,436
                                                        ----------
                                                           157,509
                                                        ----------
  GERMANY (8.8%)
         70,000    BASF AG                                  18,867
        105,000    Bayer AG                                 35,589
         50,000    Commerzbank AG                           11,546
         28,750    Hoechst AG                               10,202
         90,500    Karstadt AG                              34,015
         60,125    Mannesmann AG                            21,967
 
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ----------
<C>               <S>                                   <C>
 
         24,900    Varta AG                             $    4,519
        452,100    Veba AG                                  21,977
         15,120    Volkswagen AG                             5,284
                                                        ----------
                                                           163,966
                                                        ----------
  HONG KONG (2.7%)
         90,600    China Light & Power Co., Ltd.               410
      7,000,000    Hong Kong Land Holdings Ltd.             16,800
     10,400,000    Jardine Strategic Holdings, Inc.         32,864
                                                        ----------
                                                            50,074
                                                        ----------
  ITALY (2.1%)
      6,337,000    Olivetti Di Risp                          3,253
      2,560,500    Olivetti Di Risp (NCS)                    1,012
        863,317    SME Meridonale                              945
      9,000,000    Stet Di Risp (NCS)                       17,908
      4,720,000    Telecom Italia S.p.A.                     7,480
      6,000,000    Telecom Italia S.p.A. Di Risp
                    (NCS)                                    8,476
                                                        ----------
                                                            39,074
                                                        ----------
  JAPAN (22.4%)
      1,050,000    Aisin Seiki Co., Ltd.                    15,020
      1,000,000    Canon, Inc.                              19,073
        123,000    Chudenko Corp.                            4,163
      1,500,000    Daibiru Corp.                            19,634
      1,465,000    Daicel Chemical Industry Ltd.             8,862
        660,000    Daikin Industries Ltd.                    6,788
      1,037,000    Dainippon Ink & Chemical, Inc.            5,148
          4,000    East Japan Railway Co.                   20,569
      2,150,000    Fuji Photo Film Ltd.                     61,512
      2,700,000    Hitachi Ltd.                             26,254
      2,100,000    Kao Corp.                                26,114
        650,000    Kirin Brewery Co., Ltd.                   7,840
      1,625,000    Matsushita Electric Industries
                    Ltd.                                    26,436
         81,000    Murata Manufacturing Co., Ltd.            2,787
      3,427,200    Nichido Fire & Marine Insurance
                    Co., Ltd.                               25,795
          2,700    Nippon Telegraph & Telephone Corp.       19,741
</TABLE>
 
                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ----------
<C>               <S>                                   <C>
  JAPAN (CONTINUED)
        221,000    Ryosan Co.                           $    5,434
        350,000    Sony Corp.                               20,911
        856,000    Stanley Electric Co.                      5,674
      2,100,000    Sumitomo Marine & Fire Insurance
                    Co.                                     18,024
      3,000,000    Sumitomo Rubber Industries               25,188
        298,000    TDK Corp.                                15,352
        918,000    Toyo Seikan Kaisha Ltd.                  32,358
                                                        ----------
                                                           418,677
                                                        ----------
  NETHERLANDS (9.3%)
        792,000    ABN Amro Holdings N.V.                   39,401
        230,000    Akzo Nobel N.V.                          25,571
         81,059    Hollandsche Beton Groep N.V.             13,589
        575,744    Internationale Nederlanden Groep
                    N.V.                                    41,814
        258,500    Koninklijke Bijenkorf Beheer N.V.        16,630
        153,050    Nedlloyd Groep N.V.                       3,196
        773,000    Philips Electronics N.V.                 28,117
         39,415    Unilever N.V. (Certificate)               5,374
                                                        ----------
                                                           173,692
                                                        ----------
  NEW ZEALAND (0.4%)
      2,144,627    Fisher & Paykel Industries Ltd.           6,865
        392,500    Smith City Group Ltd.                        --
                                                        ----------
                                                             6,865
                                                        ----------
  NORWAY (1.4%)
      3,500,000    Den Norske Bank A/S                      10,858
        573,800    Hafslund Nycomed, Class B                15,654
                                                        ----------
                                                            26,512
                                                        ----------
  SINGAPORE (0.2%)
      3,265,000    Neptune Orient Lines Ltd.
                    (Foreign)                                3,711
                                                        ----------
  SPAIN (4.4%)
        137,500    Grupo Duro Felguera S.A.                    740
      2,745,000    Iberdrola S.A.                           25,317
        490,000    Repsol S.A.                              18,472
      2,403,400    Telefonica Nacional de Espana S.A.       38,138
                                                        ----------
                                                            82,667
                                                        ----------
  SWEDEN (4.2%)
        196,100    Electrolux AB, Series B                   9,573
        350,000    Nordbanken AB                             5,782
        443,700    Skandia Forsakrings AB                    9,785
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ----------
<C>               <S>                                   <C>
 
      1,683,100    Skandinaviska Enskilda Banken,
                    Class A                             $   12,456
        899,100    S.K.F. AB, Class B                       19,827
        283,500    Sparbenken Sverige AB, Class A            3,179
      1,014,000    Svenska Cellulosa AB, Class B            18,420
                                                        ----------
                                                            79,022
                                                        ----------
  SWITZERLAND (6.6%)
          2,605    Ascom Holdings AG (Bearer)                2,910
         35,000    Ciba-Geigy AG (Registered)               43,774
         20,000    Forbo Holding AG (Registered)             8,164
         36,000    Nestle S.A. (Registered)                 40,580
          6,125    Schindler Holding AG
                    (Participating Certificates)             7,331
         15,550    Sulzer AG (Participating
                    Certificates)                            9,796
         16,000    Sulzer AG (Registered)                   10,617
                                                        ----------
                                                           123,172
                                                        ----------
  UNITED KINGDOM (8.4%)
      1,260,000    Associated British Foods plc              7,731
      1,360,104    Automated Security Holdings plc             623
      4,905,000    Christian Salvesen plc                   19,164
        251,100    English China Clays plc                   1,138
      2,578,146    Grand Metropolitan plc                   16,605
      4,841,985    John Mowlem & Co. plc                     6,355
      2,400,000    Kwik Save Group plc                      17,216
        843,000    McAlpine (Alfred) plc                     2,136
        456,318    Pilkington plc                            1,456
      1,969,250    Reckitt & Colman plc                     20,016
      2,016,300    Rolls-Royce plc                           6,632
      1,928,000    Royal Insurance Holdings plc             10,417
      1,957,100    Unilever plc                             36,441
      3,816,000    WPP Group plc                            11,648
                                                        ----------
                                                           157,578
                                                        ----------
TOTAL COMMON STOCKS (Cost $1,312,456)                    1,618,211
                                                        ----------
PREFERRED STOCKS (3.3%)
  GERMANY (3.3%)
        777,000    RWE AG                                   23,521
         29,525    Spar Handels AG                           5,798
        125,000    Volkswagen AG                            32,083
                                                        ----------
TOTAL PREFERRED STOCKS (Cost $46,498)                       61,402
                                                        ----------
</TABLE>
 
                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ----------
<C>               <S>                                   <C>
CONVERTIBLE PREFERRED SECURITIES (0.1%)
  HONG KONG (0.1%)
      1,863,000    Jardine Strategic Holdings, Inc.
                    IDR, 7.50%, 5/07/97                 $    2,082
                                                        ----------
  NETHERLANDS (0.0%)
          1,506    ABN Amro Holdings N.V.                        6
          2,196    International Nederlanden Groep
                    N.V.                                        11
                                                        ----------
                                                                17
                                                        ----------
TOTAL CONVERTIBLE PREFERRED SECURITIES (Cost $1,923)         2,099
                                                        ----------
<CAPTION>
    NO. OF
   WARRANTS
- ---------------
<C>               <S>                                   <C>
WARRANTS (0.0%)
  SWITZERLAND (0.0%)
          5,235    Schindler Holding AG, expiring
                    12/16/96 (Cost $0)                          20
                                                        ----------
TOTAL FOREIGN SECURITIES (90.0%) (Cost $1,360,877)       1,681,732
                                                        ----------
<CAPTION>
     FACE
    AMOUNT
     (000)
- ---------------
<C>               <S>                                   <C>
SHORT-TERM INVESTMENT (3.6%)
  REPURCHASE AGREEMENT (3.6%)
$        66,958    The Chase Manhattan Bank, N.A.,
                    5.15%, dated 3/29/96, due
                    4/01/96, to be repurchased at
                    $66,987, collateralized by
                    $67,290 United States Treasury
                    Notes, 6.875%, due 2/28/97,
                    valued at $68,299 (Cost $66,958)        66,958
                                                        ----------
<CAPTION>
 
    AMOUNT                                                VALUE
     (000)                                                (000)
- ---------------                                         ----------
<C>               <S>                                   <C>
FOREIGN CURRENCY (5.2%)
 GBP      4,781    British Pound                         $   7,297
  DEM    67,803    Deutsche Mark                            45,917
 FRF          1    French Franc                                 --
ITL   1,439,562    Italian Lira                                918
JPY   4,272,727    Japanese Yen                             39,949
 ESP    277,207    Spanish Peseta                            2,233
                                                        ----------
TOTAL FOREIGN CURRENCY (Cost $96,717)                       96,314
                                                        ----------
TOTAL INVESTMENTS (98.8%) (Cost $1,524,552)              1,845,004
                                                        ----------
OTHER ASSETS AND LIABILITIES (1.2%)
 Other Assets                                              455,748
 Liabilities                                              (432,835)
                                                        ----------
                                                            22,913
                                                        ----------
NET ASSETS (100%)                                       $1,867,917
                                                        ----------
                                                        ----------
CLASS A SHARES:
 Net Assets                                             $1,863,575
 Shares Issued and Outstanding ($0.001 par value)
  (Authorized 500,000,000 shares)                          116,649
 Net Asset Value, Offering and Redemption Price
  Per Share                                                 $15.98
                                                        ----------
                                                        ----------
CLASS B SHARES:
 Net Assets                                                 $4,342
 Shares Issued and Outstanding ($0.001 par value)
  (Authorized 500,000,000 shares)                              272
 Net Asset Value, Offering and Redemption Price
  Per Share                                                 $15.97
                                                        ----------
                                                        ----------
</TABLE>
 
- ----------------------------------
CDI -- Certificate of Investment
IDR -- International Depositary Receipt
 
NCS -- Non Convertible Shares
 
                                       8


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