<PAGE>
SUPPLEMENT DATED DECEMBER 30, 1996
TO THE PROSPECTUS DATED MAY 1, 1996
AND SUPPLEMENTED THROUGH DECEMBER 30, 1996
ACTIVE COUNTRY ALLOCATION PORTFOLIO
PORTFOLIO OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented as follows: Under the
heading "Management of the Fund," the third paragraph on Page 16 is deleted and
replaced with the following:
PORTFOLIO MANAGERS. BARTON M. BIGGS, MADHAV DHAR, FRANCINE J. BOVICH
AND ANN D. THIVIERGE. Barton M. Biggs has been Chairman and a director of the
Adviser since 1980 and a Managing Director of Morgan Stanley since 1975. He is
also a director of Morgan Stanley Group Inc. and a director and chairman of
various registered investment companies to which the Adviser and certain of its
affiliates provide investment advisory services. Mr. Biggs holds a B.A. from
Yale University and an M.B.A. from New York University. Madhav Dhar is a
Managing Director of Morgan Stanley. He joined the Adviser in 1984 to focus on
global asset allocation and investment strategy and now is a co-head of the
Adviser's emerging markets group. He is a portfolio manager of the Fund's
Emerging Markets Portfolio, the Emerging Markets and Global Equity Allocation
Funds of the Morgan Stanley Fund, Inc., and the Morgan Stanley Emerging Markets
Fund, Inc. (a closed-end investment company listed on the New York Stock
Exchange). He holds a B.S. (honors) from St. Stephens College, Delhi University
(India), and an M.B.A. from Carnegie-Mellon University. Francine Bovich joined
the Adviser as a Principal in 1993. She is responsible for product development,
portfolio management and communication of the Adviser's asset allocation
strategy to institutional investor clients. Previously, Ms. Bovich was a
Principal and Executive Vice President of Westwood Management Corp.
("Westwood"), a registered investment adviser. Before joining Westwood, she was
a Managing Director of Citicorp Investment Management, Inc. (now Chancellor
Capital Management), where she was responsible for the Institutional Investment
Management Group. Ms. Bovich began her investment career with Banker's Trust
Company. She holds a B.A. in Economics from Connecticut College and an M.B.A. in
Finance from New York University. Ann Thivierge is a Principal of the Adviser.
She is a member of the Adviser's asset allocation committee, primarily
representing the Total Fund Management team since its inception in 1991. Prior
to joining the Adviser in 1986, she spent two years at Edgewood Management
Company, a privately held investment management firm. Ms. Thivierge holds a B.A.
in International Relations from James Madison College, Michigan State
University, and an M.B.A. in Finance from New York University.
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<PAGE>
SUPPLEMENT DATED DECEMBER 30, 1996
TO PROSPECTUS DATED MAY 1, 1996
AND SUPPLEMENTED THROUGH DECEMBER 30, 1996
EMERGING MARKETS PORTFOLIO
EMERGING MARKETS DEBT PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented to reflect the addition of
a Portfolio Manager to the Emerging Markets Portfolio.
ADDITION OF PORTFOLIO MANAGER. Marianne L. Hay has joined Madhav Dhar as a
portfolio manager with primary responsibility for managing the assets of the
Emerging Markets Portfolio. Accordingly, the second paragraph on p. 26 of the
Prospectus is deleted and replaced with the following paragraph:
EMERGING MARKETS PORTFOLIO -- MADHAV DHAR AND MARIANNE L. HAY. Madhav
Dhar is a Managing Director of Morgan Stanley. He joined the Adviser in
1984 to focus on global asset allocation and investment strategy and now
is a co-head of the Adviser's emerging markets group. He holds a B.S.
(honors) from St. Stephens College, Delhi University (India), and an
M.B.A. from Carnegie-Mellon University. Mr. Dhar has had primary
responsibility for managing the Portfolio's assets since its inception.
Marianne L. Hay, a Managing Director of Morgan Stanley & Co.
Incorporated, is a co-head of the Adviser's emerging markets group and
shares, with Mr. Dhar, primary responsibility for managing the
Portfolio's assets. She joined the Adviser in June 1993 to work with the
Adviser's senior management covering all emerging markets, asset
allocation, product development and client services. Ms. Hay has 17
years of investment experience. Prior to joining the Adviser, she was a
director of Martin Currie Investment Management, Ltd. where her
responsibilities included geographic asset allocation and portfolio
management for global and emerging markets funds, as well as being
director in charge of the company's North American clients. Prior to her
tenure at Martin Currie Investment Management, Ltd. she worked for the
Bank of Scotland and the investment management firm of Ivory and Sime
plc. She graduated with an honors degree in genetics from Edinburgh
University and holds a Diploma in Education and the qualification of the
Association of the Institute of Bankers in Scotland.
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<PAGE>
SUPPLEMENT DATED DECEMBER 30, 1996
TO THE PROSPECTUS DATED MAY 1, 1996
AND SUPPLEMENTED THROUGH DECEMBER 30, 1996
U.S. REAL ESTATE PORTFOLIO
PORTFOLIO OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented as follows: The first
sentence of the third paragraph under the heading "INVESTMENT OBJECTIVE AND
POLICIES" on page 10 is deleted and replaced by the following to clarify that
the Portfolio can invest in non-U.S. issuers principally engaged in the U.S.
real estate industry:
Under normal circumstances, at least 65% of the Portfolio's total
assets will be invested in income producing equity securities of U.S.
and non-U.S. companies principally engaged in the U.S. real estate
industry.
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<PAGE>
SUPPLEMENT DATED DECEMBER 30, 1996
TO THE PROSPECTUS DATED MAY 1, 1996
AND SUPPLEMENTED THROUGH DECEMBER 30, 1996
EQUITY GROWTH PORTFOLIO
EMERGING GROWTH PORTFOLIO
MICROCAP PORTFOLIO
AGGRESSIVE EQUITY PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented as follows: The third
sentence in the second paragraph under the heading "INVESTMENT OBJECTIVES AND
POLICIES -- THE EQUITY GROWTH PORTFOLIO" on page 13 is deleted and replaced by
the following:
The Adviser's universe of potential investments generally comprises
companies with market capitalizations of $500 million or more.
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On page 19, the first sentence under the heading "FOREIGN INVESTMENT" is
deleted and replaced by the following:
The Portfolios may invest in U.S. dollar-denominated securities of foreign
issuers trading in U.S. markets and the Equity Growth, Emerging Growth and
Aggressive Equity Portfolios may invest in non-U.S. dollar-denominated
securities of foreign issuers.
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On page 19, the last paragraph under the heading "FOREIGN INVESTMENT" is
deleted and replaced by the following:
Investments in securities of foreign issuers are frequently denominated in
foreign currencies and, since the Equity Growth, Emerging Growth and Aggressive
Equity Portfolios may also temporarily hold uninvested reserves in bank deposits
in foreign currencies, the value of the Portfolios' assets measured in U.S.
dollars may be affected favorably or unfavorably by changes in currency exchange
rates and in exchange control regulations, and the Portfolios may incur costs in
connection with conversions between various currencies.
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On page 19 the first sentence under the heading "FORWARD FOREIGN CURRENCY
EXCHANGE CONTRACTS" is deleted and replaced by the following:
The Equity Growth, Emerging Growth and Aggressive Equity Portfolios may
enter into forward foreign currency exchange contracts ("forward contracts"),
that provide for the purchase or sale of an amount of a specified foreign
currency at a future date.
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<PAGE>
SUPPLEMENT DATED JANUARY 21, 1997
TO PROSPECTUS DATED MAY 1, 1996
SMALL CAP VALUE EQUITY PORTFOLIO
VALUE EQUITY PORTFOLIO
BALANCED PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented to reflect a change in
Portfolio Managers for the Small Cap Value Equity Portfolio. This Supplement
supersedes and replaces a previous Supplement dated November 18, 1996.
Gary D. Haubold has resigned from Morgan Stanley Asset Management Inc. Gary
G. Schlarbaum and William B. Gerlach now have primary responsibility for
managing the assets of the Small Cap Value Equity Portfolio. Accordingly, the
third full paragraph on Page 18 is deleted and replaced with the following
paragraph:
PORTFOLIO MANAGERS
Stephen C. Sexauer and Alford E. Zick, Jr. have primary responsibility for
managing the Balanced Portfolio and the Value Equity Portfolio and have had such
responsibility since the Portfolios' inception in February and January, 1990,
respectively. Gary G. Schlarbaum and William B. Gerlach have had primary
responsibility for managing the Small Cap Value Equity Portfolio since January,
1997, and November, 1996, respectively.
Additionally, the first full paragraph on Page 19 of the Prospectus is deleted
and replaced with the following paragraphs:
GARY G. SCHLARBAUM. Mr. Schlarbaum, a Managing Director of Morgan Stanley,
joined MAS in 1987. He assumed responsibility for the MAS Funds Equity and Small
Cap Value Portfolios in 1987, the MAS Funds Balanced Portfolio in 1992 and the
MAS Funds Multi-Asset-Class and Mid Cap Value Portfolios in 1994. Mr. Schlarbaum
also is a Director of MAS Fund Distribution, Inc. He previously was with First
Chicago Investment Advisers and was a Professor at the Krannert Graduate School
at Purdue University. Mr. Schlarbaum holds a B.A. in Economics from Coe College
and a Ph.D. in Applied Economics from University of Pennsylvania.
WILLIAM B. GERLACH. Mr. Gerlach joined the Adviser in July 1996 and has
worked with the Adviser's affiliate, Miller Anderson & Sherrerd, LLP for the
past five years. He assumed responsibility for the MAS Funds Small Cap Value and
Mid Cap Value Portfolios in 1996. Previously, he was with Alphametrics
Corporation and Wharton Econometric Forecasting Associates. Mr. Gerlach received
a B.A. in Economics from Haverford College.
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