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SUPPLEMENT DATED JANUARY 7, 1997
TO THE PROSPECTUS DATED AUGUST 22, 1996
TECHNOLOGY PORTFOLIO
PORTFOLIO OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus as amended and supplemented to date is further amended and
supplemented by changing the following:
Under the heading "PROSPECTUS SUMMARY" under the subheading "HOW TO
INVEST," the first paragraph is deleted and replaced with the following:
HOW TO INVEST
Class A shares of the Portfolio are offered directly to investors at
net asset value with no sales commission or 12b-1 charges. Class B
shares of the Portfolio are offered at net asset value with no sales
commission, but with a 12b-1 fee, which is accrued daily and paid
quarterly, equal to 0.25%, on an annualized basis, of the Class B
shares' average daily net assets. Share purchases may be made by sending
investments directly to the Fund or through the Distributor. The minimum
initial investment for shares in a Portfolio account is $250,000 for
Class A shares and $50,000 for Class B shares. Certain exceptions to the
foregoing minimums apply to (1) Portfolio accounts held by certain
employees of the Adviser and of its affiliates and (2) certain advisory
or asset allocation accounts, such as Total Funds Management accounts,
managed by Morgan Stanley or its affiliates, including the Adviser
("Managed Accounts"). The Adviser reserves the right in its sole
discretion to determine which of such advisory or asset allocation
accounts shall be Managed Accounts. For information regarding Managed
Accounts, please contact your Morgan Stanley account representative or
the Fund at the telephone number provided on the cover of this
Prospectus. The minimum investment levels may be waived at the
discretion of the Adviser for (i) certain employees and customers of
Morgan Stanley or its affiliates and certain trust departments, brokers,
dealers, agents, financial planners, financial services firms, or
investment advisers that have entered into an agreement with Morgan
Stanley or its affiliates; and (ii) retirement and deferred compensation
plans and trusts used to fund such plans, including, but not limited to,
those defined in Section 401(a), 403(b) or 457 of the Internal Revenue
Code of 1986, as amended, and "rabbi trusts". See "Purchase of Shares --
Minimum Investment and Account Sizes; Conversion from Class A to Class B
Shares."
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Under the heading "PURCHASE OF SHARES," under the subheadings "MINIMUM
INVESTMENT AND ACCOUNT SIZES; CONVERSION FROM CLASS A TO CLASS B SHARES" and
"MINIMUM ACCOUNT SIZES AND INVOLUNTARY REDEMPTION OF SHARES," these two sections
are deleted and replaced with the following:
MINIMUM INVESTMENT AND ACCOUNT SIZES; CONVERSION FROM CLASS A TO CLASS B
SHARES
For a Portfolio account, the minimum initial investment and minimum
account size are $250,000 for Class A shares and $50,000 for Class B
shares. Managed Accounts may purchase Class A shares without being
subject to such minimum initial investment or minimum account size
requirements for a Portfolio account. Employees of the Adviser and of
its affiliates may purchase Class A shares subject to conditions,
including a lower minimum initial investment established by Officers of
the Fund.
If the value of a Portfolio account containing Class A shares falls
below $250,000 (but remains at or above $50,000) because of shareholder
redemption(s), the Fund will notify the shareholder, and if the account
value remains below $250,000 (but remains at or above $50,000) for a
continuous 60-day period, the Class A shares in such account will
convert to Class B shares and will be subject to the distribution fee
and other features applicable to the Class B shares. The Fund, however,
will not convert Class A shares to Class B shares based solely upon
changes in the market that reduce the net asset value of shares. Under
current tax law, conversions between share classes are not a taxable
event to the shareholder. Managed Accounts are not subject to conversion
from Class A shares to Class B shares.
Investors may also invest in the Portfolio by purchasing shares
through a trust department, broker, dealer, agent, financial planner,
financial services firm or investment adviser. An investor may be
charged an additional service or transaction fee by that institution.
The minimum investment levels may be waived at the discretion of the
Adviser for (i) certain employees and customers of Morgan Stanley or its
affiliates and certain trust departments, brokers, dealers, agents,
financial planners, financial services firms, or investment advisers
that have entered into an agreement with Morgan Stanley or its
affiliates; and (ii) retirement and deferred compensation plans and
trusts used to fund such plans, including, but not limited to, those
defined in Section 401(a), 403(b) or 457 of the Internal Revenue Code of
1986, as amended, and "rabbi trusts". The Fund reserves the right to
modify or terminate the conversion features of the shares as stated
above at any time upon 60-days' notice to shareholders.
MINIMUM ACCOUNT SIZES AND INVOLUNTARY REDEMPTION OF SHARES
If the value of a Portfolio account falls below $50,000 because of
shareholder redemption(s), the Fund will notify the shareholder, and if
the account value remains below $50,000 for a continuous 60-day period,
the shares in such account are subject to redemption by the Fund and, if
redeemed, the net asset value of such shares will be promptly paid to
the shareholder. The Fund, however, will not redeem shares based solely
upon changes in the market that reduce the net asset value of shares.
The Fund reserves the right to modify or terminate the involuntary
redemption features of the shares as stated above at any time upon
60-days' notice to shareholders.
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The Account Registration Form is deleted and replaced with the form enclosed
with this supplement.
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MORGAN STANLEY INSTITUTIONAL FUND, INC.
TECHNOLOGY PORTFOLIO
P.O. BOX 2798, BOSTON, MA 02208-2798
ACCOUNT REGISTRATION FORM
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If you need assistance in filling out this form for the
ACCOUNT INFORMATION Morgan Stanley Institutional Fund, please contact your
Fill in where applicable Morgan Stanley representative or call us toll free
1-(800)-548-7786. Please print all items except signature,
and mail to the Fund at the address above.
A) REGISTRATION
1. INDIVIDUAL
2. JOINT TENANTS
(RIGHTS OF
SURVIVORSHIP PRESUMED
UNLESS
TENANCY IN COMMON
IS INDICATED)
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1.
First
Name Initial Last Name
2.
First
Name Initial Last Name
First
Name Initial Last Name
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3. CORPORATIONS,
TRUSTS AND OTHERS
Please call the Fund
for additional documents
that may be required to
set up account and to
authorize transactions.
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3.
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Type of Registration: / / INCORPORATED / / UNINCORPORATED / / PARTNERSHIP / / UNIFORM GIFT/TRANSFER TO MINOR
ASSOCIATION (ONLY ONE CUSTODIAN AND MINOR PERMITTED)
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/ / TRUST ________________________ / / OTHER (Specify) ________________________
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B) MAILING ADDRESS
Please fill in
completely, including
telephone number(s).
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Street or P.O. Box
City State
Zip
--
Home Telephone No. Business
Telephone No. -- -- -- --
/ / United States Citizen / / Resident Alien / / Non-Resident Alien: Indicate
Country of Residence ___________________________________________________________
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C) TAXPAYER Enter your Taxpayer Identification Number. For most individual
IDENTIFICATION taxpayers, this is your Social Security Number.
NUMBER
1. INDIVIDUAL
2. JOINT TENANTS
(RIGHTS OF
SURVIVORSHIP PRESUMED
UNLESS
TENANCY IN COMMON
IS INDICATED)
For Custodian account
of a minor (Uniform
Gifts/Transfers to Minor
Acts), give the Social
Security Number of
the minor
OR
1. TAXPAYER SOCIAL SECURITY NUMBER
IDENTIFICATION NUMBER ("SSN")
("TIN")
OR
2. TIN SSN
OR
TIN SSN
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IMPORTANT TAX INFORMATION
You (as a payee) are required by law to provide us (as payer)
with your correct TIN(s) or SSN(s). Accounts that have a
missing or incorrect TIN(s) or SSN(s) will be subject to
backup withholding at a 31% rate on dividends, distributions
and other payments. If you have not provided us with your
correct TIN(s) or SSN(s), you may be subject to a $50 penalty
imposed by the Internal Revenue Service.
Backup withholding is not an additional tax; the tax liability
of persons subject to backup withholding will be reduced by
the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
You may be notified that you are subject to backup withholding
under Section 3406(a)(1)(C) of the Internal Revenue Code
because you have underreported interest or dividends or you
were required to, but failed to, file a return which would
have included a reportable interest or dividend payment.
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D) PORTFOLIO AND For Purchase of the following
CLASS SECTION Portfolio(s): / / Class A Shares
(Class A shares minimum Technology Portfolio $ / / Class B Shares $
$500,000 for each Total Initial Investment
Portfolio and Class B $
shares minimum $100,000
for the Global Equity,
International Equity,
Asian Equity, European
Equity, Japanese Equity
and Latin American Equity
Portfolios). Please
indicate Portfolio, class
and amount.
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E) METHOD OF
INVESTMENT
Please indicate
portfolio, manner of
payment.
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Payment by:
/ / Check (MAKE CHECK PAYABLE TO MORGAN STANLEY INSTITUTIONAL FUND,
INC.--PORTFOLIO NAME)
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/ / Exchange $ From -- - - - - - - - - - -- - -
Name of Portfolio Account No.
/ / Account previously established by: / / Phone exchange / / Wire on -- - - - - - - - - - -- - -
Account No. (Check
(Previously assigned by the Fund) Digit)
Date
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F) DISTRIBUTION Income dividends and capital gains distributions (if any) to
OPTION be reinvested in additional shares unless either box below
is checked.
/ / Income dividends to be paid in cash, capital gains
distributions (if any) in shares.
/ / Income dividends and capital gains distributions (if
any) to be paid in cash.
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G) TELEPHONE / / I/we hereby authorize the Fund and
REDEMPTION its agents to honor any telephone Name of COMMERCIAL Bank (Not Savings
AND EXCHANGE requests to wire redemption proceeds to Bank)
OPTION the commercial bank indicated at right Bank Account No.
Please select at time of and/or mail redemption proceeds to the
initial application if you name and address in which my/our fund
wish to redeem or exchange account is registered if such requests Bank
shares by telephone. A are believed to be authentic. ABA
SIGNATURE GUARANTEE IS The Fund and the Fund's Transfer Agent No.
REQUIRED IF BANK ACCOUNT IS will employ reasonable procedures to
NOT REGISTERED IDENTICALLY TO confirm that instructions communicated Name(s) in which your BANK Account is
YOUR FUND ACCOUNT. by telephone are genuine. These Established
TELEPHONE REQUESTS FOR procedures include requiring the
REDEMPTIONS OR EXCHANGE WILL investor to provide certain personal Bank's Street
NOT BE HONORED UNLESS THE BOX identification information at the time Address
IS CHECKED. an account is opened and prior to
effecting each transaction requested by City State Zip
telephone. In addition, all telephone
transaction requests will be recorded
and investors may be required to provide
additional telecopied written
instructions of transaction requests.
Neither the Fund nor the Transfer Agent
will be responsible for any loss,
liability, cost or expense for following
instructions received by telephone that
it reasonably believes to be genuine.
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H) INTERESTED PARTY
OPTION Name
In addition to the
account statement sent to
my/our registered Address
address, I/we hereby
authorize the fund to City State Z
mail duplicate statements Code
to the name and address
provided at right.
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I) DEALER
INFORMATION
Representative Name Representative
No. Branch
No.
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J) SIGNATURE OF
ALL HOLDERS
AND TAXPAYER
CERTIFICATION
Sign Here ,
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The undersigned certify that I/we have full authority and legal capacity
to purchase and redeem shares of the Fund and affirm that I/we have
received a current Prospectus of the Morgan Stanley Institutional Fund,
Inc. and agree to be bound by its terms.
BY SIGNING THIS APPLICATION, I/WE HEREBY CERTIFY UNDER PENALTIES OF
PERJURY THAT THE INFORMATION ON THIS APPLICATION IS COMPLETE AND CORRECT
AND THAT AS REQUIRED BY FEDERAL LAW (PLEASE CHECK APPLICABLE BOXES
BELOW):
/ / U.S. CITIZEN(S)/TAXPAYER(S):
/ / I/WE CERTIFY THAT (1) THE NUMBER(S) SHOWN ABOVE ON THIS FORM
IS/ARE THE CORRECT SSN(S) OR TIN(S) AND (2) I/WE ARE NOT
SUBJECT TO ANY BACKUP WITHHOLDING EITHER BECAUSE (A) I/WE ARE
EXEMPT FROM BACKUP WITHHOLDING; (B) I/WE HAVE NOT BEEN
NOTIFIED BY THE INTERNAL REVENUE SERVICE ("IRS") THAT I/WE
ARE SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO
REPORT ALL INTEREST OR DIVIDENDS; OR (C) THE IRS HAS NOTIFIED
ME/US THAT I AM/WE ARE NO LONGER SUBJECT TO BACKUP
WITHHOLDING.
/ / IF NO TIN(S) OR SSN(S) HAS/HAVE BEEN PROVIDED ABOVE, I/WE
HAVE APPLIED, OR INTEND TO APPLY, TO THE IRS OR THE SOCIAL
SECURITY ADMINISTRATION FOR A TIN OR A SSN AND I/WE
UNDERSTAND THAT IF I/WE DO NOT PROVIDE EITHER NUMBER TO CHASE
GLOBAL FUNDS SERVICES COMPANY ("CGFSC") WITHIN 60 DAYS OF THE
DATE OF THIS APPLICATION OR IF I/WE FAIL TO FURNISH MY/OUR
CORRECT SSN(S) OR TIN(S), I/WE MAY BE SUBJECT TO A PENALTY
AND A 31% BACKUP WITHHOLDING ON DISTRIBUTIONS AND REDEMPTION
PROCEEDS. (PLEASE PROVIDE EITHER NUMBER ON IRS FORM W-9). YOU
MAY REQUEST SUCH FORM BY CALLING CGFSC AT 800-282-4404.
/ / NON-U.S. CITIZEN(S)/TAXPAYER(S):
INDICATE COUNTRY OF RESIDENCE FOR TAX PURPOSES:
UNDER PENALTIES OF PERJURY, I/WE CERTIFY THAT I/WE ARE NOT U.S.
CITIZENS OR RESIDENTS AND I/WE ARE EXEMPT FOREIGN PERSONS AS DEFINED BY
THE INTERNAL REVENUE SERVICE.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.
(X)
(X) Signature (if joint account, both
Signature Date must sign) Date
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