MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND INC
497, 1999-08-06
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                        SUPPLEMENT DATED AUGUST 6, 1999
                        TO PROSPECTUS DATED MAY 1, 1999

                                       OF

                         GLOBAL FIXED INCOME PORTFOLIO
                              HIGH YIELD PORTFOLIO

                                 PORTFOLIOS OF

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

    The Prospectus is hereby amended and supplemented to reflect changes in the
portfolio management of the Global Fixed Income and High Yield Portfolios.
Christian G. Roth now shares primary responsibility for managing the assets of
the Global Fixed Income Portfolio. In addition, Thomas L. Bennett no longer
serves as Portfolio Manager to the High Yield Portfolio. Accordingly, the
paragraphs "GLOBAL FIXED INCOME PORTFOLIO" and "HIGH YIELD PORTFOLIO" on page 7
are hereby deleted and replaced with the following:

GLOBAL FIXED INCOME PORTFOLIO
J. DAVID GERMANY, MICHAEL B. KUSHMA, PAUL F. O'BRIEN, RAM WILLNER AND CHRISTIAN
G. ROTH

J. David Germany joined MSDW Investment Management in 1996 and is a Managing
Director of Morgan Stanley. He has been a Portfolio Manager with MSDW Investment
Management's affiliated institutional investment management company, Miller
Anderson & Sherrerd, LLP ("MAS") since 1991. He was a Vice President and Senior
Economist for Morgan Stanley from 1989 to 1991. He holds an A.B. degree
(VALEDICTORIAN) from Princeton University and a Ph.D. in Economics from the
Massachusetts Institute of Technology. Michael B. Kushma, a Principal of Morgan
Stanley, joined MSDW Investment Management in 1987. He was a member of Morgan
Stanley's Global Fixed Income Strategy Group in the fixed income division from
1987 to 1995, where he became the division's senior government bond strategist.
He joined MSDW Investment Management in 1995, where he took responsibility for
global fixed income bond strategy. He has advised MAS Funds Global Fixed Income
and International Fixed Income Portfolios since 1996. Mr. Kushma received an
A.B. in Economics from Princeton University in 1979, a Masters in Economics from
the London School of Economics in 1981 and a Masters of Philosophy from Columbia
University in 1983. Paul F. O'Brien joined MSDW Investment Management and MAS in
1996 and is a Principal of Morgan Stanley. He was head of European Economics
from 1993 through 1995 for JP Morgan and a Principal Administrator from 1991
through 1992 for the Organization for Economic Cooperation and Development. Mr.
O'Brien attended the United States Naval Academy and holds a B.S. degree from
the Massachusetts Institute of Technology and a Ph.D. in Economics from the
University of Minnesota. Ram Willner, a Principal of Morgan Stanley, has been a
Portfolio Manager with MAS since April 1998. From 1994 to 1998 he was a Market
Strategist/Risk Control Manager and Director of International Bond Research with
Pacific Investment Management Company and from 1992 to 1994 he was a Senior
Quantitative Analyst for Sanford C. Bernstein & Co. Prior to that he was a Vice
President of Citibank, NA. Mr. Willner holds a B.A. from Brandeis University, an
M.S.I.A. from Carnegie-Mellon University and a D.B.A. from Harvard
<PAGE>
University. Christian G. Roth joined MAS in 1991 and is a Principal of Morgan
Stanley. He has been a Portfolio Manager with MAS since 1993. Prior to joining
MAS, Mr. Roth served as a Senior Associate in the Merchant Banking Group of Dean
Witter Capital Corporation. Mr. Roth received a B.S. from The Wharton School of
the University of Pennsylvania. Messrs. Germany, Kushma and O'Brien have shared
primary responsibility for managing the Portfolio's assets since September 1997.
Messrs. Willner and Roth have shared primary responsibility for managing the
Portfolio's assets since April 1998 and July 1999, respectively.

HIGH YIELD PORTFOLIO
ROBERT ANGEVINE, STEPHEN F. ESSER AND GORDON W. LOERY

Robert Angevine is a Principal of MSDW Investment Management and Morgan Stanley
and the Portfolio Manager for high yield investments. Prior to joining MSDW
Investment Management in October 1988, he spent over eight years at Prudential
Insurance where he was responsible for one of the largest open-end high yield
mutual funds in the country. Mr. Angevine also manages high yield assets for one
of the largest corporate pension funds in the country. His other experience
includes international treasury operations at a major pharmaceutical company and
commercial banking. Mr. Angevine received a B.A. in Economics from Lafayette
College and an M.B.A. from Fairleigh Dickinson University. He served two years
as a Lieutenant in the U.S. Army. Stephen F. Esser joined MSDW Investment
Management in 1996, is a Managing Director of Morgan Stanley, and has been a
Portfolio Manager with MAS since 1988. Mr. Esser is a member of the New York
Society of Security Analysts and holds a B.S. degree (SUMMA CUM LAUDE AND PHI
BETA KAPPA) from the University of Delaware. Gordon W. Loery, currently a
Principal of MSDW Investment Management joined MSDW Investment Management as a
Fixed Income Analyst in 1990. Mr. Angevine has had primary responsibility for
managing the Portfolio's assets since its inception. Mr. Esser and Mr. Loery
have shared primary responsibility for managing the Portfolio's assets since
April 1996 and April 1999, respectively.
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