MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND INC, 485APOS, 2000-09-19

MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND INC
485APOS, 2000-09-19

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<PAGE>

As Filed With the Securities and Exchange Commission on September 19, 2000

File No. 33-23166
811-5624
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 44 /X/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 45 /X/

MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1221 Avenue of the Americas
New York, New York 10020
------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (800) 548-7786
--------------

Harold J. Schaaff, Jr., Esq.
Morgan Stanley Dean Witter Investment Management Inc.
1221 Avenue of the Americas, New York, New York 10020
-----------------------------------------------------------------
(Name and Address of Agent for Service)

Copy to:

<TABLE>
<CAPTION>
<S> <C>
Arthur Lev Esq. Richard W. Grant, Esq.
Morgan Stanley Dean Witter Investment Management Inc. Morgan, Lewis & Bockius LLP
1221 Avenue of the Americas 1701 Market Street
New York, NY 10020 Philadelphia, PA 19103
</TABLE>

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It is proposed that this filing will become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b)
----
on [date] pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
X 75 days after filing pursuant to paragraph (a)(2)
----
on [ date] pursuant to paragraph (a) of Rule 485.
----

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<PAGE>
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PROSPECTUS [ ], 2000
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PORTFOLIOS OF [LOGO] MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.

EMERGING MARKETS ADVISORY PORTFOLIO
THE EMERGING MARKETS ADVISORY PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION BY
INVESTING PRIMARILY IN GROWTH-ORIENTED EQUITY SECURITIES OF ISSUERS IN EMERGING
MARKET COUNTRIES.

THIS PORTFOLIO IS AVAILABLE ONLY TO PRIVATE ADVISORY CLIENTS OF MORGAN STANLEY
DEAN WITTER INVESTMENT MANAGEMENT INC. OR ITS AFFILIATES.

INVESTMENT ADVISER
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
DISTRIBUTOR
MORGAN STANLEY & CO. INCORPORATED

MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC. (THE "FUND") IS A NO-LOAD
MUTUAL FUND THAT IS DESIGNED TO MEET THE INVESTMENT NEEDS OF DISCERNING
INVESTORS WHO PLACE A PREMIUM ON QUALITY AND PERSONAL SERVICE. THE FUND MAKES
AVAILABLE TO INSTITUTIONAL INVESTORS A SERIES OF PORTFOLIOS WHICH BENEFIT FROM
THE INVESTMENT EXPERTISE AND COMMITMENT TO EXCELLENCE ASSOCIATED WITH MORGAN
STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. ("MSDW INVESTMENT MANAGEMENT")
AND ITS AFFILIATES. THIS PROSPECTUS OFFERS CLASS A SHARES OF THE EMERGING
MARKETS ADVISORY PORTFOLIO (THE "PORTFOLIO").

THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
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TABLE OF CONTENTS PAGE
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<TABLE>
<S> <C>
INVESTMENT SUMMARY
EMERGING MARKETS ADVISORY PORTFOLIO 1
ADDITIONAL RISK FACTORS AND INFORMATION 2
FEES AND EXPENSES OF THE PORTFOLIO 4
INVESTMENT ADVISER 5
MANAGEMENT FEES
PORTFOLIO MANAGERS 6
DISTRIBUTION OF PORTFOLIO SHARES 7
SHAREHOLDER INFORMATION 7
ACCOUNT REGISTRATION FORM
</TABLE>
<PAGE>
----------------------------
INVESTMENT SUMMARY
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EMERGING MARKETS ADVISORY PORTFOLIO
-------------------------------------------------------------------------------
THE EMERGING MARKETS ADVISORY PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION BY
INVESTING PRIMARILY IN GROWTH-ORIENTED EQUITY SECURITIES OF ISSUERS IN EMERGING
MARKET COUNTRIES.
--------------------------------------------------------------------------------
APPROACH
MSDW Investment Management seeks to maximize returns by investing in
growth-oriented equity securities in emerging markets. MSDW Investment
Management's investment approach combines top-down country allocation with
bottom-up stock selection. Investment selection criteria include attractive
growth characteristics, reasonable valuations and company managements with a
strong shareholder value orientation.
PROCESS
MSDW Investment Management's global strategists analyze the global economic
environment, particularly its impact on emerging markets and allocates the
Portfolio's assets among emerging markets based on relative economic, political
and social fundamentals, stock valuations and investor sentiment. MSDW
Investment Management invests within countries based on the work of country
specialists who conduct extensive fundamental analysis of companies within these
markets and seek to identify companies with strong earnings growth prospects. To
manage risk, MSDW Investment Management emphasizes thorough macroeconomic and
fundamental research.
RISK
Investing in the Emerging Markets Advisory Portfolio may be appropriate for you
if you are willing to accept the risks and uncertainties of investing in the
equity securities of issuers in emerging markets in the hope of earning superior
returns. In general, prices of equity securities are more volatile than those of
fixed income securities. The prices of equity securities will rise and fall in
response to a number of different factors. In particular, prices of equity
securities will respond to events that affect entire financial markets or
industries (changes in inflation or consumer demand, for example) and to events
that affect particular issuers (news about the success or failure of a new
product, for example). In addition, at times the Portfolio's market sector,
emerging markets equity securities, may underperform relative to other sectors.

THE RISK OF INVESTING IN THE PORTFOLIO MAY BE INTENSIFIED BECAUSE THE PORTFOLIO
IS NON-DIVERSIFIED, WHICH MEANS THAT IT MAY INVEST IN SECURITIES OF A LIMITED
NUMBER OF ISSUERS. AS A RESULT, THE PERFORMANCE OF A PARTICULAR INVESTMENT OR A
SMALL GROUP OF INVESTMENTS MAY AFFECT THE PORTFOLIO'S PERFORMANCE MORE THAN IF
THE PORTFOLIO WERE DIVERSIFIED.

THERE IS NO PERFORMANCE INFORMATION FOR THE PORTFOLIO SINCE IT WAS NOT IN
OPERATION FOR A FULL CALENDAR YEAR AS OF THE DATE OF THIS PROSPECTUS.

1
<PAGE>
INVESTMENT SUMMARY
--------------------------------------------------------------------------------
ADDITIONAL RISK FACTORS AND INFORMATION
-------------------------------------------------------------------------------

THIS SECTION DISCUSSES ADDITIONAL RISK FACTORS AND INFORMATION RELATING TO THE
PORTFOLIO. THE PORTFOLIO'S INVESTMENT PRACTICES AND LIMITATIONS ARE DESCRIBED IN
MORE DETAIL IN THE STATEMENT OF ADDITIONAL INFORMATION ("SAI"), WHICH LEGALLY IS
A PART OF THIS PROSPECTUS. FOR DETAILS ON HOW TO OBTAIN A COPY OF THE SAI AND
OTHER REPORTS AND INFORMATION, SEE THE BACK COVER OF THIS PROSPECTUS.
----------------------------------------------------------------------------
PRICE VOLATILITY
The value of your investment in the Portfolio is based on the market prices of
the securities the Portfolio holds. These prices change daily due to economic
and other events that affect markets generally, as well as those that affect
particular regions, countries, industries, companies or governments. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the Portfolio owns and the markets in which the
securities trade. Over time, equity securities have generally shown gains
superior to fixed income securities, although they have tended to be more
volatile in the short term. Fixed income securities, regardless of credit
quality, also experience price volatility, especially in response to interest
rate changes. As a result of price volatility, there is a risk that you may lose
money by investing in the Portfolio.

FOREIGN INVESTING
Investing in foreign countries, particularly emerging markets, entails the risk
that news and events unique to a country or region will affect those markets and
their issuers. These same events will not necessarily have an effect on the U.S.
economy or similar issuers located in the United States. In addition, the
Portfolio's investments in foreign countries generally will be denominated in
foreign currencies. As a result, changes in the value of a country's currency
compared to the U.S. dollar may affect the value of the Portfolio's investments.
These changes may occur separately from and in response to events that do not
otherwise affect the value of the security in the issuer's home country. MSDW
Investment Management may invest in certain instruments, such as derivatives,
and may use certain techniques, such as hedging, to manage these risks. However,
MSDW Investment Management cannot guarantee that it will be practical to hedge
these risks in certain markets or under particular conditions or that it will
succeed in doing so.

EMERGING MARKET RISKS
Emerging market countries are countries that major international financial
institutions, such as the World Bank, generally consider to be less economically
mature than developed nations, such as the United States or most nations in
Western Europe. Emerging market countries can include every nation in the world
except the United States, Canada, Japan, Australia, New Zealand and most
countries located in Western Europe. Emerging market countries may be more
likely to experience political turmoil or rapid changes in economic conditions
than more developed countries, and the financial condition of issuers in
emerging market countries may be more precarious than in other countries. These
characteristics result in greater risk of price volatility in emerging market
countries, which may be heightened by currency fluctuations relative to the U.S.
dollar.

DERIVATIVES
The Portfolio may use various instruments that derive their values from those of
specified securities, indices, currencies or other points of reference for both
hedging and non-hedging purposes. Derivatives include futures, options, forward
contracts, swaps, and structured notes. These derivatives, including those used
to manage risk, are themselves subject to risks of the different markets in
which they trade and, therefore, may not serve their intended purposes.

The primary risks of derivatives are: (i) changes in the market value of
securities held by the Portfolio, and of derivatives relating to those
securities, may not be proportionate, (ii) there may not be a liquid market for
the Portfolio to sell a derivative, which could result in difficulty closing a
position and (iii) certain derivatives can magnify the extent of losses incurred
due to changes in the market value of the securities to which they relate. In
addition, some derivatives are subject to counterparty risk. To minimize this
risk, the Portfolio may enter into derivatives transactions only with
counterparties that meet certain requirements for credit quality and collateral.
Also, the Portfolio may invest in certain derivatives that require the Portfolio
to segregate some or all of its cash or liquid securities to cover its
obligations under those instruments. At certain levels, this can cause the
Portfolio to lose flexibility in managing its investments properly, responding
to shareholder redemption requests, or meeting other obligations. If the
Portfolio is in that position, it could be forced to sell other securities that
it wanted to retain.

2
<PAGE>
The Portfolio will limit its use of derivatives for non-hedging purposes to
33 1/3% of its total assets measured by the aggregate notional amount of
outstanding derivatives. While the use of derivatives may be advantageous to the
Portfolio, if MSDW Investment Management is not successful in employing them,
the Portfolio's performance may be worse than if it did not make such
investments. See the SAI for more about the risks of different types of
derivatives.

INVESTMENT DISCRETION
In pursuing the Portfolio's investment objectives, MSDW Investment Management
has considerable leeway in deciding which investments it buys, holds or sells on
a day-to-day basis, and which trading strategies it uses. For example, MSDW
Investment Management may determine to use some permitted trading strategies
while not using others. The success or failure of such decisions will affect the
Portfolio's performance.

BANK INVESTORS
An investment in the Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.

TEMPORARY DEFENSIVE
INVESTMENTS
When MSDW Investment Management believes that changes in economic, financial or
political conditions warrant, the Portfolio may invest without limit in certain
short- and medium-term fixed income securities for temporary defensive purposes.
If MSDW Investment Management incorrectly predicts the effects of these changes,
such defensive investments may adversely affect the Portfolio's performance and
the Portfolio may not achieve its investment objective.

PORTFOLIO TURNOVER
Consistent with its investment policies, the Portfolio will purchase and sell
securities without regard to the effect on portfolio turnover. Higher portfolio
turnover will cause the Portfolio to incur additional transaction costs and may
result in taxable gains being passed through to shareholders.

3
<PAGE>
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FEES AND EXPENSES OF THE PORTFOLIO
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The Commission requires that the Fund disclose in the table below the fees and
expenses that you may pay if you buy and hold shares of the Portfolio. The
Portfolio does not charge any sales loads or similar fees when you purchase or
redeem shares. The Annual Fund Operating Expenses in the table below do not
reflect voluntary fee waivers, which are described in the footnotes below,
and/or expense reimbursements from MSDW Investment Management.

2000 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND
ASSETS)*

<TABLE>
<CAPTION>
EMERGING MARKETS
ADVISORY
PORTFOLIO
<S> <C>
MANAGEMENT FEES
-----------------------------------------------------------------------------------
CLASS A 1.25%

12b-1 FEE
-----------------------------------------------------------------------------------
CLASS A NONE

OTHER EXPENSES**
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CLASS A [%]

TOTAL ANNUAL FUND OPERATING EXPENSES
-----------------------------------------------------------------------------------
CLASS A [%]
</TABLE>

*THE MANAGEMENT FEE FOR THE PORTFOLIO SHOWN IN THE TABLE ABOVE IS THE HIGHEST
THAT COULD BE CHARGED. THIS TABLE DOES NOT SHOW THE EFFECTS OF MSDW INVESTMENT
MANAGEMENT'S VOLUNTARY FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS. MSDW
INVESTMENT MANAGEMENT HAS VOLUNTARILY AGREED TO WAIVE A PORTION OF ITS FEE
AND/OR REIMBURSE EXPENSES IF ANNUAL OPERATING EXPENSES, EXCLUDING CERTAIN
INVESTMENT RELATED EXPENSES DESCRIBED BELOW, EXCEED [ ]%.

IN DETERMINING THE ACTUAL AMOUNT OF VOLUNTARY MANAGEMENT FEE WAIVER AND/OR
EXPENSE REIMBURSEMENT FOR THE PORTFOLIO, IF ANY, CERTAIN INVESTMENT RELATED
EXPENSES, SUCH AS FOREIGN COUNTRY TAX EXPENSE AND INTEREST EXPENSE ON BORROWINGS
ARE EXCLUDED FROM ANNUAL OPERATING EXPENSES. IF THESE EXPENSES WERE INCURRED,
THE PORTFOLIO'S TOTAL OPERATING EXPENSES AFTER VOLUNTARY FEE WAIVERS AND/OR
REIMBURSEMENTS WOULD EXCEED THE EXPENSE RATIOS SHOWN ABOVE.

FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS ARE VOLUNTARY AND MSDW INVESTMENT
MANAGEMENT RESERVES THE RIGHT TO TERMINATE ANY WAIVER AND/OR REIMBURSEMENT AT
ANY TIME AND WITHOUT NOTICE.

**OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

4
<PAGE>
EXAMPLE
THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE
PORTFOLIO WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS HAVING SIMILAR
INVESTMENT OBJECTIVES.
----------------------------------------------------------------------------
The example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example assumes that your investment has a 5% return each year and
that the Portfolio's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
EMERGING MARKETS
ADVISORY PORTFOLIO
----------------------------------------------------------------------------------------------------
CLASS A $[ ] $[ ] $[ ] $[ ]
</TABLE>

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INVESTMENT ADVISER
-------------------------------------------------------------------------------

Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management"), with principal offices at 1221 Avenue of the Americas, New York,
New York 10020, conducts a worldwide portfolio management business and provides
a broad range of portfolio management services to customers in the United States
and abroad. Morgan Stanley Dean Witter & Co. ("MSDW") is the direct parent of
MSDW Investment Management and Morgan Stanley & Co. Incorporated ("Morgan
Stanley"), the Fund's Distributor. MSDW is a preeminent global financial
services firm that maintains leading market positions in each of its three
primary businesses -- securities, asset management and credit services. At
June 30, 2000, MSDW Investment Management, together with its affiliated
institutional asset management companies, managed assets of approximately
$178.5 billion, including assets under fiduciary advice.

5
<PAGE>
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PORTFOLIO MANAGERS
-------------------------------------------------------------------------------

THE FOLLOWING INDIVIDUALS HAVE PRIMARY DAY-TO-DAY PORTFOLIO MANAGEMENT
RESPONSIBILITY FOR THE PORTFOLIO:
----------------------------------------------------------------------------

ROBERT L. MEYER AND ANDY SKOV
Robert L. Meyer, a Managing Director of MSDW Investment Management and Morgan
Stanley, joined MSDW Investment Management in 1989. Currently, he is co-head of
and a Portfolio Manager in the Emerging Markets Equity Group. Mr. Meyer was born
in Argentina and graduated from Yale University with a B.A. in Economics and
Political Science. He received a J.D. from Harvard Law School. In addition, Mr.
Meyer is a Chartered Financial Analyst. Andy Skov, a Managing Director of MSDW
Investment Management and Morgan Stanley, joined MSDW Investment Management in
1994. Currently, he is co-head of and a Portfolio Manager in the Emerging
Markets Equity Group. Prior to joining MSDW Investment Management, he worked in
the Latin America group at Bankers Trust Company in corporate finance, research
and sales; two of those years he spent in Argentina. Mr. Skov graduated from the
University of California at Berkeley with a B.A. (PHI BETA KAPPA) in Political
Science and Economic Development. Mr. Meyer has assisted in managing the
Portfolio's assets since its inception and assumed primary responsibility for
managing the Portfolio's assets in September 1997. Mr. Skov has shared primary
responsibility for managing the Portfolio's assets since October 1998.

6
<PAGE>
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DISTRIBUTION OF PORTFOLIO SHARES
-------------------------------------------------------------------------------

Morgan Stanley is the exclusive Distributor of shares of the Portfolio. Morgan
Stanley receives no compensation for distributing shares of the Portfolio. The
Distributor may pay others for providing distribution-related and other
services, including account maintenance services. Over time the distribution
fees will increase the cost of your investment and may cost you more than paying
other types of sales charges.

-------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
-------------------------------------------------------------------------------
ABOUT NET ASSET VALUE
The net asset value ("NAV") per share of a class of shares of a Portfolio is
determined by dividing the total market value of the Portfolio's investments and
other assets attributable to the class, less any liabilities attributable to the
class, by the total number of outstanding shares of that class of the Portfolio.
In making this calculation, the Portfolio generally values securities at market
price. If market prices are unavailable or may be unreliable because of events
occurring after the close of trading, fair value prices may be determined in
good faith using methods approved by the Board of Directors. The Portfolio may
hold portfolio securities that are listed on foreign exchanges. These securities
may trade on weekends or other days when the Portfolio does not calculate NAV.
As a result, the value of these investments may change on days when you cannot
purchase or sell shares.

PRICING OF PORTFOLIO SHARES
You may buy or sell (redeem) shares of the Portfolio at the NAV next determined
after receipt of your order. The Fund determines the NAV for the Portfolio as of
the close of the New York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern
Time) on each day that the NYSE is open for business (the "Pricing Time").

HOW TO PURCHASE SHARES
You may purchase shares of the Portfolio directly from the Fund or from the
Distributor on each day that the NYSE is open.

You may arrange to purchase shares directly from the Fund by calling
1-800-548-7786 or by returning a completed Account Registration Form with
payment for your purchase. The price you pay will be the NAV calculated at the
Pricing Time following receipt of your purchase order and payment.

To purchase shares through the Distributor, you should contact the Distributor
for details. Generally, the price of shares purchased through the Distributor is
the price calculated at the next Pricing Time after the Fund receives your order
from the Distributor.

7
<PAGE>
HOW TO REDEEM SHARES
You may redeem Portfolio shares directly from the Fund or through the
Distributor, each as described above under "How to purchase shares." The
redemption price will be the NAV per share calculated at the next Pricing Time,
which may be more or less than the purchase price of your shares. The Fund will
ordinarily distribute redemption proceeds in cash within one business day of
your redemption request, but it may take up to seven business days. However, if
you purchased shares by check, the Fund will not distribute redemption proceeds
until it has collected your purchase payment, which may take up to eight days.
In certain circumstances, for example, if payment of redemption proceeds in cash
would be detrimental to the remaining shareholders, the Portfolio may pay
redemption proceeds by a distribution-in-kind of readily marketable portfolio
securities.

DIVIDENDS AND DISTRIBUTIONS
The Portfolio's policy is to distribute to shareholders substantially all of its
taxable net investment income in the form of an annual dividend and to
distribute net capital gains, if any, at least annually.

8
<PAGE>
The Fund automatically reinvests all dividends and distributions in additional
shares. However, you may elect to receive distributions in cash by giving
written notice to the Fund or your Financial Intermediary or by checking the
appropriate box in the Distribution Option section on the Account Registration
Form.

TAXES
The dividends and distributions you receive from the Portfolio may be subject to
Federal, state and local taxation, depending on your tax situation. The tax
treatment of dividends and distributions is the same whether or not you reinvest
them. Dividends are taxed as ordinary income, long-term capital gains
distributions are taxed at a maximum rate of 20%, and short-term capital gains
distributions are taxed at ordinary income rates. The Portfolio may be able to
pass through to you a credit for foreign income taxes it pays. The Fund will
tell you annually how to treat dividends and distributions.

If you redeem shares of the Portfolio, you will be subject to tax on any gains
you earn based on your holding period for the shares.

Because each investor's tax circumstances are unique and the tax laws may
change, you should consult your tax advisor about your investment.

9
<PAGE>

<TABLE>
<S> <C>
PORTFOLIOS OF [ICON] MORGAN STANLEY DEAN WITTER EMERGING MARKETS ADVISORY
INSTITUTIONAL FUND, INC. PORTFOLIO
</TABLE>

ACCOUNT REGISTRATION FORM
ACCOUNT INFORMATION
If you need assistance in filling out this form for
Morgan Stanley Dean Witter Institutional Fund, Inc.,
please contact your 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 on the back cover. Fill in where appropriate
below.
REGISTRATION
/ / INDIVIDUAL

-----------------------------------------------------
FIRST NAME MIDDLE INITIAL LAST NAME

/ / JOINT TENANTS (RIGHTS OF SURVIVORSHIP PRESUMED
UNLESS TENANCY IN COMMON IS INDICATED)

-----------------------------------------------------
FIRST NAME MIDDLE INITIAL LAST NAME

/ / CORPORATIONS, TRUSTS AND OTHERS Please call the
Fund for additional documents that may be required
to set up account and to authorize transactions.

<TABLE>
<S> <C>
Type of Registration: / / Incorporated/ / Unincorporated Association/ / Partnership
/ / Uniform Gift/Transfer to Minor
(ONLY ONE CUSTODIAN AND MINOR PERMITTED)
/ / Trust -------------------- / / Other (SPECIFY) --------------------
</TABLE>

MAILING ADDRESS
Please fill in completely, including telephone
number(s).

/ / UNITED STATES CITIZEN / / RESIDENT ALIEN

-----------------------------------------------------
STREET OR P.O. BOX

-----------------------------------------------------
CITY STATE ZIP CODE

-----------------------------------------------------
HOME TELEPHONE NUMBER BUSINESS TELEPHONE NUMBER

/ / NON-RESIDENT ALIEN
Permanent Address (WHERE YOU RESIDE PERMANENTLY FOR
TAX PURPOSES)

-----------------------------------------------------
STREET OR P.O. BOX

-----------------------------------------------------
CITY COUNTRY POSTAL CODE

-----------------------------------------------------
HOME TELEPHONE NUMBER BUSINESS TELEPHONE NUMBER

Current Mailing Address (IF DIFFERENT FROM PERMANENT
ADDRESS)

-----------------------------------------------------
STREET OR P.O. BOX

-----------------------------------------------------
CITY COUNTRY POSTAL CODE

-----------------------------------------------------
HOME TELEPHONE NUMBER BUSINESS TELEPHONE NUMBER
TAXPAYER IDENTIFICATION NUMBER
Enter your Taxpayer Identification Number. For most
individual taxpayers, this is your Social Security
Number.

/ / INDIVIDUAL

----------------------------------------------- OR
TAXPAYER IDENTIFICATION NUMBER ("TIN")

-----------------------------------------------
SOCIAL SECURITY NUMBER ("SSN")

/ / JOINT TENANTS (RIGHTS OF SURVIVORSHIP PRESUMED
UNLESS TENANCY IN COMMON IS INDICATED)

----------------------------------------------- OR
TAXPAYER IDENTIFICATION NUMBER ("TIN")

-----------------------------------------------
SOCIAL SECURITY NUMBER ("SSN")

----------------------------------------------- OR
TAXPAYER IDENTIFICATION NUMBER ("TIN")

-----------------------------------------------
SOCIAL SECURITY NUMBER ("SSN")

For Custodian account of a minor (Uniform
Gifts/Transfers to Minor Acts), give the SSN of the
minor.

IMPORTANT TAX INFORMATION
You (as a payee) are required by law to provide us (as
payor) 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 ("IRS").
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.
<PAGE>
PORTFOLIO AND CLASS SECTION
Class A shares minimum $[ ] for each Portfolio
and minimum $[ ] for each Portfolio.
Please indicate Portfolio, class and amount for
purchase of the following Portfolio(s):

<TABLE>
<C> <S> <C>
EMERGING MARKETS ADVISORY / / Class A Shares [xxx] $ ----------
PORTFOLIO
Total Initial Investment $ ----------
</TABLE>

METHOD OF INVESTMENT
Please indicate Portfolio and manner of payment.

/ / Check (MAKE CHECK PAYABLE TO MORGAN STANLEY DEAN
WITTER INSTITUTIONAL FUND, INC.--PORTFOLIO NAME)

/ / Exchange $
---------------------------------------

From
---------------------------------------
NAME OF PORTFOLIO
------------------------------------------
ACCOUNT NUMBER

Account previously established by:

/ / Phone exchange / / Wire on
---------------------------------------
DATE
--------------------------------------------------
ACCOUNT NUMBER
(PREVIOUSLY ASSIGNED BY THE FUND)

DISTRIBUTION OPTION
Income dividends and capital gains distributions (if
any) to 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.
TELEPHONE REDEMPTION
Please select at time of initial application if you
wish to redeem or exchange shares by telephone. A
SIGNATURE GUARANTEE IS REQUIRED IF BANK ACCOUNT IS NOT
REGISTERED IDENTICALLY TO YOUR FUND ACCOUNT.

TELEPHONE REQUESTS FOR REDEMPTIONS OR EXCHANGE WILL
NOT BE HONORED UNLESS THE BOX IS CHECKED.

<TABLE>
<S> <C> <C>
/ / I/we hereby authorize the Fund and its agents to
honor any telephone requests to wire redemption
proceeds to the commercial bank indicated at right
and/or mail redemption proceeds to the name and
address in which my/our fund account is registered ------------------------
if such requests are believed to be authentic. NAME OF COMMERCIAL BANK (NOT SAVINGS BANK)
The Fund and the Fund's Transfer Agent will employ ------------------------
reasonable procedures to confirm that instructions BANK ACCOUNT NUMBER
communicated by telephone are genuine. These ------------------------
procedures include requiring the investor to BANK ABA NUMBER
provide certain personal identification ------------------------
information at the time an account is opened and NAME(S) IN WHICH YOUR BANK ACCOUNT IS
prior to effecting each transaction requested by ESTABLISHED
telephone. In addition, all telephone transaction ------------------------
requests will be recorded and investors may be BANK'S STREET ADDRESS
required to provide additional telecopied written ------------------------
instructions of transaction requests. Neither the CITY STATE ZIP CODE
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.
</TABLE>

INTERESTED PARTY OPTION
/ / In addition to the account statement sent to
my/our registered address, I/we hereby authorize
the Fund to mail duplicate statements to the name
and address provided below.

-----------------------------------------------------
NAME STREET OR P.O. BOX

-----------------------------------------------------
CITY STATE ZIP CODE
DEALER INFORMATION

------------------------------------------------------
REPRESENTATIVE NAME REPRESENTATIVE NUMBER BRANCH
NUMBER
SIGNATURE OF ALL HOLDERS
AND TAXPAYER CERTIFICATION
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 Morgan Stanley Dean Witter 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 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 800-548-7786.

NON-U.S. CITIZEN(S)/TAXPAYER(S):

/ / 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 IRS.

The IRS does not require your consent to any provision
of this document other than the certifications
required to avoid backup withholding.

SIGN HERE -->
---------------------------------------
SIGNATURE DATE
---------------------------------------
SIGNATURE (IF JOINT ACCOUNT, BOTH MUST
SIGN) DATE
<PAGE>
-------------------------------------------------------------------------------
WHERE TO FIND ADDITIONAL INFORMATION
-------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
In addition to this Prospectus, the Fund has an SAI, dated [ ], which
contains additional, more detailed information about the Fund and the Portfolio.
The SAI is incorporated by reference into this Prospectus and, therefore,
legally forms a part of this Prospectus.

SHAREHOLDER REPORTS
The Fund publishes annual and semi-annual reports containing financial
statements. These reports contain additional information about the Portfolio's
investments. In the Fund's shareholder reports, you will find a discussion of
the market conditions and the investment strategies that significantly affected
the Portfolio's performance during that period.

For additional Fund information, including information regarding investments
comprising the Fund's Portfolio, please call 1-800-548-7786.

You may obtain the SAI and shareholder reports without charge by contacting the
Fund at the toll-free number above. If you purchased shares through a Financial
Intermediary, you may also obtain these documents, without charge, by contacting
your Financial Intermediary.

Information about the Fund, including the SAI, and the annual and semi-annual
reports, may be obtained from the Commission in any of the following ways:
(1) In person: you may review and copy documents in the Commission's Public
Reference Room in Washington D.C. (for information on the operation of the
Public Reference Room, call 1-202-942-8090); (2) On-line: you may retrieve
information from the EDGAR Database on the Commission's web site at "http://
www.sec.gov"; or (3) By mail: you may request documents, upon payment of a
duplicating fee, by writing to Securities and Exchange Commission, Public
Reference Section, Washington, D.C. 20549-0102. You may also obtain this
information, upon payment of a duplicating fee, by e-mailing the Commission at
the following address: [email protected]. To aid you in obtaining this
information, the Fund's Investment Company Act registration number is 811-05624.

[LOGO] MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.
P.O. Box 2798
Boston, Massachusetts 02208-2798

FOR INFORMATION CALL 1-800-548-7786
<PAGE>
MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION

This statement of additional information is not a prospectus but should be read
in conjunction with the Emerging Markets Advisory Portfolio (the "Portfolio")
Prospectus dated [ , 2000], which may be obtained by calling the Morgan
Stanley Dean Witter Institutional Fund, Inc. (the "Fund") Services Group at
1-800-548-7786.
--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INVESTMENT POLICIES AND STRATEGIES.......................... 2
INVESTMENT LIMITATIONS...................................... 15
PURCHASE OF SHARES.......................................... 16
REDEMPTION OF SHARES........................................ 17
ACCOUNT POLICIES AND FEATURES............................... 18
MANAGEMENT OF THE FUND...................................... 20
INVESTMENT ADVISORY AND OTHER SERVICES...................... 23
DISTRIBUTIONS OF SHARES..................................... 23
BROKERAGE PRACTICES......................................... 24
GENERAL INFORMATION......................................... 25
TAXES....................................................... 25
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES......... 29
PERFORMANCE INFORMATION..................................... 29
DESCRIPTION OF RATINGS...................................... 31
</TABLE>

THIS PORTFOLIO IS AVAILABLE ONLY TO PRIVATE ADVISORY CLIENTS OF MORGAN STANLEY
DEAN WITTER INVESTMENT MANAGEMENT INC. OR ITS AFFILIATES.
1
<PAGE>
INVESTMENT POLICIES AND STRATEGIES

This Statement of Additional Information ("SAI") provides additional information
about the investment policies and operations of the Fund and the Portfolio.
Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management") acts as investment adviser to the Portfolio.

The following provides additional information about the Portfolios' investment
policies. Capitalized items used below are described in more detail later in
this section. The Portfolio's investment policy is: under normal circumstances,
the Portfolio invests at least 65% of its total assets in growth-oriented Equity
Securities of issuers in Emerging Market Countries.

2
<PAGE>
EQUITY SECURITIES

Equity Securities generally represent an ownership interest in an issuer, or may
be convertible into or represent a right to acquire an ownership interest in an
issuer. While there are many types of Equity Securities, prices of all equity
securities will fluctuate. Economic, political and other events may affect the
prices of broad equity markets. For example, changes in inflation or consumer
demand may affect the prices of all Equity Securities in the United States.
Similar events also may affect the prices of particular equity securities. For
example, news about the success or failure of a new product may affect the price
of a particular issuer's Equity Securities.

COMMON STOCKS. Common Stocks represent an ownership interest in a corporation,
entitling the stockholder to voting rights and receipt of dividends paid based
on proportionate ownership.

DEPOSITARY RECEIPTS. Depositary Receipts represent an ownership interest in
securities of foreign companies (an "underlying issuer") that are deposited with
a depositary. Depositary Receipts are not necessarily denominated in the same
currency as the underlying securities. Depositary Receipts include American
Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and other
types of Depositary Receipts (which, together with ADRs and GDRs, are
hereinafter collectively referred to as "Depositary Receipts"). ADRs are
dollar-denominated Depositary Receipts typically issued by a U.S. financial
institution which evidence an ownership interest in a security or pool of
securities issued by a foreign issuer. ADRs are listed and traded in the United
States. GDRs and other types of Depositary Receipts are typically issued by
foreign banks or trust companies, although they also may be issued by U.S.
financial institutions, and evidence ownership interests in a security or pool
of securities issued by either a foreign or a U.S. corporation. Generally,
Depositary Receipts in registered form are designed for use in the U.S.
securities market and Depositary Receipts in bearer form are designed for use in
securities markets outside the United States.

Depositary Receipts may be "sponsored" or "unsponsored." Sponsored Depositary
Receipts are established jointly by a depositary and the underlying issuer,
whereas unsponsored Depositary Receipts may be established by a depositary
without participation by the underlying issuer. Holders of unsponsored
Depositary Receipts generally bear all the costs associated with establishing
unsponsored Depositary Receipts. In addition, the issuers of the securities
underlying unsponsored Depository Receipts are not obligated to disclose
material information in the United States and, therefore, there may be less
information available regarding such issuers and there may not be a correlation
between such information and the market value of the Depositary Receipts. For
purposes of the Portfolio's investment policies, the Portfolio's investments in
Depositary Receipts will be deemed to be an investment in the underlying
securities, except that ADRs may be deemed to be issued by a U.S. issuer.

RIGHTS. Rights represent the right, but not the obligation, for a fixed period
of time to purchase additional shares of an issuer's Common Stock at the time of
a new issuance, usually at a price below the initial offering price of the
Common Stock and before the Common Stock is offered to the general public.
Rights are usually freely transferrable. The risk of investing in a Right is
that the Right may expire prior to the market value of the Common Stock
exceeding the price fixed by the Right.

WARRANTS. Warrants give holders the right, but not the obligation, to buy
Common Stock of an issuer at a given price, usually higher than the market price
at the time of issuance, during a specified period. Warrants are usually freely
transferrable. The risk of investing in a Warrant is that the Warrant may expire
prior to the market value of the Common Stock exceeding the price fixed by the
Warrant.

CONVERTIBLE SECURITIES. Convertible Securities are securities that may be
exchanged under certain circumstances for a fixed number of shares of Common
Stock or other Equity Securities. Convertible Securities generally represent a
feature of some other type of security, such as a Fixed Income Security or
Preferred Stock, so that, for example, a Convertible Fixed Income Security would
be a Fixed Income Security that is convertible into Common Stock. Convertible
Securities may be viewed as an investment in the current security or the
security into which the Convertible Securities may be exchanged and, therefore,
are included in both the definition of Equity Security and Fixed Income
Security.

INVESTMENT COMPANY SECURITIES. Investment Company Securities are securities of
other open-end or closed-end investment companies. The Investment Company Act of
1940, as amended (the "1940 Act"), generally prohibits an investment company
from acquiring more than 3% of the outstanding voting shares of an investment
company and limits such investments to no more than 5% of the Portfolio's total
assets in any one investment company and no more than 10% in any combination of
investment companies. The Portfolio may invest in Investment Company Securities
of investment companies managed by MSDW Investment Management or its affiliates
to the extent permitted under the 1940 Act or as otherwise authorized by the
Securities and Exchange Commission ("SEC"). To the extent the Portfolio invests
a portion of its assets in Investment Company Securities, those assets will be
subject to the risks of the purchased investment company's portfolio securities.
The Portfolio also will bear it's proportionate share of the expenses of the
purchased investment company in addition to its own expenses.
3
<PAGE>
REAL ESTATE INVESTING. Investments in securities of issuers engaged in the real
estate industry entail special risks and considerations. In particular,
securities of such issuers may be subject to risks associated with the direct
ownership of real estate. These risks include: the cyclical nature of real
estate values, risks related to general and local economic conditions,
overbuilding and increased competition, increases in property taxes and
operating expenses, demographic trends and variations in rental income, changes
in zoning laws, casualty or condemnation losses, environmental risks, regulatory
limitations on rents, changes in neighborhood values, changes in the appeal of
properties to tenants, increases in interest rates and other real estate capital
market influences. Generally, increases in interest rates will increase the
costs of obtaining financing, which could directly and indirectly decrease the
value of the Portfolio's investments.

REITS. Real Estate Investment Trusts ("REITs") pool investors' funds for
investment primarily in income producing real estate or real estate related
loans or interests. A REIT is not taxed on income distributed to its
shareholders or unitholders if it complies with regulatory requirements relating
to its organization, ownership, assets and income, and with a regulatory
requirement that it distribute to its shareholders or unitholders at least 95%
of its taxable income for each taxable year. Generally, REITs can be classified
as Equity REITs, Mortgage REITs or Hybrid REITs. Equity REITs invest the
majority of their assets directly in real property and derive their income
primarily from rents and capital gains from appreciation realized through
property sales. Equity REITs are further categorized according to the types of
real estate securities they own, e.g., apartment properties, retail shopping
centers, office and industrial properties, hotels, health-care facilities,
manufactured housing and mixed-property types. Mortgage REITs invest the
majority of their assets in real estate mortgages and derive their income
primarily from interest payments. Hybrid REITs combine the characteristics of
both Equity and Mortgage REITs.

A shareholder in the Portfolio, by investing in REITs indirectly through the
Portfolio, will bear not only his proportionate share of the expenses of the
Portfolio, but also, indirectly, the management expenses of underlying REITs.
REITs may be affected by changes in the value of their underlying properties and
by defaults by borrowers or tenants. Mortgage REITs may be affected by the
quality of the credit extended. Furthermore, REITs are dependent on specialized
management skills. Some REITs may have limited diversification and may be
subject to risks inherent in investments in a limited number of properties, in a
narrow geographic area, or in a single property type. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders or
unitholders, and may be subject to defaults by borrowers and to
self-liquidations. In addition, the performance of a REIT may be affected by its
failure to qualify for tax-free pass-through of income, or its failure to
maintain exemption from registration under the 1940 Act.

SPECIALIZED OWNERSHIP VEHICLES. Specialized ownership vehicles pool investors'
funds for investment primarily in income-producing real estate or real estate
related loans or interests. Such specialized ownership vehicles in which the
Portfolio may invest include property unit trusts, REITs and other similar
specialized investment vehicles. Investments in such specialized ownership
vehicles may have favorable or unfavorable legal, regulatory or tax implications
for the Portfolio and, to the extent such vehicles are structured similarly to
investment funds, may cause the Portfolio's shareholders to indirectly bear
certain additional operating expenses.

FIXED INCOME SECURITIES

Fixed Income Securities generally represent an issuer's obligation to repay
money that it has borrowed together with interest on the amount borrowed. Fixed
Income Securities come in many varieties and may differ in the way that interest
is calculated, the amount and frequency of payments, the type of collateral, if
any, and some Fixed Income Securities may have other novel features such as
conversion rights. Prices of Fixed Income Securities fluctuate and, in
particular, are subject to credit risk and market risk. Credit risk is the
possibility that an issuer may be unable to meet scheduled interest and
principal payments. Market risk is the possibility that a change in interest
rates or the market's perception of the issuer's prospects may adversely affect
the value of a Fixed Income Security. Economic, political and other events also
may affect the prices of broad fixed income markets. Generally, the values of
Fixed Income Securities vary inversely with changes in interest rates. During
periods of falling interest rates, the values of outstanding Fixed Income
Securities generally rise and during periods of rising interest rates, the
values of such securities generally decline. Prepayments also will affect the
maturity and value of Fixed Income Securities. Prepayments generally rise in
response to a decline in interest rates as debtors take advantage of the
opportunity to refinance their obligations. When this happens, the Portfolio may
be forced to reinvest in lower yielding Fixed Income Securities.

The length of time to the final payment, or maturity, of a Fixed Income Security
also affects its price volatility. While securities with longer maturities tend
to produce higher yields, the prices of longer maturity securities are subject
to greater market fluctuation, especially as a result of changes in interest
rates. Traditionally, term to maturity has been used as a barometer of a Fixed
Income Security's sensitivity to interest rate changes. However, this measure
considers only the time until final payment and takes no account of the pattern
of payments prior to maturity. Duration is a more precise measure of the
expected life of a Fixed Income Security that combines consideration of yield,
coupon, interest payments, final maturity and call features and measures the
expected life of a Fixed Income Security on a present value basis. The duration
of a Fixed Income Security ordinarily is shorter than its maturity.

INVESTMENT GRADE SECURITIES. Investment Grade Securities are Fixed Income
Securities rated by one or more of the rating agencies in one of the four
highest rating categories at the time of purchase (e.g., AAA, AA, A or BBB by
Standard & Poor's Ratings Group ("S&P") or Fitch Investors Service, Inc.
("Fitch"), or Aaa, Aa, A or Baa by Moody's Investors Service, Inc.
4
<PAGE>
("Moody's")) or determined to be of equivalent quality by MSDW Investment
Management. Securities rated BBB or Baa represent the lowest of four levels of
Investment Grade Securities and are regarded as borderline between definitely
sound obligations and those in which the speculative element begins to
predominate. Ratings assigned to Fixed Income Securities represent only the
opinion of the rating agency assigning the rating and are not dispositive of the
credit risk associated with the purchase of a particular Fixed Income Security.
Moreover, market risk also will affect the prices of even the highest rated
Fixed Income Securities so that their prices may rise or fall even if the
issuer's capacity to repay its obligations remains unchanged.

HIGH YIELD SECURITIES. High Yield Securities are generally considered to
include Fixed Income Securities rated below the four highest rating categories
at the time of purchase (e.g., Ba through C by Moody's or BB through D by S&P)
and unrated securities considered by MSDW Investment Management to be of
equivalent quality. High Yield Securities are not considered investment grade
and are commonly referred to as junk bonds or high yield, high risk securities.

While High Yield Securities offer higher yields, they carry a high degree of
credit risk and are considered speculative by the major credit rating agencies.
High Yield Securities are often issued by smaller, less credit worthy issuers,
or by highly leveraged (indebted) issuers that are generally less able than more
established or less leveraged issuers to make scheduled payments of interest and
principal. In comparison to Investment Grade Securities, the price movement of
these securities is influenced less by changes in interest rates and more by the
financial and business position of the issuer. The values of High Yield
Securities are more volatile and may react with greater sensitivity to market
changes.

U.S. GOVERNMENT SECURITIES. U.S. Government Securities are Fixed Income
Securities that are backed by the full faith and credit of the U.S. Government
as to the payment of both principal and interest. U.S. Government Securities may
include securities issued by the U.S. Treasury and securities issued by federal
agencies and U.S. Government sponsored instrumentalities.

AGENCIES. Agencies are Fixed Income Securities which are not guaranteed by, or
backed by the full faith and credit of the U.S. Government, but which are
issued, sponsored or guaranteed by a federal agency or federally sponsored
agency such as the Student Loan Marketing Association, or any of several other
agencies.

CORPORATES. Corporates are Fixed Income Securities issued by private
businesses. Holders, as creditors, have a prior legal claim over holders of
Equity Securities of the issuer as to both income and assets for the principal
and interest due the holder.

MONEY MARKET INSTRUMENTS. Money Market Instruments are high quality short-term
Fixed Income Securities. Money Market Instruments may include obligations of
governments, government agencies, banks, corporations and special purpose
entities and Repurchase Agreements relating to these obligations. Certain Money
Market Instruments may be denominated in a foreign currency.

REPURCHASE AGREEMENTS. Repurchase Agreements are transactions in which the
Portfolio purchases a security or basket of securities and simultaneously
commits to resell that security or basket to the seller (a bank, broker or
dealer) at a mutually agreed upon date and price. The resale price reflects the
purchase price plus an agreed upon market rate of interest which is unrelated to
the coupon rate or date of maturity of the purchased security. Repurchase
Agreements may be viewed as a fully collateralized loan of money by the
Portfolio to the seller at a mutually agreed upon rate and price. The term of
these agreements is usually from overnight to one week, and never exceeds one
year. Repurchase Agreements with a term of over seven days are considered
illiquid.

In these transactions, the Portfolio receives as collateral securities that have
a market value at least equal to the purchase price (including accrued interest)
of the Repurchase Agreement, and this value is maintained during the term of the
agreement. These securities are held by the Portfolio's Custodian or an approved
third party for the benefit of the Portfolio until repurchased. Repurchase
Agreements permit the Portfolio to remain fully invested while retaining
overnight flexibility to pursue investments of a longer-term nature. If the
seller defaults and the collateral value declines, the Portfolio might incur a
loss. If bankruptcy proceedings are commenced with respect to the seller, the
Portfolio's realization upon the collateral may be delayed or limited.

Pursuant to an order issued by the SEC, the Portfolio may pool its daily
uninvested cash balances in order to invest in Repurchase Agreements on a joint
basis with other investment companies advised by MSDW Investment Management. By
entering into Repurchase Agreements on a joint basis, the Portfolio expects to
incur lower transaction costs and potentially obtain higher rates of interest on
such Repurchase Agreements. The Portfolio's participation in the income from
jointly purchased Repurchase Agreements will be based on the Portfolio's
percentage share in the total Repurchase Agreement.

PREFERRED STOCKS. Preferred Stocks are securities that evidence ownership in a
corporation and pay a fixed or variable stream of dividends. Preferred Stocks
have a preference over Common Stocks in the event of the liquidation of an
issuer and usually do not carry voting rights. Because Preferred Stocks
represent an ownership interest in the issuer they have many of the
characteristics of an Equity Security and are, therefore, included in both the
definition of Fixed Income Security and Equity Security.
5
<PAGE>
CONVERTIBLE SECURITIES. Convertible Securities are securities that may be
exchanged under certain circumstances for a fixed number of shares of Common
Stock or other Equity Securities. Convertible Securities generally represent a
feature of some other type of security, such as a Fixed Income Security or
Preferred Stock, so that, for example, a Convertible Fixed Income Security would
be a Fixed Income Security that is convertible into Common Stock. Prices of
Convertible Fixed Income Securities frequently are more volatile than
non-Convertible Fixed Income Securities. Convertible Securities may be viewed as
an investment in the current security or the security into which the Convertible
Security may be exchanged and, therefore, are included in both the definition of
Fixed Income Security or Equity Security.

LOAN PARTICIPATIONS AND ASSIGNMENTS. Loan Participations are interests in loans
or other direct debt instruments ("Loans") relating to amounts owed by a
corporate, governmental or other borrower to another party. Loans may represent
amounts owed to lenders or lending syndicates, to suppliers of goods or services
(trade claims or other receivables), or to other parties ("Lenders") and may be
fixed rate or floating rate. Loans also may be arranged through private
negotiations between an issuer of sovereign debt obligations and Lenders.

The Portfolio's investments in Loans are expected in most instances to be in the
form of a participation in Loans ("Participations") and assignments of all or a
portion of Loans ("Assignments") from third parties. In the case of a
Participation, the Portfolio will have the right to receive payments of
principal, interest and any fees to which it is entitled only from the Lender
selling the Participation and only upon receipt by the Lender of the payments
from the borrower. In the event of an insolvency of the Lender selling a
Participation, the Portfolio may be treated as a general creditor of the Lender
and may not benefit from any set-off between the Lender and the borrower.
Certain Participations may be structured in a manner designed to avoid
purchasers of Participations being subject to the credit risk of the Lender with
respect to the Participation. Even under such a structure, in the event of a
Lender's insolvency, the Lender's servicing of the Participation may be delayed
and the assignability of the Participation may be impaired. The Portfolio will
acquire Participations only if the Lender interpositioned between the Portfolio
and the borrower is determined by MSDW Investment Management to be creditworthy.

When the Portfolio purchases Assignments from Lenders it will acquire direct
rights against the borrower on the Loan. However, because Assignments are
arranged through private negotiations between potential assignees and potential
assignors, the rights and obligations acquired by the Portfolio as the purchaser
of an Assignment may differ from, and be more limited than, those held by the
assigning Lender. Because there is no liquid market for such securities, it is
likely that such securities could be sold only to a limited number of
institutional investors. The lack of a liquid secondary market may have an
adverse impact on the value of such securities and the Portfolio's ability to
dispose of particular Assignments or Participations when necessary to meet the
Portfolio's liquidity needs or in response to a specific economic event, such as
a deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations also may make it more
difficult for the Portfolio to assign a value to these securities for purposes
of valuing the Portfolio's securities and calculating its net asset value.

Loan Participations and Assignments involve a risk of loss in case of default or
insolvency of the borrower. In addition, they may offer less legal protection to
the Portfolio in the event of fraud or misrepresentation and may involve a risk
of insolvency of the Lender. Certain Loan Participations and Assignments may
also include standby financing commitments that obligate the [investing]
Portfolio to supply additional cash to the borrower on demand. Participations
involving emerging market country issuers may relate to Loans as to which there
has been or currently exists an event of default or other failure to make
payment when due, and may represent amounts owed to Lenders that are themselves
subject to political and economic risks, including the risk of currency
devaluation, expropriation, or failure. Such Loan Participations and Assignments
present additional risk of default or loss.

TEMPORARY INVESTMENTS. When MSDW Investment Management believes that changes in
economic, financial or political conditions make it advisable, the Portfolio may
invest up to 100% of its assets in cash and certain short- and medium-term Fixed
Income Securities for temporary defensive purposes. These Temporary Investments
may consist of obligations of the U.S. or foreign governments, their agencies or
instrumentalities; Money Market Instruments; and instruments issued by
international development agencies.

ZERO COUPONS, PAY-IN-KIND SECURITIES OR DEFERRED PAYMENT SECURITIES. Zero
Coupon, Pay-In-Kind and Deferred Payment Securities are all types of Fixed
Income Securities on which the holder does not receive periodic cash payments of
interest or principal. Generally, these securities are subject to greater price
volatility and lesser liquidity in the event of adverse market conditions than
comparably rated securities paying cash interest at regular intervals. Although
the Portfolio will not receive cash periodic coupon payments on these
securities, the Portfolio may be deemed to have received interest income, or
"phantom income" during the life of the obligation. The Portfolio may have to
pay taxes on this phantom income, although it has not received any cash payment.

ZERO COUPONS. Zero Coupons are fixed income securities that do not make
regular interest payments. Instead, Zero Coupons are sold at a discount from
their face value. The difference between a Zero Coupon's issue or purchase price
and its face value represents the imputed interest an investor will earn if the
obligation is held until maturity. Zero Coupons may offer investors the
opportunity to earn a higher yield than that available on ordinary
interest-paying obligations of similar credit quality and maturity.
6
<PAGE>
PAY-IN-KIND SECURITIES. Pay-In-Kind Securities are securities that have
interest payable by delivery of additional securities. Upon maturity, the holder
is entitled to receive the aggregate par value of the securities.

DEFERRED PAYMENT SECURITIES. Deferred Payment Securities are securities
that remain Zero Coupons until a predetermined date, at which time the stated
coupon rate becomes effective and interest becomes payable at regular intervals.

FOREIGN INVESTMENT

Investing in foreign securities involves certain special considerations which
are not typically associated with investing in the Equity Securities or Fixed
Income Securities of U.S. issuers. Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards and may have
policies that are not comparable to those of domestic issuers. As a result,
there may be less information available about foreign issuers than about
domestic issuers. Securities of some foreign issuers are generally less liquid
and more volatile than securities of comparable domestic issuers. There is
generally less government supervision and regulation of stock exchanges, brokers
and listed issuers than in the United States. In addition, with respect to
certain foreign countries, there is a possibility of expropriation or
confiscatory taxation, political and social instability, or diplomatic
developments which could affect U.S. investments in those countries. The costs
of investing in foreign countries frequently is higher than the costs of
investing in the United States. Although MSDW Investment Management endeavors to
achieve the most favorable execution costs in portfolio transactions, fixed
commissions on many foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges.

Investments in securities of foreign issuers generally are denominated in
foreign currencies. Accordingly, the value of the Portfolio's assets, as
measured in U.S. dollars may be affected favorably or unfavorably by changes in
currency exchange rates and in exchange control regulations. The Portfolio may
incur costs in connection with conversions between various currencies.

MSDW Investment Management considers an issuer to be from a particular country
if (i) its principal securities trading market is in that country; (ii) alone or
on a consolidated basis it derives 50% or more of its annual revenue from either
goods produced, sales made or services performed in that country; or (iii) it is
organized under the laws of, or has a principal office in that country. By
applying these tests, it is possible that a particular company could be deemed
to be from more than one country.

FOREIGN EQUITY SECURITIES. Foreign Equity Securities are Equity Securities of
an issuer in a foreign country.

FOREIGN GOVERNMENT FIXED INCOME SECURITIES. Foreign Government Fixed Income
Securities are Fixed Income Securities issued by a foreign government or
government-related issuer in a foreign country.

FOREIGN CORPORATE FIXED INCOME SECURITIES. Foreign Corporate Fixed Income
Securities are Fixed Income Securities issued by a private issuer in a foreign
country.

EMERGING MARKET COUNTRY SECURITIES. An emerging market country security is one
issued by a foreign government or private issuer that has one or more of the
following characteristics: (i) its principal securities trading market is in an
emerging market country, (ii) alone or on a consolidated basis it derives 50% or
more of its annual revenue from either goods produced, sales made or services
performed in emerging markets, or (iii) it is organized under the laws of, or
has a principal office in, an emerging market country.

Emerging market describes any country which is generally considered to be an
emerging or developing country by major organizations in the international
financial community, such as the International Bank for Reconstruction and
Development (more commonly known as the World Bank) and the International
Finance Corporation. Emerging markets can include every nation in the world
except the United States, Canada, Japan, Australia, New Zealand and most nations
located in Western Europe.

The economies of individual emerging market countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product, rate of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency and balance of payments position. Further, the
economies of developing countries generally are heavily dependent upon
international trade and, accordingly, have been, and may continue to be,
adversely affected by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures. These economies also
have been, and may continue to be, adversely affected by economic conditions in
the countries with which they trade.

Prior governmental approval for foreign investments may be required under
certain circumstances in some emerging market countries, and the extent of
foreign investment in certain fixed income securities and domestic companies may
be subject to limitation in other emerging market countries. Foreign ownership
limitations also may be imposed by the charters of individual companies in
emerging market countries to prevent, among other concerns, violation of foreign
investment limitations. Repatriation of investment income, capital and the
proceeds of sales by foreign investors may require governmental registration
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and/or approval in some emerging countries. The Portfolio could be adversely
affected by delays in, or a refusal to grant, any required governmental
registration of approval for such repatriation. Any investment subject to such
repatriation controls will be considered illiquid if it appears reasonably
likely that this process will take more than seven days.

Investing in emerging market countries may entail purchasing securities issued
by or on behalf of entities that are insolvent, bankrupt, in default or
otherwise engaged in an attempt to reorganize or reschedule their obligations,
and in entities that have little or no proven credit rating or credit history.
In any such case, the issuer's poor or deteriorating financial condition may
increase the likelihood that the investing Portfolio will experience losses or
diminution in available gains due to bankruptcy, insolvency or fraud. Emerging
market countries also pose the risk of nationalization, expropriation or
confiscatory taxation, political changes, government regulation, social
instability or diplomatic developments (including war) that could affect
adversely the economies of such countries or the value of the Portfolio's
investments in those countries. In addition, it may be difficult to obtain and
enforce a judgment in a court outside the United States.

Portfolios that invest in emerging markets may also be exposed to an extra
degree of custodial and/or market risk, especially where the securities
purchased are not traded on an official exchange or where ownership records
regarding the securities are maintained by an unregulated entity (or even the
issuer itself).

RUSSIAN EQUITY SECURITIES. The registration, clearing and settlement of
securities transactions involving Russian issuers are subject to significant
risks not normally associated with securities transactions in the United States
and other more developed markets. Ownership of Equity Securities in Russian
companies is evidenced by entries in a company's share register (except where
shares are held through depositories that meet the requirements of the 1940 Act)
and the issuance of extracts from the register or, in certain limited cases, by
formal share certificates. However, Russian share registers are frequently
unreliable and the Portfolio could possibly lose its registration through
oversight, negligence or fraud. Moreover, Russia lacks a centralized registry to
record securities transactions and registrars located throughout Russia or the
companies themselves maintain share registers. Registrars are under no
obligation to provide extracts to potential purchasers in a timely manner or at
all and are not necessarily subject to effective state supervision. In addition,
while registrars are liable under law for losses resulting from their errors, it
may be difficult for the Portfolio to enforce any rights it may have against the
registrar or issuer of the securities in the event of loss of share
registration. Although Russian companies with more than 1,000 shareholders are
required by Russian law to employ an independent registrar, in practice, such
companies have not always followed this law. Because of this lack of
independence of registrars, management of a Russian company may be able to exert
considerable influence over who can purchase and sell the company's shares by
illegally instructing the registrar to refuse to record transactions on the
share register. Furthermore, these practices may prevent the Portfolio from
investing in the securities of certain Russian companies deemed suitable by the
Adviser and could cause a delay in the sale of Russian Securities by the
Portfolio if the company deems a purchaser unsuitable, which may expose the
Portfolio to potential loss on its investment.

In light of the risks described above, the Board Directors of the Fund has
approved certain procedures concerning the Fund's investments in Russian
Securities. Among these procedures is a requirement that the Portfolio will not
invest in the Equity Securities of a Russian company unless that issuer's
registrar has entered into a contract with the Fund's sub-custodian containing
certain protective conditions, including, among other things, the
sub-custodian's right to conduct regular share confirmations on behalf of the
Portfolio. This requirement will likely have the effect of precluding
investments in certain Russian companies that the Portfolio would otherwise
make.

FOREIGN CURRENCY TRANSACTIONS. The U.S. dollar value of the assets of the
Portfolio, to the extent it invests in securities denominated in foreign
currencies, may be affected favorably or unfavorably by changes in foreign
currency exchange rates and exchange control regulations, and the Portfolio may
incur costs in connection with conversions between various currencies. The
Portfolio may conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market. The Portfolio also may manage their foreign currency transactions by
entering into foreign currency forward contracts to purchase or sell foreign
currencies or by using other instruments and techniques described under
"Derivatives" below.

FOREIGN CURRENCY WARRANTS. The Portfolio may invest in foreign currency
warrants, which entitle the holder to receive from the issuer an amount of cash
(generally, for warrants issued in the U.S., in U.S. dollars) which is
calculated pursuant to a predetermined formula and based on the exchange rate
between a specified foreign currency and the U.S. dollar as of the exercise date
of the warrant. Foreign currency warrants generally are exercisable upon their
issuance and expire as of a specified date and time.

Foreign currency warrants have been issued in connection with U.S.
dollar-denominated debt offerings by major corporate issuers in an attempt to
reduce the foreign currency exchange risk which, from the point of view of
prospective purchasers of the securities, is inherent in the international
fixed-income marketplace. Foreign currency warrants may attempt to reduce the
foreign exchange risk assumed by purchasers of a security by, for example,
providing for a supplemental payment in the event
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that the U.S. dollar depreciates against the value of a major foreign currency
such as the Japanese Yen or German Deutschmark. The formula used to determine
the amount payable upon exercise of a foreign currency warrant may make the
warrant worthless unless the applicable foreign currency exchange rate moves in
a particular direction (E.G., unless the U.S. dollar appreciates or depreciates
against the particular foreign currency to which the warrant is linked or
indexed). Foreign currency warrants are severable from the debt obligations with
which they may be offered, and may be listed on exchanges.

Foreign currency warrants may be exercisable only in certain minimum amounts,
and an investor wishing to exercise warrants who possesses less than the minimum
number required for exercise may be required either to sell the warrants or to
purchase additional warrants, thereby incurring additional transaction costs. In
the case of any exercise of warrants, there may be a delay between the time a
holder of warrants gives instructions to exercise and the time the exchange rate
relating to exercise is determined, during which time the exchange rate could
change significantly, thereby affecting both the market and cash settlement
values of the warrants being exercised. The expiration date of the warrants may
be accelerated if the warrants should be delisted from an exchange or if their
trading should be suspended permanently, which would result in the loss of any
remaining "time value" of the warrants (I.E., the difference between the current
market value and the exercise value of the warrants), and, in the case where the
warrants were "out-of-the-money," in a total loss of the purchase price of the
warrants.

Foreign currency warrants are generally unsecured obligations of their issuers
and are not standardized foreign currency options issued by the Options Clearing
Corporation ("OCC"). Unlike foreign currency options issued by the OCC, the
terms of foreign exchange warrants generally will not be amended in the event of
governmental or regulatory actions affecting exchange rates or in the event of
the imposition of other regulatory controls affecting the international currency
markets. The initial public offering price of foreign currency warrants is
generally considerably in excess of the price that a commercial user of foreign
currencies might pay in the interbank market for a comparable option involving
significantly larger amounts of foreign currencies. Foreign currency warrants
are subject to complex political or economic factors.

PRINCIPAL EXCHANGE RATE LINKED SECURITIES. Principal exchange rate linked
securities are debt obligations the principal on which is payable at maturity in
an amount that may vary based on the exchange rate between the U.S. dollar and a
particular foreign currency at or about that time. The return on "standard"
principal exchange rate linked securities is enhanced if the foreign currency to
which the security is linked appreciates against the U.S. dollar, and is
adversely affected by increases in the foreign exchange value of the
U.S. dollar; "reverse" principal exchange rate linked securities are like the
"standard" securities, except that their return is enhanced by increases in the
value of the U.S. dollar and adversely impacted by increases in the value of
foreign currency. Interest payments on the securities are generally made in
U.S. dollars at rates that reflect the degree of foreign currency risk assumed
or given up by the purchaser of the notes (I.E., at relatively higher interest
rates if the purchaser has assumed some foreign currency risk).

BRADY BONDS. Brady Bonds are Fixed Income Securities that are created through
the exchange of existing commercial bank loans to foreign entities for new
obligations in connection with debt restructuring under a plan introduced by
Nicholas F. Brady when he was the U.S. Secretary of the Treasury. They may be
collateralized or uncollateralized and issued in various currencies (although
most are U.S. dollar-denominated) and they are actively traded in the
over-the-counter secondary market. The Portfolio will invest in Brady Bonds only
if they are consistent with the Portfolio's quality specifications. However,
Brady Bonds should be viewed as speculative in light of the history of defaults
with respect to commercial bank loans by public and private entities of
countries issuing Brady Bonds.

INVESTMENT FUNDS. Some emerging market countries have laws and regulations that
currently preclude direct investment or make it undesirable to invest directly
in the securities of their companies. However, indirect investment in the
securities of companies listed and traded on the stock exchanges in these
countries is permitted by certain emerging market countries through Investment
Funds that have been specifically authorized. The Portfolio may invest in these
Investment Funds subject to the provisions of the 1940 Act, as applicable, and
other applicable laws.

EUROPEAN CURRENCY TRANSITION. On January 1, 1999, the European Monetary Union
(EMU) implemented a new currency unit, the Euro, which is expected to reshape
financial markets, banking systems and monetary policies in Europe and other
parts of the world. Implementation of this plan will mean that financial
transactions and market information, including share quotations and company
accounts, in participating countries will be denominated in Euros. Monetary
policy for participating countries will be uniformly managed by a new central
bank, the European Central Bank (ECB).

The transition to the Euro may change the economic environment and behavior of
investors, particularly in European markets. For example, the process of
implementing the Euro may adversely affect financial markets world-wide and may
result in changes in the relative strength and value of the U.S. dollar or other
major currencies, as well as possible adverse tax consequences. The transition
to the Euro is likely to have a significant impact on fiscal and monetary policy
in the participating countries and may produce unpredictable effects on trade
and commerce generally. These resulting uncertainties could create increased
volatility in financial markets world-wide.
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OTHER SECURITIES

LOANS OF PORTFOLIO SECURITIES. The Portfolio may lend its investment securities
to qualified institutional investors that need to borrow securities in order to
complete certain transactions, such as covering short sales, avoiding failures
to deliver securities or completing arbitrage operations. By lending its
investment securities, the Portfolio attempts to increase its net investment
income through the receipt of interest on the loan. Any gain or loss in the
market price of the securities loaned that might occur during the term of the
loan would be for the account of the Portfolio. The Portfolio may lend its
investment securities to qualified brokers, dealers, domestic and foreign banks
or other financial institutions, so long as the terms, structure and the
aggregate amount of such loans are not inconsistent with the 1940 Act or the
Rules and Regulations or interpretations of the SEC thereunder, which currently
require that (i) the borrower pledge and maintain with the Portfolio collateral
consisting of liquid, unencumbered assets having a value at all times not less
than 100% of the value of the securities loaned; (ii) the borrower add to such
collateral whenever the price of the securities loaned rises (i.e., the borrower
"marks to market" on a daily basis); (iii) the loan be made subject to
termination by the Portfolio at any time; and (iv) the Portfolio receive
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments), any distributions
on the loaned securities and any increase in their market value. There may be
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans will be made only to borrowers deemed by MSDW Investment Management to be
of good standing and when, in the judgment of MSDW Investment Management, the
consideration which can be earned currently from such securities loans justifies
the attendant risk. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
the Board of Directors.

At the present time, the staff of the SEC does not object if an investment
company pays reasonable negotiated fees in connection with loaned securities, so
long as such fees are set forth in a written contract and approved by the
investment company's Board of Directors. In addition, voting rights may pass
with the loaned securities, but if a material event will occur affecting an
investment on loan, the loan must be called and the securities voted.

NON-PUBLICLY TRADED SECURITIES, PRIVATE PLACEMENTS AND RESTRICTED
SECURITIES. The Portfolio may invest in securities that are neither listed on a
stock exchange nor traded over-the-counter, including privately placed and
restricted securities. Such unlisted securities may involve a higher degree of
business and financial risk that can result in substantial losses. As a result
of the absence of a public trading market for these securities, they may be less
liquid than publicly traded securities. Although these securities may be resold
in privately negotiated transactions, the prices realized from these sales could
be less that those originally paid by the Portfolio or less than what may be
considered the fair value of such securities. Furthermore, companies whose
securities are not publicly traded may not be subject to the disclosure and
other investor protection requirements which might be applicable if their
securities were publicly traded. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
sold, the Portfolio may be required to bear the expenses of registration.

As a general matter, the Portfolio may not invest more than 15% of its net
assets in illiquid securities, such as securities for which there is not a
readily available secondary market or securities that are restricted from sale
to the public without registration. However, certain Restricted Securities can
be offered and sold to qualified institutional buyers under Rule 144A under the
Securities Act of 1933 (the "1993 Act") ("Rule 144A Securities") and may be
deemed to be liquid under guidelines adopted by the Fund's Board of Directors.
The Portfolio may invest without limit in liquid Rule 144A Securities.
Rule 144A Securities may become illiquid if qualified institutional buyers are
not interested in acquiring the securities.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. When-Issued and Delayed Delivery
Securities are securities purchased with payment and delivery taking place in
the future in order to secure what is considered to be an advantageous yield or
price at the time of the transaction. Delivery of and payment for these
securities may take as long as a month or more after the date of the purchase
commitment, but will take place no more than 120 days after the trade date. The
payment obligation and the interest rates that will be received are each fixed
at the time the Portfolio enters into the commitment and no interest accrues to
the Portfolio until settlement. Thus, it is possible that the market value at
the time of settlement could be higher or lower than the purchase price if the
general level of interest rates has changed. When the Portfolio agrees to
purchase When-Issued or Delayed Delivery Securities, it will earmark or
segregate cash or liquid securities in an amount equal to the Portfolio's
commitment to purchase these securities.

TEMPORARY BORROWING. The Portfolio is permitted to borrow from banks and other
entities in an amount up to 10% of its total assets for extraordinary or
emergency purposes. For example, the Portfolio may borrow for temporary
defensive purposes or to meet shareholder redemptions when MSDW Investment
Management believes that it would not be in the best interests of the Portfolio
to liquidate portfolio holdings. The Portfolio will not purchase additional
securities while temporary borrowings exceed 5% of its total assets.

The Board of Directors of the Fund has approved procedures whereby the Portfolio
together with other investment companies advised by MSDW Investment Management
or its affiliates may enter into a joint line of credit arrangement with a bank.
The Portfolio would be liable only for its own temporary borrowings under the
joint line of credit arrangements.

STRUCTURED INVESTMENTS. Structured Investments are securities that are
convertible into, or the value of which is based upon the value of, other fixed
income or equity securities or indices upon certain terms and conditions. The
amount the Portfolio receives
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when it sells a Structured Investment or at maturity of a Structured Investment
is not fixed, but is based on the price of the underlying security or index.
Particular Structured Investments may be designed so that they move in
conjunction with or differently from their underlying security or index in terms
of price and volatility. It is impossible to predict whether the underlying
index or price of the underlying security will rise or fall, but prices of the
underlying indices and securities (and, therefore, the prices of Structured
Investments) will be influenced by the same types of political and economic
events that affect particular issuers of fixed income and equity securities and
capital markets generally. Structured Investments also may trade differently
from their underlying securities. Structured Investments generally trade on the
secondary market, which is fairly developed and liquid. However, the market for
such securities may be shallow compared to the market for the underlying
securities or the underlying index. Accordingly, periods of high market
volatility may affect the liquidity of Structured Investments, making high
volume trades possible only with discounting.

Structured Investments are a relatively new innovation and may be designed to
have various combinations of equity and fixed income characteristics. The
following sections describe four of the more common types of Structured
Investments. The Portfolio may invest in other Structured Investments, including
those that may be developed in the future, to the extent that the Structured
Investments are otherwise consistent with the Portfolio's investment objective
and policies.

PERCS. Preferred Equity Redemption Cumulative Stock ("PERCS") technically
is preferred stock with some characteristics of common stock. PERCS are
mandatorily convertible into common stock after a period of time, usually three
years, during which the investors' capital gains are capped, usually at 30%.
Commonly, PERCS may be redeemed by the issuer at any time or if the issuer's
common stock is trading at a specified price level or better. The redemption
price starts at the beginning of the PERCS duration period at a price that is
above the cap by the amount of the extra dividends the PERCS holder is entitled
to receive relative to the common stock over the duration of the PERCS and
declines to the cap price shortly before maturity of the PERCS. In exchange for
having the cap on capital gains and giving the issuer the option to redeem the
PERCS at any time or at the specified common stock price level, the Portfolio
may be compensated with a substantially higher dividend yield than that on the
underlying common stock. Investors that seek current income find PERCS
attractive because PERCS provide a high dividend income than that paid with
respect to a company's common stock.

ELKS. Equity-Linked Securities ("ELKS") differ from ordinary debt
securities, in that the principal amount received at maturity is not fixed but
is based on the price of the issuer's common stock. ELKS are debt securities
commonly issued in fully registered form for a term of three years under an
indenture trust. At maturity, the holder of ELKS will be entitled to receive a
principal amount equal to the lesser of a cap amount, commonly in the range of
30% to 55% greater than the current price of the issuer's common stock, or the
average closing price per share of the issuer's common stock, subject to
adjustment as a result of certain dilution events, for the 10 trading days
immediately prior to maturity. Unlike PERCS, ELKS are commonly not subject to
redemption prior to maturity. ELKS usually bear interest during the three-year
term at a substantially higher rate than the dividend yield on the underlying
common stock. In exchange for having the cap on the return that might have been
received as capital gains on the underlying common stock, the Portfolio may be
compensated with the higher yield, contingent on how well the underlying common
stock does. Investors that seek current income, find ELKS attractive because
ELKS provide a higher dividend income than that paid with respect to a company's
common stock. The return on ELKS depends on the creditworthiness of the issuer
of the securities, which may be the issuer of the underlying securities or a
third party investment banker or other lender. The creditworthiness of such
third party issuer of ELKS may, and often does, exceed the creditworthiness of
the issuer of the underlying securities. The advantage of using ELKS over
traditional equity and debt securities is that the former are income producing
vehicles that may provide a higher income than the dividend income on the
underlying equity securities while allowing some participation in the capital
appreciation of the underlying equity securities. Another advantage of using
ELKS is that they may be used for hedging to reduce the risk of investing in the
generally more volatile underlying equity securities.

LYONS. Liquid Yield Option Notes ("LYONs") differ from ordinary debt
securities, in that the amount received prior to maturity is not fixed but is
based on the price of the issuer's common stock. LYONs are zero-coupon notes
that sell at a large discount from face value. For an investment in LYONs, the
Portfolio will not receive any interest payments until the notes mature,
typically in 15 to 20 years, when the notes are redeemed at face, or par, value.
The yield on LYONs, typically, is lower-than-market rate for debt securities of
the same maturity, due in part to the fact that the LYONs are convertible into
common stock of the issuer at any time at the option of the holder of the LYONs.
Commonly, the LYONs are redeemable by the issuer at any time after an initial
period or if the issuer's common stock is trading at a specified price level or
better or, at the option of the holder, upon certain fixed dates. The redemption
price typically is the purchase price of the LYONs plus accrued original issue
discount to the date of redemption, which amounts to the lower-than-market
yield. The Portfolio will receive only the lower-than-market yield unless the
underlying common stock increases in value at a substantial rate. LYONs are
attractive to investors when it appears that they will increase in value due to
the rise in value of the underlying common stock.

STRUCTURED NOTES. Structured Notes are derivative securities for which the
amount of principal repayment and/or interest payments is based upon the
movement of one or more "factors." These factors include, but are not limited
to, currency exchange rates, interest rates (such as the prime lending rate and
London Inter-Bank Offered Rate (LIBOR)) and stock indices, such as the S&P 500.
In some cases, the impact of the movements of these factors may increase or
decrease through the use of multipliers or deflators. Structured Notes may be
designed to have particular quality and maturity characteristics and may vary
from money market quality to below investment grade. Depending on the factor
used and the use of multipliers or deflators,
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however, changes in interest rates and movement of the factor may cause
significant price fluctuations or may cause particular Structured Notes to
become illiquid. The Portfolio will use Structured Notes to tailor their
investments to the specific risks and returns the Adviser wishes to accept while
avoiding or reducing certain other risks.

DERIVATIVES

The Portfolio is permitted to utilize various exchange-traded and
over-the-counter derivative instruments and derivative securities, both for
hedging and non-hedging purposes. Permitted derivative products include, but are
not limited to futures contracts ("futures"); forward contracts ("forwards");
options; swaps, caps, collars and floors; structured notes; and other derivative
products yet to be developed, so long as these new products are used in a manner
consistent with the objectives of the Portfolio. These derivative products may
be based on a wide variety of underlying rates, indices, instruments, securities
and other products, such as interest rates, foreign currencies, foreign and
domestic fixed income and equity securities, groups or "baskets" of securities
and securities indices (for each derivative product, the "underlying"). The
Portfolio will limit its use of foreign currency forward contracts and other
derivative products for non-hedging purposes to 33 1/3% of its total assets,
measured by the aggregate notional amount of outstanding derivative products.

The term hedging, generally, means that the Portfolio is using a derivative
product as a way to reduce or limit risk. For example, a Portfolio may hedge in
order to limit the effects of a change in the value of a particular foreign
currency versus the U.S. dollar or the Portfolio could use a portion of its cash
to buy securities futures in order to hedge the risk of not being fully
invested. The Portfolio also may use certain complex hedging techniques. For
example, the Portfolio may use a type of hedge known as a cross hedge or a proxy
hedge, where the Portfolio hedges the risk associated with one underlying by
purchasing or selling a derivative product with an underlying that is different.
There is no limit on the use of foreign currency forward contracts or other
derivative products for hedging purposes.

The Portfolio may use derivative products under a number of different
circumstances to further their investment objectives. For example, a Portfolio
may purchase derivatives to gain exposure to a market or currency quickly in
response to changes in the Portfolio's investment strategy, upon the inflow of
investable cash or when the derivative provides greater liquidity than the
underlying market. The Portfolio may also use derivatives when it is restricted
from directly owning the "underlying" or when derivatives provide a pricing
advantage or lower transaction costs. The Portfolio also may purchase
combinations of derivatives in order to gain exposure to an investment in lieu
of actually purchasing such investment. Derivatives may also be used by the
Portfolio for hedging or risk management purposes and in other circumstances
when MSDW Investment Management believes it advantageous to do so consistent
with the Portfolio's investment objectives and policies. Except under
circumstances where a segregated account is not required under the 1940 Act or
the rules adopted thereunder, the Portfolio will earmark cash or liquid assets
or place them in a segregated account in an amount necessary to cover the
Portfolio's obligations under such derivative transactions.

The use of derivative products is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions. If MSDW Investment Management is incorrect in
forecasts of market values, interest rates, and currency exchange rates, the
investment performance of the Portfolio will be less favorable than it would
have been if these investment techniques had not been used.

Some of the derivative products in which the Portfolio may invest and some of
the risks related thereto are described in further detail below.

FOREIGN CURRENCY FORWARD CONTRACTS. A foreign currency forward contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts are
traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for such trades. The Portfolio may enter into foreign currency forward
contracts in many circumstances. For example, when the Portfolio enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, or when the Portfolio anticipates the receipt in a foreign currency of
dividends or interest payments on a security which it holds, the Portfolio may
desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar
equivalent of such dividend or interest payment, as the case may be. By entering
into a forward contract for a fixed amount of dollars, for the purchase or sale
of the amount of foreign currency involved in the underlying transactions, the
Portfolio will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date on which the security is
purchased or sold, or on which the dividend or interest payment is declared, and
the date on which such payments are made or received. For example, when the
Portfolio anticipates that the currency of a particular foreign country may
suffer a decline against the U.S. dollar, it may enter into a forward contract
for a fixed amount of dollars to sell the amount of foreign currency
approximating the value of some or all of the Portfolio's securities denominated
in such foreign currency. Similarly, when the Portfolio anticipates that the
U.S. dollar may suffer a decline against a foreign currency it may enter into a
foreign currency forward contract to buy that currency for a fixed amount.
However, it may not be practicable to hedge currency in all markets,
particularly emerging markets.

The precise matching of the forward contract amounts and the value of the
securities involved generally will not be possible since the future value of
securities in foreign currencies will change as a consequence of market
movements in the value of these
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<PAGE>
securities between the date on which the forward contract is entered into and
the date it matures. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain.

Under normal circumstances, consideration of the prospect for changes in the
values of currency will be incorporated into the long-term investment decisions
made with regard to overall diversification strategies. However, MSDW Investment
Management believes that it is important to have the flexibility to enter into
such forward contracts when it determines that it is in the best interests of
the Portfolio. Except under circumstances where a segregated account is not
required under the 1940 Act or the rules adopted thereunder, the Portfolio will
earmark cash or liquid assets or place them into a segregated account in an
amount necessary to cover the Portfolio's obligations under such foreign
currency forward contracts.

The Portfolio generally will not enter into a forward contract with a term of
greater than one year. At the maturity of a forward contract, the Portfolio may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate its contractual obligation to deliver
the foreign currency by purchasing an "offsetting" contract with the same
currency trader obligating it to purchase, on the same maturity date, the same
amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly, it
may be necessary for the Portfolio to purchase additional foreign currency on
the spot market (and bear the expense of such purchase) if the market value of
the security is less than the amount of foreign currency that such Portfolio is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency.

If the Portfolio retains the portfolio security and engages in an offsetting
transaction, the Portfolio will incur a gain or a loss (as described below) to
the extent that there has been movement in forward contract prices. Should
forward prices decline during the period between the Portfolio entering into a
forward contract for the sale of a foreign currency and the date it enters into
an offsetting contract for the purchase of the foreign currency, the Portfolio
will realize a gain to the extent that the price of the currency it has agreed
to sell exceeds the price of the currency it has agreed to purchase. Should
forward prices increase, the Portfolio would suffer a loss to the extent that
the price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.

The Portfolio is not required to enter into such transactions with regard to
their foreign currency-denominated securities. It also should be realized that
this method of protecting the value of portfolio securities against a decline in
the value of a currency does not eliminate fluctuations in the underlying prices
of the securities. It simply establishes a rate of exchange which one can
achieve at some future point in time. Additionally, although such contracts tend
to minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result should the value of such currency increase.

FUTURES CONTRACTS (FUTURES) AND FORWARD CONTRACTS (FORWARDS). The Portfolio may
purchase and sell futures contracts, including futures on securities indices,
baskets of securities, foreign currencies and interest rates of the type
generally known as financial futures. These are standardized contracts that are
bought and sold on organized exchanges. A futures contract obligates a party to
buy or sell a specific amount of the "underlying," such as a particular foreign
currency, on a specified future date at a specified price or to settle the value
in cash.

The Portfolio may also purchase and sell forward contracts, such as forward rate
agreements and other financial forward contracts. The Portfolio may also use
foreign currency forward contracts which are separately discussed under "Foreign
Currency Forward Contracts." These forward contracts are privately negotiated
and are bought and sold in the over-the-counter market. Like a future, a forward
contract obligates a party to buy or sell a specific amount of the underlying on
a specified future date at a specified price. The terms of the forward contract
are customized. Forward contracts, like other over-the-counter contracts that
are negotiated directly with an individual counterparty, subject the Portfolio
to the risk of counterparty default.

In some cases, the Portfolio may be able to use either futures contracts,
forward contracts or exchange-traded or over-the-counter options to accomplish
similar purposes. In all cases, the Portfolio will use these products only as
permitted by applicable laws and regulations. Some of the ways in which the
Portfolio may use futures contracts, forward contracts and related options are
as follows:

The Portfolio may sell securities index futures contracts and/or options thereon
in anticipation of or during a market decline to attempt to offset the decrease
in market value of investments in its portfolio, or may purchase securities
index futures or options in order to gain market exposure. There currently are
limited securities index futures and options on such futures in many countries,
particularly emerging markets. The nature of the strategies adopted by MSDW
Investment Management, and the extent to which those strategies are used, may
depend on the development of such markets. The Portfolio may also purchase and
sell foreign currency futures to lock in rates or to adjust their exposure to a
particular currency.
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<PAGE>
The Portfolio may engage in transactions in interest rate futures and related
products. The value of these contracts rises and falls inversely with change in
interest rates. The Portfolio may engage in such transactions to hedge their
holdings of debt instruments against future changes in interest rates or for
other purposes.

Gains and losses on futures contracts, forward contracts and related options
depend on MSDW Investment Management's ability to predict correctly the
direction of movement of securities prices, interest rates and other economic
factors. Other risks associated with the use of these instruments include
(i) imperfect correlation between the changes in market value of investments
held by the Portfolio and the prices of derivative products relating to
investments purchased or sold by the Portfolio, and (ii) possible lack of a
liquid secondary market for a derivative product and the resulting inability to
close out a position. The Portfolio will seek to minimize the risk by only
entering into transactions for which there appears to be a liquid exchange or
secondary market. In some strategies, the risk of loss in trading on futures and
related transactions can be substantial, due both to the low margin deposits
required and the extremely high degree of leverage involved in pricing.

Under rules adopted by the Commodity Futures Trading Commission (the "CFTC"),
the Portfolio may, without registering with the CFTC as a Commodity Pool
Operator, enter into futures contracts and options thereon for both hedging and
non-hedging purposes, provided that not more than 5% of such Portfolio's total
assets at the time of entering the transaction are required as margin and option
premiums to secure obligations under such contracts relating to non-bona fide
hedging activities.

OPTIONS. The Portfolio may seek to increase their returns or may hedge their
portfolio investments through options transactions with respect to individual
securities, indices or baskets in which the Portfolio may invest; other
financial instruments; and foreign currency. Various options may be purchased
and sold on exchanges or over-the-counter markets.

The Portfolio may purchase put and call options. Purchasing a put option gives
the Portfolio the right, but not the obligation, to sell the underlying (such as
a securities index or a particular foreign currency) at the exercise price
either on a specific date or during a specified exercise period. The purchaser
pays a premium to the seller (also known as the writer) of the option.

The Portfolio also may write put and call options on investments held in its
portfolio, as well as foreign currency options. The Portfolio that has written
an option receives a premium that increases the Portfolio's return on the
underlying in the event the option expires unexercised or is closed out at a
profit. However, by writing a call option, the Portfolio will limit its
opportunity to profit from an increase in the market value of the underlying
above the exercise price of the option. By writing a put option, the Portfolio
will be exposed to the amount by which the price of the underlying is less than
the strike price.

By writing an option, the Portfolio incurs an obligation either to buy (in the
case of a put option) or sell (in the case of a call option) the underlying from
the purchaser of the option at the option's exercise price, upon exercise by the
purchaser. Pursuant to guidelines established by the Board of Directors, the
Portfolio may only write options that are "covered." A covered call option means
that until the expiration of the option, the Portfolio will either earmark or
segregate sufficient liquid assets to cover its obligations under the option or
will continue to own (i) the underlying; (ii) securities or instruments
convertible or exchangeable without the payment of any consideration into the
underlying; or (iii) a call option on the same underlying with a strike price no
higher than the price at which the underlying was sold pursuant to a short
option position. In the case of a put option, the Portfolio will either earmark
or segregate sufficient liquid assets to cover its obligations under the option
or will own another put option on the same underlying with an equal or higher
strike price.

There currently are limited options markets in many countries, particularly
emerging market countries, and the nature of the strategies adopted by MSDW
Investment Management and the extent to which those strategies are used will
depend on the development of these options markets. The primary risks associated
with the Portfolios' use of options as described include (i) imperfect
correlation between the change in market value of investments held, purchased or
sold by the Portfolio and the prices of options relating to such investments,
and (ii) possible lack of a liquid secondary market for an option.

SWAPS, CAPS, COLLARS AND FLOORS. Swaps are privately negotiated
over-the-counter derivative products in which two parties agree to exchange
payment streams calculated in relation to a rate, index, instrument or certain
securities and a particular "notional amount." As with many of the other
derivative products available to the Portfolio, the underlying may include an
interest rate (fixed or floating), a currency exchange rate, a commodity price
index, and a security, securities index or a combination thereof. A great deal
of flexibility is possible in the way the products may be structured, with the
effect being that the parties may have exchanged amounts equal to the return on
one rate, index or group of securities for another. For example, in a simple
fixed-to-floating interest rate swap, one party makes payments equivalent to a
fixed interest rate, and the other make payments equivalent to a specified
interest rate index. The Portfolio may engage in simple or more complex swap
transactions involving a wide variety of underlyings. The currency swaps that
the Portfolio may enter will generally involve an agreement to pay interest
streams in one currency based on a specified index in exchange for receiving
interest streams denominated in another currency. Such swaps may involve initial
and final exchanges that correspond to the agreed upon notional amount.

Caps, collars and floors are privately-negotiated option-based derivative
products. The Portfolio may use one or more of these products in addition to or
in lieu of a swap involving a similar rate or index. As in the case of a put or
call option, the buyer of a cap or floor pays a premium to the writer. In
exchange for that premium, the buyer receives the right to a payment equal to
the differential if the specified index or rate rises above (in the case of a
cap) or falls below (in the case of a floor) a pre-determined strike level. As
in the case of swaps, obligations under caps and floors are calculated based
upon an agreed notional amount, and
14
<PAGE>
like most swaps (other than foreign currency swaps), the entire notional amount
is not exchanged and thus is not at risk. A collar is a combination product in
which the same party, such as the Portfolio, buys a cap from and sells a floor
to the other party. As with put and call options, the amount at risk is limited
for the buyer, but, if the cap or floor in not hedged or covered, may be
unlimited for the seller. Under current market practice, caps, collars and
floors between the same two parties are generally documented under the same
"master agreement." In some cases, options and forward agreements may also be
governed by the same master agreement. In the event of a default, amounts owed
under all transactions entered into under, or covered by, the same master
agreement would be netted and only a single payment would be made.

Swaps, caps, collars and floors are credit-intensive products. If the Portfolio
enters into a swap transaction bears the risk of default, i.e. nonpayment, by
the other party. The guidelines under which the Portfolio enters derivative
transactions, along with some features of the transactions themselves, are
intended to reduce these risks to the extent reasonably practicable, although
they cannot eliminate the risks entirely. Under guidelines established by the
Board of Directors, the Portfolio may enter into swaps only with parties that
meet certain credit rating guidelines. Consistent with current market practices,
the Portfolio will generally enter into swap transactions on a net basis, and
all swap transactions with the same party will be documented under a single
master agreement to provide for net payment upon default. In addition, the
Portfolio's obligations under an agreement will be accrued daily (offset against
any amounts owing to the Portfolio) and any accrued, but unpaid, net amounts
owed to the other party to a master agreement will be covered by the maintenance
of a segregated account consisting of cash or liquid securities.

Interest rate and total rate of return (fixed income or equity) swaps generally
do not involve the delivery of securities, other underlying assets, or
principal. In such case, if the other party to an interest rate or total rate of
return swap defaults, the Portfolio's risk of loss will consist of the payments
that the Portfolio is contractually entitled to receive from the other party.
This may not be true for currency swaps that require the delivery of the entire
notional amount of one designated currency in exchange for the other. If there
is a default by the other party, the Portfolio may have contractual remedies
under the agreements related to the transaction.

INVESTMENT LIMITATIONS

FUNDAMENTAL LIMITATIONS

The Portfolio has adopted the following restrictions which are fundamental
policies and may not be changed without the approval of the lesser of: (i) at
least 67% of the voting securities of the Portfolio present at a meeting if the
holders of more than 50% of the outstanding voting securities of the Portfolio
are present or represented by proxy; or (ii) more than 50% of the outstanding
voting securities of the Portfolio. The Portfolio will not:

(1) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (except this shall not prevent the
Portfolio from purchasing or selling options or futures contracts or from
investing in securities or other instruments backed by physical commodities);

(2) purchase or sell real estate, although it may purchase and sell
securities of companies that deal in real estate and may purchase and sell
securities that are secured by interests in real estate;

(3) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or repurchase agreements;

(4) issue senior securities and will not borrow, except from banks and as a
temporary measure for extraordinary or emergency purposes and then, in no event,
in excess of 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings);

(5) underwrite securities issued by others, except to the extent that the
Portfolio may be considered an underwriter within the meaning of the 1933 Act in
the disposition of restricted securities;

(6) acquire any securities of companies within one industry if, as a result
of such acquisition, more than 25% of the value of the Portfolio's total assets
would be invested in securities of companies within such industry; provided,
however, that there shall be no limitation on the purchase of obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities; and

(7) write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

NON-FUNDAMENTAL LIMITATIONS

In addition, the Portfolio has adopted non-fundamental investment limitations as
stated below and in the Prospectus. Such limitations may be changed without
shareholder approval. The Portfolio will not:

(1) purchase on margin or sell short, except (i) that the Portfolio may
enter into option transactions and futures contracts as described in its
Prospectus; and (ii) as specified above in fundamental investment limitation
number (1) above;
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<PAGE>
(2) purchase or retain securities of an issuer if those officers and
Directors of the Fund or its investment adviser owning more than 1/2 of 1% of
such securities together own more than 5% of such securities;

(3) pledge, mortgage, or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value;

(4) invest for the purpose of exercising control over management of any
company;

(5) invest in real estate limited partnership interests;

(6) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the limitations as
described in the Prospectus) that are publicly distributed; and (ii) by lending
its portfolio securities to banks, brokers, dealers and other financial
institutions so long as such loans are not inconsistent with the 1940 Act or the
Rules and Regulations or interpretations of the SEC thereunder; and

(7) borrow money, except from banks for extraordinary or emergency purposes,
and then only in amounts up to 10% of the value of the Portfolio's total assets,
or purchase securities while borrowings exceed 5% of its total assets.

The Portfolio will diversify its holdings so that, at the close of each quarter
of its taxable year or within 30 days thereafter, (i) at least 50% of the market
value of the Portfolio's total assets is represented by cash (including cash
items and receivables), U.S. Government securities, and other securities, with
such other securities limited, in respect of any one issuer, for purposes of
this calculation to an amount not greater than 5% of the value of the
Portfolio's total assets and 10% of the outstanding voting securities of such
issuer; and (ii) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. Government securities).
Prior to the close of each quarter (or within 30 days thereafter), the
Portfolio's holdings maybe less diversified and are not required to satisfy any
diversification test.

With respect to fundamental investment limitation number (6), the Portfolio will
determine industry concentration in accordance with the industry classifications
used by its benchmark index.

The percentage limitations contained in these restrictions apply at the time of
purchase of securities. Future Portfolios of the Fund may adopt different
limitations.

PURCHASE OF SHARES

You may purchase Class A shares of the Portfolio on any day the New York Stock
Exchange ("NYSE") is open. The Portfolio reserves the right in its sole
discretion (i) to suspend the offering of its shares and (ii) to reject purchase
orders when in the judgment of management such rejection is in the best interest
of the Fund.

Shares of the Portfolio may be purchased at the net asset value per share next
determined after receipt by the Fund or its designee of a purchase order as
described under "Methods of Purchase." The net asset value per share of the
Portfolio is calculated on days that the NYSE is open for business. Net asset
value per share is determined as of the close of trading of the NYSE (normally
4:00 p.m. Eastern Time).

METHODS OF PURCHASE

You may purchase shares directly from the Fund by Federal Funds wire, by bank
wire or by check; however, on days that the NYSE is open but the custodian bank
is closed, you may only purchase shares by check. If a purchase is canceled due
to nonpayment or because your check does not clear, you will be responsible for
any loss the Fund or its agents incur. If you are already a shareholder, the
Fund may redeem shares from your account(s) to reimburse the Fund or its agents
for any loss. In addition, you may be prohibited or restricted from making
future investments in the Fund.

FEDERAL FUNDS WIRE. Purchases may be made by having your bank wire Federal
Funds to the Fund's bank account. Federal Funds purchase orders will be accepted
only on a day on which the Fund and The Chase Manhattan Bank ("Chase Bank") are
open for business. Your bank may charge a service fee for wiring Federal Funds.
In order to ensure proper handling of your purchase by Federal Funds wire,
please follow these steps.

1. Place your order by telephoning the Fund at 1-800-548-7786. A Fund
representative will request certain purchase information and provide you
with a confirmation number.

2. Instruct your bank to wire the specified amount to the Fund's Wire
Concentration Bank Account as follows:

The Chase Manhattan Bank
One Manhattan Plaza
New York, NY 10081-1000
ABA# 021000021
DDA# 910-2-733293
Attn: Morgan Stanley Dean Witter Institutional Fund, Inc.
Ref: (Portfolio name, your account number, your account name)

Please call the Fund at 1-800-548-7786 prior to wiring funds.
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<PAGE>
3. Complete and sign an Account Registration Form and mail it to the
address shown thereon.

When a purchase order is received prior to the Pricing Time and Federal Funds
are received prior to the regular close of the Federal Funds Wire Control Center
("FFWCC") (normally 6:00 p.m. Eastern Time) the purchase will be executed at the
net asset value computed on the date of receipt. Purchases for which an order is
received after the Pricing Time or for which Federal Funds are received after
the regular close of the FFWCC will be executed at the net asset value next
determined. Certain institutional investors and financial institutions have
entered into an agreement with the Fund pursuant to which they may place orders
prior to the Pricing Time, but make payment in Federal Funds for those shares
the following business day.

BANK WIRE. A purchase of shares by bank wire must follow the same procedure as
for a Federal Funds wire, described above. However, depending on the time the
bank wire is sent and the bank handling the wire, money transferred by bank wire
may or may not be converted into Federal Funds prior to the close of the FFWCC.
Prior to conversion to Federal Funds and receipt by the Fund, an investor's
money will not be invested.

CHECK. An account may be opened by completing and signing an Account
Registration Form and mailing it, together with a check payable to "Morgan
Stanley Dean Witter Institutional Fund, Inc. -- [Portfolio name]" to:

Morgan Stanley Dean Witter Institutional Fund, Inc.
P.O. Box 2798
Boston, Massachusetts 02208-2798

The Fund ordinarily is credited with Federal Funds within one business day of
deposit of a check. Thus, a purchase of shares by check ordinarily will be
credited to your account at the net asset value per share of the Portfolio
determined on the next business day after receipt. An investor's money will not
be invested prior to crediting of Federal Funds.

REDEMPTION OF SHARES

The Fund normally makes payment for all shares redeemed within one business day
of receipt of the request, and in no event more than seven days after receipt of
a redemption request in good order. However, payments to investors redeeming
shares which were purchased by check will not be made until payment for the
purchase has been collected, which may take up to eight days after the date of
purchase. The Fund may suspend the right of redemption or postpone the date of
payment (i) during any period that the NYSE is closed, or trading on the NYSE is
restricted as determined by the SEC; (ii) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
practicable for a Portfolio to dispose of securities it owns, or fairly to
determine the value of its assets; and (iii) for such other periods as the SEC
may permit.

Shares of the Portfolio, may be redeemed at any time and without charge at the
net asset value per share next determined after receipt by the Fund of a
redemption order as described under "Methods of Redemption". Redemption proceeds
may be more or less than the purchase price of your shares depending on, among
other factors, the market value of the investment securities held by the
Portfolio.

METHODS OF REDEMPTION

You may redeem shares directly from the Fund by mail or by telephone.

BY MAIL. The Portfolio will redeem shares upon receipt of a redemption request
in "good order." Redemption requests may be sent by regular mail to Morgan
Stanley Dean Witter Institutional Fund, Inc., P.O. Box 2798, Boston,
Massachusetts 02208-2798 or, by overnight courier, to Morgan Stanley Dean Witter
Institutional Fund, Inc., c/o Chase Global Funds Services Company, 73 Tremont
Street, Boston, Massachusetts 02108-3913.

"Good order" means that the request to redeem shares must include the following:

1. A letter of instruction or a stock assignment specifying the class and
number of shares or dollar amount to be redeemed, signed by all
registered owners of the shares in the exact names in which they are
registered;

2. Any required signature guarantees; and

3. Other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and
profit-sharing plans and other organizations.

Redemption requests received in "good order" prior to the Pricing Time will be
executed at the net asset value computed on the date of receipt. Redemption
requests received after the Pricing Time will be executed at the next determined
net asset value. Shareholders who are uncertain of requirements for redemption
by mail should consult with a Fund representative.

BY TELEPHONE. If you have previously elected the Telephone Redemption Option on
the Account Registration Form, you can redeem Portfolio shares by calling the
Fund and requesting that the redemption proceeds be mailed to you or wired to
your bank. Please contact one of the Fund's representatives for further details.
To change the commercial bank or account designated to receive redemption
proceeds, send a written request to the Fund at the address above. Requests to
change the bank or account
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<PAGE>
must be signed by each shareholder and each signature must be guaranteed. The
telephone redemption option may be difficult to implement at times, particularly
during volatile market conditions. If you experience difficulty in making a
telephone redemption, you may redeem shares by mail as described above.

The Fund and the Transfer Agent will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine. These procedures
include requiring the investor to provide certain personal identification
information at the time an account is opened and prior to effecting each
telephone transaction. In addition, all telephone transaction requests will be
recorded and investors may be required to provide additional telecopied written
instructions regarding transactions 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 either of them reasonably believes to be
genuine.

FURTHER REDEMPTION INFORMATION

If the Board of Directors determines that it would be detrimental to the best
interests of the remaining shareholders of the Portfolio to make payment in
cash, the Fund may pay redemption proceeds in whole or in part by a
distribution-in-kind of readily marketable portfolio securities in accordance
with applicable SEC rules. Shareholders may incur brokerage charges on the sale
of securities received from a distribution-in-kind.

The Fund has made an election with the SEC pursuant to Rule 18f-1 under the 1940
Act to pay in cash all redemptions requested by any shareholder of record
limited in amount during any 90-day period to the lesser of $250,000 or 1% of
the net assets of the Portfolio at the beginning of such period. Such commitment
is irrevocable without the prior approval of the SEC. Redemptions in excess of
the above limits may be paid in whole or in part in portfolio securities or in
cash, as the Board of Directors may deem advisable as being in the best
interests of the Fund. If redemptions are paid in portfolio securities, such
securities will be valued as set forth under "Valuation of Shares."

No charge is made by the Portfolio for redemptions. Any redemption may be more
or less than the shareholder's cost depending on the market value of the
securities held by the Portfolio.

To protect your account and the Fund from fraud, signature guarantees are
required for certain redemptions. Signature guarantees enable the Fund to verify
the identity of the person who has authorized a redemption from your account.
Signature guarantees are required in connection with: (i) all redemptions,
regardless of the amount involved, when the proceeds are to be paid to someone
other than the registered owner(s) and/or registered address; and (ii) share
transfer requests. An "eligible guarantor institution" may include a bank, a
trust company, a credit union or savings and loan association, a member firm of
a domestic stock exchange, or a foreign branch of any of the foregoing. Notaries
public are not acceptable guarantors. The signature guarantees must appear
either: (i) on the written request for redemption; (ii) on a separate instrument
for assignment ("stock power") which should specify the total number of shares
to be redeemed; or (iii) on all stock certificates tendered for redemption and,
if shares held by the Fund are also being redeemed, on the letter or stock
power.

ACCOUNT POLICIES AND FEATURES

[TRANSFER OF SHARES

Shareholders may transfer Portfolio shares to another person by making a written
request to the Fund. The request should clearly identify the account and number
of shares to be transferred, and include the signature of all registered owners
and all stock certificates, if any, which are subject to the transfer. It may
not be possible to transfer shares purchased through a Financial Intermediary.
The signature on the letter of request, the stock certificate or any stock power
must be guaranteed in the same manner as described under "Redemption of Shares."
As in the case of redemptions, the written request must be received in good
order before any transfer can be made. Transferring shares may affect the
eligibility of an account for a given class of the Portfolio's shares and may
result in involuntary conversion or redemption of such shares.]

VALUATION OF SHARES

The net asset value per share of the Portfolio is determined by dividing the
total market value of the Portfolio's investments and other assets attributable,
less all liabilities, by the total number of outstanding shares of Portfolio.
Net asset value per share of the Portfolio is determined as of the close of the
NYSE (normally 4:00 p.m. Eastern Time) on each day that the NYSE is open for
business. The NYSE will be closed on the following days: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Price information on listed
securities is taken from the exchange where the security is primarily traded.
Portfolio securities generally are valued at their market value. Securities
listed on a U.S. securities exchange for which market quotations are available
generally are valued at the last quoted sale price on the day the valuation is
made. Securities listed on a foreign exchange generally are valued at their
closing price. Unlisted securities and listed securities not traded on the
valuation date and for which market quotations are not readily available
generally are valued at a price within a range not exceeding the current asked
price nor less than the current bid price. The current bid and asked prices are
determined based on the average of the bid and asked prices quoted on such
valuation date by reputable brokers.
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<PAGE>
Bonds and other fixed income securities are valued according to the broadest and
most representative market, which will ordinarily be the over-the-counter
market. Net asset value includes interest on fixed income securities, which is
accrued daily unless collection is in doubt. In addition, bonds and other fixed
income securities may be valued on the basis of prices provided by a pricing
service when such prices are believed to reflect the fair market value of such
securities. The prices provided by a pricing service are determined without
regard to bid or last sale prices, but take into account institutional-size
trading in similar groups of securities and any developments related to the
specific securities. Securities not priced in this manner are valued at the most
recently quoted bid price or, when securities exchange valuations are used, at
the latest quoted sale price on the day of valuation. If there is no such
reported sale, the latest quoted bid price will be used. Securities purchased
with remaining maturities of 60 days or less are valued at amortized cost, if it
approximates market value. In the event that amortized cost does not approximate
market value, market prices as determined above will be used.

The value of other assets and securities for which quotations are not readily
available (including certain restricted and unlisted securities) and those
securities for which it is inappropriate to determine prices in accordance with
the above-stated procedures are determined in good faith at fair value using
methods determined by the Board of Directors. For purposes of calculating net
asset value per share, all assets and liabilities initially expressed in foreign
currencies generally will be converted into U.S. dollars at the mean of the bid
and asked price of such currencies against the U.S. dollar as quoted by a major
bank.
19
<PAGE>
MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

The Fund's officers, under the supervision of the Board of Directors, manage the
day-to-day operations of the Fund. The Directors set broad policies for the Fund
and choose its officers. One Director and all of the officers of the Fund are
directors, officers or employees of MSDW Investment Management, Morgan Stanley
or Chase Global Funds Services Company ("Chase Global"). The other Directors
have no affiliation with MSDW Investment Management, Morgan Stanley or Chase
Global. Directors and officers of the Fund are also directors and officers of
some or all of the funds in the Fund Complex (defined below) or other investment
companies managed, administered, advised or distributed by MSDW Investment
Management or its affiliates. A list of the Directors and officers of the Fund
and a brief statement of their present positions and principal occupations
during the past five years is set forth below:

<TABLE>
<CAPTION>
NAME, ADDRESS AND DATE OF BIRTH POSITION WITH FUND PRINCIPAL; OCCUPATION DURING PAST FIVE YEARS
--------------------------------------- --------------------- --------------------------------------------
<S> <C> <C>
Barton M. Biggs* Chairman and Director Chairman, Director and Managing Director of Morgan
Morgan Stanley Dean Witter Investment Stanley Dean Witter Investment Management Inc. and
Management Inc. Morgan Stanley Dean Witter Investment Management
1221 Avenue of the Americas Limited; Managing Director of Morgan Stanley & Co.
New York, NY 10020 Incorporated; Member of the Yale Development
11/26/32 Board; and Chairman and Director of various funds
in the Fund Complex.**

John D. Barrett, II Director Chairman and Director of Barrett Associates, Inc.
Barrett Associates Inc. (investment counseling); and Director of the
521 Fifth Avenue Ashforth Company (real estate) and of various
New York, NY 10135 funds in the Fund Complex.
8/21/35

Gerard E. Jones Director Partner, Richards & O'Neil LLP (law firm); and
Richards & O'Neil LLP Director of various funds in the Fund Complex.
43 Arch Street
Greenwich, CT 06830
1/23/37

Graham E. Jones Director Senior Vice President of BGK Properties; Trustee of
330 Garfield Street various investment companies managed by Weiss,
Suite 200 Peck & Greer, Deutsche Asset Management
Santa Fe, NM 87501 Incorporated and Sun Capital Advisors, Inc.; and
1/31/33 Director of various funds in the Fund Complex.

John A. Levin Director Chairman and Chief Executive Officer of John A.
One Rockeffeller Plaza Levin & Co., Inc. (investment adviser); Director,
New York, NY 10020 Chairman, President and Chief Executive Officer of
8/20/38 BKF Capital Group, Inc.; and Director of various
funds in the Fund Complex.

Andrew McNally IV Director Managing Director of Hammond Kennedy Whitney
333 North Michigan Avenue (merchant banking); and Director of Rand McNally &
Suite 501 Company (publishing), Burns International Services
Chicago, IL 60601 Corp. (security), Reinhold Industries Inc.
11/11/39 (industrial products), Hubbell, Inc. (industrial
electronics) and various funds in the Fund
Complex. Formerly, Chairman and Chief Executive
Officer of Rand McNally & Company.

William G. Morton, Jr. Director Chairman and Chief Executive Officer of Boston Stock
100 Franklin Street Exchange; and Director of Tandy Corporation and
Boston, MA 02110 various funds in the Fund Complex.
3/13/37

Samuel T. Reeves Director President, Pinnacle Trading L.L.C (investments); and
8211 North Fresno Street Director of various funds in the Fund Complex.
Fresno, CA 93720 Formerly, Member of the Advisory Board, Tiger
7/28/34 Management Corp. and Director, Pacific Gas &
Electric Corp.

Fergus Reid Director Chairman and Chief Executive Officer of LumeLite
85 Charles Colman Blvd Plastics Corporation (injection molding); Trustee
Pawling, NY 12564 and Director of Vista Mutual Fund Group; and
8/12/32 Director of various funds in the Fund Complex.
</TABLE>

20
<PAGE>

Harold J. Schaaff, Jr. President Managing Director of Morgan Stanley & Co.
Morgan Stanley Dean Witter Investment Incorporated and Morgan Stanley Dean Witter
Management Inc. Investment Management Inc.; and Director and
1221 Avenue of the Americas President of various funds in the Fund Complex.
New York, NY 10020 Formerly, General Counsel and Secretary of Morgan
6/10/60 Stanley Dean Witter Investment Management Inc.

Joseph P. Stadler Vice President Principal of Morgan Stanley & Co. Incorporated and
Morgan Stanley Dean Witter Investment Morgan Stanley Dean Witter Investment Management
Management Inc. Inc.; and Vice President of various funds in the
1221 Avenue of the Americas Fund Complex. Formerly, with Price Waterhouse LLP
New York, NY 10020 (now PricewaterhouseCoopers LLP).
6/7/54

Stefanie V. Chang Vice President Vice President of Morgan Stanley & Co. Incorporated,
Morgan Stanley Dean Witter Investment Morgan Stanley Dean Witter Investment Management
Management Inc. Inc. and various funds in the Fund Complex.
1221 Avenue of the Americas Formerly, practiced law with the New York law firm
New York, NY 10020 of Rogers & Wells.
11/30/66

Arthur J. Lev Vice President Principal of Morgan Stanley & Co. Incorporated;
Morgan Stanley Dean Witter Investment Principal, Secretary and General Counsel of Morgan
Management Inc. Stanley Dean Witter Investment Management Inc.;
1221 Avenue of the Americas and Vice President of various funds in the Fund
New York, NY 10020 Complex. Formerly, Vice President at Bankers Trust
9/23/61 Company (financial services).

Mary E. Mullin Secretary Vice President of Morgan Stanley & Co. Incorporated
Morgan Stanley Dean Witter Investment and Morgan Stanley Dean Witter Investment
Management Inc. Management Inc.; and Secretary of various funds in
1221 Avenue of the Americas the Fund Complex. Formerly, practiced law with the
New York, NY 10020 New York law firms of McDermott, Will & Emery and
3/22/67 Skadden, Arps, Slate, Meagher & Flom LLP.

Belinda A. Brady Treasurer Fund Administration Senior Manager, Chase Global
Chase Global Funds Funds Services Company; and Treasurer of various
Services Company funds in the Fund Complex. Formerly, Senior
73 Tremont Street Auditor at Price Waterhouse LLP (now
Boston, MA 02108-3913 PricewaterhouseCoopers LLP).
1/23/68

Robin L. Conkey Assistant Treasurer Fund Administration Manager, Chase Global Funds
Chase Global Funds Services Company; and Assistant Treasurer of
Services Company various various funds in the Fund Complex.
73 Tremont Street Formerly, Senior Auditor at Price Waterhouse LLP
Boston, MA 02108-3913 (now PricewaterhouseCoopers LLP).
5/11/70
</TABLE>

--------------

* Indicates each director that is an "interested person" within the meaning of
the 1940 Act.

** The Fund Complex currently includes Morgan Stanley Dean Witter Institutional
Fund, Inc.; The Universal Institutional Funds, Inc.; Morgan Stanley Dean
Witter Strategic Adviser Fund, Inc.; Morgan Stanley Dean Witter Africa
Investment Fund, Inc.; Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.;
Morgan Stanley Dean Witter Eastern Europe Fund, Inc.; Morgan Stanley Dean
Witter Emerging Markets Fund, Inc.; Morgan Stanley Dean Witter Emerging
Markets Debt Fund, Inc.; Morgan Stanley Dean Witter Global Opportunity Bond
Fund, Inc.; Morgan Stanley Dean Witter High Yield Fund, Inc.; Morgan Stanley
Dean Witter India Investment Fund, Inc.; The Latin American Discovery Fund,
Inc.; The Malaysia Fund, Inc.; The Pakistan Investment Fund, Inc.; The Thai
Fund, Inc.; and The Turkish Investment Fund, Inc.

COMPENSATION OF DIRECTORS AND OFFICERS

The Fund, together with the other funds in the Fund Complex for which a Director
serves as director, pays each of the Directors who is not an "interested person"
an annual aggregate fee of $75,000, plus reasonable out-of-pocket expenses for
service as a Director and for serving on the Board's Audit and/or
Nominating/Compensation Committees. Director's fees will be allocated among the
Fund and the other funds in the Fund Complex for which a Director serves as a
director in proportion to their respective average net assets. For the fiscal
year ended December 31, 1999, the Fund paid approximately $654,000 in Directors'
fees and expenses. Directors who are also officers or affiliated persons receive
no remuneration from the Fund for their services as Directors. The Fund's
officers and employees are paid by MSDW Investment Management or its agents.
21
<PAGE>
The following table shows aggregate compensation paid to each of the Fund's
Directors by the Fund and the Fund Complex, respectively, in the fiscal year
ended December 31, 1999. Prior to April 1, 2000 each Independent Director
received annual compensation of $65,000, plus reasonable out-of-pocket expenses
from the Fund Complex. Members of the Board's Audit Committee received an
additional $10,000 per year from the Fund Complex.

COMPENSATION TABLE

<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM FUND
COMPENSATION AND FUND COMPLEX
NAME OF PERSON, POSITION FROM FUND PAYABLE TO DIRECTORS
------------------------ ------------ --------------------
<S> <C> <C>
Barton M. Biggs,
Director and Chairman of the Board......................... None None
Michael F. Klein,(1)
Director and President..................................... None None
John D. Barrett, II(5)
Director................................................... 62,320 65,000
Gerard E. Jones,(6)
Director................................................... 62,320 72,100
Andrew McNally, IV(2)(6)
Director................................................... 71,908 75,000
Samuel T. Reeves,(2)(5)
Director................................................... 71,908 82,100
Fergus Reid,(2)(5)
Director................................................... 62,320 72,100
Frederick O. Robertshaw,(2)(6)
Director................................................... 71,908 75,000
Graham E. Jones,(3)(6)
Director................................................... N/A 75,750
John A. Levin,(3)(5)
Director................................................... N/A 72,100
William G. Morton, Jr.,(3)(6)
Director................................................... N/A 65,000
</TABLE>

------------------

(1) Mr. Klein resigned from the Board effective March 2, 2000.

(2) Messrs. McNally, Reeves, Reid and Robertshaw have elected, pursuant to the
deferred compensation plan, to defer all, or a portion, of their
compensation received from the Fund for the fiscal year ended December 31,
1999.

(3) Messrs. Jones, Levin and Morton were appointed to the Board on February 17,
2000 and therefore, did not receive compensation from the Fund for the
fiscal year ended December 31, 1999.

(4) Number of other investment companies in Fund Complex from whom Directors
received compensation: Mr. Barrett-2; Mr. Gerard E. Jones-3; Mr. Graham E.
Jones-12; Mr. Levin-12; Mr. McNally-2; Mr. Morton-12; Mr. Reeves-3; Mr.
Reid-3; Mr. Robertshaw-2.

(5) Member of Nominating/Compensation Committee of the Board of Directors of the
Fund.

(6) Member of the Audit Committee of the Board of Directors of the Fund.

The Fund maintains an unfunded Deferred Compensation Plan which allows each
independent Director to defer payment of all, or a portion, of the fees he or
she receives for attending meetings of the Board of Directors throughout the
year. Each eligible Director generally may elect to have the deferred amounts
credited with a return equal to either of the following: (i) a rate equal to the
prevailing rate for 90-day U.S. Treasury Bills, or (ii) a rate equal to the
total return on one or more portfolios of the Fund or other funds in the Fund
Complex selected by the Director. Distributions generally are in the form of
equal annual installments over a period of five years beginning on the first day
of the year following the year in which the Director's service terminates,
except that the Board of Directors, in its sole discretion, may accelerate or
extend such distribution schedule. The Fund intends that the Deferred
Compensation Plan shall be maintained at all times on an unfunded basis for
federal income tax purposes under the Internal Revenue Code of 1986, as amended
(the "Code"). The rights of an eligible Director and the beneficiaries to the
amounts held under the Deferred Compensation Plan are unsecured and such amounts
are subject to the claims of the creditors of the Fund.

CODE OF ETHICS

Pursuant to Rule 17j-1 under the 1940 Act, the Board of Directors has adopted a
Code of Ethics for the Fund and approved Codes of Ethics adopted by MSDW
Investment Management and Morgan Stanley (collectively the "Codes"). The Codes
are intended to ensure that the interests of shareholders and other clients are
placed ahead of any personal interest, that no undue personal benefit is
obtained from the person's employment activities and that actual and potential
conflicts of interest are avoided.

The Codes apply to the personal investing activities of Directors and officers
of the Fund, MSDW Investment Management and Morgan Stanley ("Access Persons").
Rule 17j-1 and the Codes are designed to prevent unlawful practices in
connection with the purchase or sale of securities by Access Persons. Under the
Codes, Access Persons are permitted to engage in personal securities
transactions, but are required to report their personal securities transactions
for monitoring purposes. In addition, certain Access Persons are required to
obtain approval before investing in initial public offerings or private
placements. The Codes are on file with the SEC, and are available to the Public.
22
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

MSDW Investment Management is a wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co. ("MSDW"). The principal offices of MSDW are located at 1585
Broadway, New York, NY 10036, and the principal offices of MSDW Investment
Management are located at 1221 Avenue of the Americas, New York, NY 10020. MSDW
Investment Management provides investment advice and portfolio management
services pursuant to an Investment Advisory Agreement and, subject to the
supervision of the Fund's Board of Directors, makes the Portfolio's day-to-day
investment decisions, arranges for the execution of portfolio transactions and
generally manages the Portfolio's investments. In managing the Portfolio, MSDW
Investment Management may use the services of associated investment personnel
employed by its affiliated institutional asset management companies. Pursuant to
the Investment Advisory Agreement, MSDW Investment Management is entitled to
receive from the shares of the Portfolio an annual management fee, payable
quarterly, equal to 1.25% of the Portfolio's average daily net assets. MSDW
Investment Management has voluntarily agreed to a reduction in the fees payable
to it and to reimburse the Portfolio, if necessary, if such fees would cause the
total annual operating expenses of the Portfolio to exceed the percentage of
average daily net assets set forth in the table below. In determining the actual
amount of voluntary fee waiver and/or expense reimbursement for the Portfolio,
if any, MSDW Investment Management excludes from annual operating expenses
certain investment related expenses, such as foreign country tax expense and
interest expense on borrowing. MSDW Investment Management reserves the right to
terminate any of its fee waivers and/or expense reimbursements at any time in
its sole discretion.

PRINCIPAL UNDERWRITER

Morgan Stanley serves as principal underwriter to the Fund. For information
relating to the services provided by Morgan Stanley see "Distribution of
Shares."

FUND ADMINISTRATION

MSDW Investment Management also provides administrative services to the Fund
pursuant to an Administration Agreement. The services provided under the
Administration Agreement are subject to the supervision of the officers and the
Board of Directors of the Fund and include day-to-day administration of matters
related to the corporate existence of the Fund, maintenance of records,
preparation of reports, supervision of the Fund's arrangements with its
custodian, and assistance in the preparation of the Fund's registration
statement under federal laws. The Administration Agreement also provides that
MSDW Investment Management, through its agents, will provide dividend disbursing
and transfer agent services to the Fund. For its services under the
Administration Agreement, the Fund pays MSDW Investment Management a monthly fee
which on an annual basis equals 0.15% of the average daily net assets of the
Portfolio.

SUB-ADMINISTRATOR. Under an agreement between MSDW Investment Management and
Chase Bank, Chase Global, a corporate affiliate of Chase Bank, provides certain
administrative services to the Fund. MSDW Investment Management supervises and
monitors the administrative services provided by Chase Global. Their services
are also subject to the supervision of the officers and Board of Directors of
the Fund. Chase Global provides operational and administrative services to
investment companies with approximately $164 billion in assets and having
approximately 391,442 shareholder accounts as of December 31, 1999. Chase
Global's business address is 73 Tremont Street, Boston, Massachusetts
02108-3913.

CUSTODIAN

Chase Bank, located at 73 Tremont Street, Boston, MA 02108-3913, acts as the
Fund's custodian.

DIVIDEND DISBURSING AND TRANSFER AGENT

Chase Global, 73 Tremont Street, Boston, MA 02108-3913, provides dividend
disbursing and transfer agency for the Fund pursuant to the Sub-Administration
Agreement.

INDEPENDENT ACCOUNTANTS

[ serves as independent accountants for the Fund and audits the
annual financial statements of the Portfolio.]

FUND COUNSEL

Morgan, Lewis & Bockius LLP, located at 1701 Market Street, Philadelphia, PA
19103, acts as the Fund's legal counsel.

YEAR 2000

The Fund and its service providers do not appear to have been adversely affected
by computer problems related to the transition to the year 2000. However, there
remains a risk that such problems could rise or be discovered in the future.
Year 2000 related problems also may adversely affect issuers whose securities
the Fund purchases, which could have an impact on the value of your investment.

DISTRIBUTION OF SHARES

Morgan Stanley, a wholly-owned subsidiary of MSDW, serves as the Fund's
exclusive distributor of Portfolio shares pursuant to a Distribution Agreement.
23
<PAGE>
BROKERAGE PRACTICES

PORTFOLIO TRANSACTIONS

MSDW Investment Management, as the Portfolio's investment adviser, is
responsible for decisions to buy and sell securities for the Portfolio, for
broker-dealer selection and for negotiation of commission rates. Purchases and
sales of securities on a stock exchange are effected through brokers who charge
a commission for their services. In the over-the-counter market, securities are
generally traded on a "net" basis with dealers acting as principal for their own
accounts without a stated commission, although the price of the security usually
includes profit to the dealer. In underwritten offerings, securities are
purchased at a fixed price which includes an amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased or sold directly from or to an issuer, no
commissions or discounts are paid.

On occassion, the Portfolio may purchase certain money market instruments
directly from an issuer without payment of a commission or concession. Money
market instruments are generally traded on a "net" basis with dealers acting as
principal for their own accounts without a stated commission, although the price
of the security usually includes a profit to the dealer.

The Fund anticipates that certain of its transactions involving foreign
securities will be effected on securities exchanges. Fixed commissions on such
transactions are generally higher than negotiated commissions on domestic
transactions. There is also generally less government supervision and regulation
of foreign securities exchanges and brokers than in the United States.

MSDW Investment Management serves as investment adviser to a number of clients,
including other investment companies. MSDW Investment Management attempts to
equitably allocate purchase and sale transactions among the Portfolio and other
client accounts. To that end, MSDW Investment Management considers various
factors, including respective investment objectives, relative size of portfolio
holdings of the same or comparable securities, availability of cash for
investment, size of investment commitments generally held and the opinions of
the persons responsible for managing the Portfolio and other client accounts.

MSDW Investment Management selects the brokers or dealers that will execute the
purchases and sales of investment securities for the Portfolio. MSDW Investment
Management seeks the best execution for all portfolio transactions. The
Portfolio may pay higher commission rates than the lowest available when MSDW
Investment Management believes it is reasonable to do so in light of the value
of the research, statistical, and pricing services provided by the broker
effecting the transaction. In seeking to determine the reasonableness of
brokerage commissions paid in any transaction, MSDW Investment Management relies
upon its experience and knowledge regarding commissions generally charged by
various brokers and on its judgement in evaluating the brokerage and research
services received from the broker effecting the transaction. MSDW Investment
Management is unable to ascertain the value of these services due to the
subjective nature of their determinations.

In cases where suitable price and execution are obtainable from more than one
broker or dealer, MSDW Investment Management may place portfolio transactions
with those who also furnish research and other services to the Fund and MSDW
Investment Management. Such services may include information as to the
availability of securities for purchase or sale, statistical or factual
information or opinions pertaining to investment, wire services, and appraisals
or evaluations of portfolio securities. MSDW Investment Management may use these
research services to service all of its accounts and may not use all of these
services in connection with providing investment advice to the Portfolio. While
the receipt of such information and services would generally reduce the amount
of research or services otherwise performed by MSDW Investment Management and
thus reduce its expenses, the value of such reduction is indeterminable and
therefore will not reduce the fees paid to MSDW Investment Management.

It is not the Fund's practice to direct brokerage or principal business on the
basis of sales of Portfolio shares which may be made through intermediary
brokers or dealers. However, MSDW Investment Management may, consistent with
NASD rules, place portfolio orders with qualified broker-dealers who recommend
the applicable Portfolio to their clients or who act as agents in the purchase
of shares of the Portfolio for their clients.

Subject to the overriding objective of obtaining the best execution of orders,
the Fund may use broker-dealer affiliates of MSDW Investment Management to
effect Portfolio brokerage transactions under procedures adopted by the Fund's
Board of Directors. Pursuant to these procedures, MSDW Investment Management
uses two broker-dealer affiliates, Morgan Stanley (including Morgan Stanley
International Limited) and Dean Witter Reynolds, Inc. ("DWR"), each of which is
wholly owned by MSDW for such transactions, the commission rates and other
remuneration paid to Morgan Stanley or DWR must be fair and reasonable in
comparison to those of other broker-dealers for comparable transactions
involving similar securities being purchased or sold during a comparable time
period. This standard would allow the affiliated broker or dealer to receive no
more than the remuneration which would be expected to be received by an
unaffiliated broker.

REGULAR BROKER-DEALERS. The Fund's regular broker-dealers are (i) the ten
broker-dealers that received the greatest dollar amount of brokerage commissions
from the Fund; (ii) the ten broker-dealers that engaged as principal in the
largest dollar amount of portfolio transactions; and (iii) the ten
broker-dealers that sold the largest dollar amount of Portfolio shares.

PORTFOLIO TURNOVER. The Portfolio generally does not invest for short-term
trading purposes, however, when circumstances warrant, the Portfolio may sell
investment securities without regard to the length of time they have been held.
Market conditions
24
<PAGE>
in a given year could result in a higher or lower portfolio turnover rate than
expected and the Portfolio will not consider portfolio turnover rate a limiting
factor in making investment decisions consistent with their investment
objectives and policies. Higher portfolio turnover (e.g., over 100%) necessarily
will cause the Portfolio to pay correspondingly increased brokerage and trading
costs. In addition to transaction costs, higher portfolio turnover may result in
the realization of capital gains. As discussed under "Taxes," to the extent net
short-term capital gains are realized, any distributions resulting from such
gains are considered ordinary income for federal income tax purposes.

GENERAL INFORMATION

FUND HISTORY

The Fund was incorporated pursuant to the laws of the State of Maryland on
June 16, 1988 under the name Morgan Stanley Institutional Fund, Inc. The Fund
filed a registration statement with the SEC registering itself as an open-end
management investment company offering diversified and non-diversified series
under the 1940 Act and its shares under the 1933 Act, as amended, and commenced
operations on November 15, 1988. Effective December 1, 1998, the Fund changed
its name to Morgan Stanley Dean Witter Institutional Fund, Inc.

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund's Amended and Restated Articles of Incorporation permit the Directors
to issue 40.5 billion shares of common stock, par value $.001 per share, from an
unlimited number of classes or series of shares. The Fund currently consists of
shares of thirty Portfolios. Each Portfolio offers Class A and Class B shares
except that the Municipal Money Market, International Small Cap and Emerging
Markets Advisory Portfolios offer only Class A shares.

The shares of the Portfolio of the Fund are fully paid and nonassessable, and
have no preference as to conversion, exchange, dividends, retirement or other
features. Portfolio shares have no pre-emptive rights. The shares of the Fund
have non-cumulative voting rights, which means that the holders of more than 50%
of the shares voting for the election of Directors can elect 100% of the
Directors if they choose to do so. Shareholders are entitled to one vote for
each full share held (and a fractional vote for each fractional share held),
then standing in their name on the books of the Fund.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of the Portfolio's net
investment income, if any. The Fund may also distribute any net realized capital
gains in the amount and at the times that will avoid both income (including
taxable gains) taxes on it and the imposition of the federal excise tax on
income and capital gains (see "Taxes"). However, the Fund may also choose to
retain net realized capital gains and pay taxes on such gains. The amounts of
any income dividends or capital gains distributions cannot be predicted.

Any dividend or distribution paid shortly after the purchase of shares of the
Portfolio by an investor may have the effect of reducing the per share net asset
value of that Portfolio by the per share amount of the dividend or distribution.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to income taxes for shareholders subject to tax as set
forth herein and in the Prospectus.

As set forth in the Prospectus, unless you elect otherwise in writing, all
dividends and capital gains distributions are automatically reinvested in
additional shares of the Portfolio at net asset value (as of the business day
following the record date). This automatic reinvestment of dividends and
distributions will remain in effect until you notify the Fund in writing at
least three days prior to the record date that either the Income Option (income
dividends in cash and capital gains distributions reinvested in shares at net
asset value) or the Cash Option (both income dividends and capital gains
distributions in cash) has been elected.

TAXES

The following is only a summary of certain additional federal income tax
considerations generally affecting the Fund, the Portfolio and its shareholders
that are not described in the Prospectus. No attempt is made to present a
detailed explanation of the federal, state or local tax treatment of the Fund,
Portfolio or shareholders, and the discussion here and in the Prospectus is not
intended to be a substitute for careful tax planning.

The following general discussion of certain federal income tax consequences is
based on the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.

The Portfolio within the Fund is generally treated as a separate corporation for
federal income tax purposes. Thus, the provisions of the Code generally will be
applied to the Portfolio separately, rather than to the Fund as a whole.
25
<PAGE>
REGULATED INVESTMENT COMPANY QUALIFICATION

The Portfolio intends to qualify and elect to be treated for each taxable year
as a regulated investment company ("RIC") under Subchapter M of the Code. In
order to so qualify, the Portfolio must, among other things, (i) derive at least
90% of its gross income each taxable year from dividends, interest, payments
with respect to securities loans, gains from the sale or other disposition of
stock, securities or foreign currencies, and other income derived with respect
to its business of investing in such stock securities or currencies, including,
generally, certain gains from options, futures and forward contracts; and
(ii) diversify its holdings so that, at the end of each fiscal quarter of the
Portfolio's taxable year, (a) at least 50% of the market value of the
Portfolio's total assets is represented by cash and cash items, U.S. Government
securities, securities of other RICs, and other securities, with such other
securities limited, in respect to any one issuer, to an amount not greater than
5% of the value of the Portfolio's total assets or 10% of the outstanding voting
securities of such issuer, and (b) not more than 25% of the value of its total
assets are invested in the securities (other than U.S. Government securities or
securities of other RICs) of any one issuer or two or more issuers which the
Portfolio controls and which are engaged in the same, similar, or related trades
or business. For purposes of the 90% of gross income requirement described
above, foreign currency gains which are not directly related to the Portfolio's
principal business of investing in stock or securities (or options or futures
with respect to stock or securities) may be excluded from income that qualifies
under the 90% requirement. For purposes of the diversification requirement
described above, the Portfolio will not be treated as in violation of such
requirement as a result of a discrepency between the value of its various
investments and the diversification percentages described above, unless such
discrepancy exists immediately following the acquisition of any security or
other property and is wholly or partly the result of such acquisition. Moreover,
even in the event of noncompliance with the diversification requirement as of
the end of any given quarter, the Portfolio is permitted to cure the violation
by eliminating the discrepancy causing such noncompliance within a period of 30
days from the close of the relevant quarter.

In addition to the requirements described above, in order to qualify, the
Portfolio must distribute at least 90% of its net investment income (which
generally includes dividends, taxable interest, and the excess of net short-term
capital gains over net long-term capital losses less operating expenses) and at
least 90% of its net tax-exempt interest income, for each tax year, if any, to
its shareholders. If the Portfolio meets all of the RIC requirements, it will
not be subject to federal income tax on any of its net investment income or
capital gains that it distributes to shareholders.

If the Portfolio fails to qualify as a RIC for any taxable year, all of its net
income will be subject to tax at regular corporate rates (whether or not
distributed to shareholders), and its distributions (including capital gains
distributions) will be taxable as ordinary income dividends to its shareholders
to the extent of the Portfolio's current and accumulated earnings and profits,
and will be eligible for the corporate dividends-received deduction for
corporate shareholders.

GENERAL TAX TREATMENT OF QUALIFYING RICS AND SHAREHOLDERS

The Portfolio intends to distribute substantially all of its net investment
income (including, for this purpose, net short-term capital gain) to
shareholders. Dividends from the Portfolio's net investment income are taxable
to shareholders as ordinary income, whether received in cash or in additional
shares. Such dividends paid by the Portfolio generally will only qualify for the
dividends-received deduction for corporate shareholders to the extent of the
Portfolio's qualifying dividend income and to the extent designated by the
Portfolio. The Portfolio will report annually to its shareholders the amount of
dividend income qualifying for such treatment.

The Portfolio will decide whether to distribute or to retain all or part of any
net capital gains (the excess of net long-term capital gains over net short-term
capital losses) in any year for reinvestment. Distributions of net capital gain
are taxable to shareholders as a long-term capital gain regardless of how long
shareholders have held their shares. The Portfolio will send reports annually to
shareholders regarding the federal income tax status of all distributions made
during the preceding year. If any such gains are retained, the Portfolio will
pay federal income tax thereon, and, if the Portfolio makes an election, the
shareholders will include such undistributed gains in their income, will
increase their tax basis in Portfolio shares by 65% of the amount included in
their income and will be able to claim their share of the tax paid by the
Portfolio as a refundable credit.

Dividends and other distributions declared by the Portfolio in October,
November or December of any year and payable to shareholders of record on a date
in such month will be deemed to have been paid by the Portfolio and received by
shareholders on December 31 of that year if the distributions are paid by the
Portfolio at any time during the following January.

A gain or loss realized by a shareholder on the sale, exchange or redemption of
shares of a Portfolio held as a capital asset will be capital gain or loss, and
such gain or loss will be long-term if the holding period for the shares exceeds
12 months and otherwise will be short-term. Any loss realized on a sale,
exchange or redemption of shares of the Portfolio will be disallowed to the
extent the shares disposed of are replaced within the 61-day period beginning 30
days before and ending 30 days after the shares are disposed of. Any loss
realized by a shareholder on the disposition of shares held 6 months or less is
treated as a long-term capital loss to the extent of any distributions of net
long-term capital gains received by the shareholder with respect to such shares
or any inclusion of undistributed capital gain with respect to such shares.

The Portfolio will generally be subject to a nondeductible 4% federal excise tax
to the extent it fails to distribute by the end of any calendar year at least
98% of its ordinary income for that year and 98% of its capital gain net income
(the excess of short- and
26
<PAGE>
long-term capital gains over short- and long-term capital losses) for the
one-year period ending on October 31 of that year, plus certain other amounts.
The Portfolio intends to make sufficient distributions or deemed distributions
of its ordinary income and capital gain net income (the excess of short-term and
long-term capital gain over short-term and long-term capital losses, including
any available capital loss carryforwards), prior to the end of each calendar
year to avoid liability for federal excise tax.

The Fund may be required to withhold and remit to the U.S. Treasury 31% of any
dividends, capital gains distributions and redemption proceeds paid to any
individual or certain other non-corporate shareholder (i) who has failed to
provide a correct taxpayer identification number (generally an individual's
social security number or non-individual's employer identification number) on
the Account Registration Form; (ii) who is subject to backup withholding by the
Internal Revenue Service; or (iii) who has not certified to the Fund that such
shareholder is not subject to backup withholding. This backup withholding is not
an additional tax, and any amounts withheld may be credited against the
shareholder's ultimate U.S. tax liability.

As discussed above, in order for the Portfolio to continue to qualify for
federal income tax treatment as a RIC, at least 90% of its gross income for a
taxable year must be derived from certain qualifying income, including
dividends, interest, income derived from loans of securities, and gains from the
sale or other disposition of stock, securities or foreign currencies, or other
related income, including gains from options, futures and forward contracts,
derived with respect to its business of investing in stock, securities or
currencies. Any net gain realized from the closing out of futures contracts will
therefore generally be qualifying income for purposes of the 90% requirement.

SPECIAL RULES FOR CERTAIN FOREIGN CURRENCY AND DERIVATIVES TRANSACTIONS

In general, gains from foreign currencies and from foreign currency options,
foreign currency futures and forward foreign exchange contracts relating to
investments in stock, securities or foreign currencies are currently considered
to be qualifying income for purposes of determining whether the Portfolio
qualifies as a RIC. It is unclear, however, who will be treated as the issuer of
certain foreign currency instruments or how foreign currency options, futures,
or forward foreign currency contracts will be valued for purposes of the
regulated investment company diversification requirements applicable to the
Portfolio. The Portfolio may request a private letter ruling from the Internal
Revenue Service on some or all of these issues.

Under Code Section 988, special rules are provided for certain transactions in a
foreign currency other than the taxpayer's functional currency (i.e., unless
certain special rules apply, currencies other than the U.S. dollar). In general,
foreign currency gains or losses from forward contracts, from futures contracts
that are not "regulated futures contracts", and from unlisted options will be
treated as ordinary income or loss under Code Section 988. Also, certain foreign
exchange gains or losses derived with respect to foreign fixed-income securities
are also subject to Section 988 treatment. In general, therefore, Code Section
988 gains or losses will increase or decrease the amount of the Portfolio's
investment company taxable income available to be distributed to shareholders as
ordinary income, rather than increasing or decreasing the amount of the
Portfolio's net capital gain.

The Portfolio's investment in options, swaps and related transactions, futures
contracts and forward contracts, options on futures contracts and stock indices
and certain other securities, including transactions involving actual or deemed
short sales or foreign exchange gains or losses are subject to many complex and
special tax rules. For example, over-the-counter options on debt securities and
equity options, including options on stock and on narrow-based stock indexes,
will be subject to tax under Section 1234 of the Code, generally producing a
long-term or short-term capital gain or loss upon exercise, lapse or closing out
of the option or sale of the underlying stock or security. By contrast, the
Portfolio's treatment of certain other options, futures and forward contracts
entered into by the Portfolio is generally governed by Section 1256 of the Code.
These "Section 1256" positions generally include listed options on debt
securities, options on broad-based stock indexes, options on securities indexes,
options on futures contracts, regulated futures contracts and certain foreign
currency contracts and options thereon.

When the Portfolio holds options or futures contracts which substantially
diminish their risk of loss with respect to other positions (as might occur in
some hedging transactions), this combination of positions could be treated as a
"straddle" for tax purposes, resulting in possible deferral of losses,
adjustments in the holding periods of Portfolio securities and conversion of
short-term capital losses into long-term capital losses. Certain tax elections
exist for mixed straddles (i.e., straddles comprised of at least one Section
1256 position and at least one non-Section 1256 position) which may reduce or
eliminate the operation of these straddle rules.

A Section 1256 position held by the Portfolio will generally be marked-to-market
(i.e. treated as if it were sold for fair market value) on the last business day
of the Fund's fiscal year, and all gain or loss associated with fiscal year
transactions and mark-to-market positions at fiscal year end (except certain
currency gain or loss covered by Section 988 of the Code) will generally be
treated as 60% long-term capital gain or loss and 40% short-term capital gain or
loss. The effect of Section 1256 mark-to-market rules may be to accelerate
income or to convert what otherwise would have been long-term capital gains into
short-term capital gains or short-term capital losses into long-term capital
losses within the Portfolio. The acceleration of income on Section 1256
positions may require the Portfolio to accrue taxable income without the
corresponding receipt of cash. In order to generate cash to satisfy the
distribution requirements of the Code, the Portfolio may be required to dispose
of portfolio securities that it otherwise would have continued to hold or to use
cash flows from other sources. Any or all of these rules may, therefore, affect
the amount, character and timing of income earned and, in turn, distributed to
shareholders by the Portfolio.
27
<PAGE>
SPECIAL TAX CONSIDERATIONS RELATING TO FOREIGN INVESTMENTS

Gains or losses attributable to foreign currency contracts, or to fluctuations
in exchange rates that occur between the time the Portfolio accrues interest or
other receivables or accrues expenses or other liabilities denominated in a
foreign currency and the time the Portfolio actually collects such receivables
or pays such liabilities are treated as ordinary income or ordinary loss to the
Portfolio. Similarly, gains or losses on disposition of debt securities
denominated in a foreign currency attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the security and the
date of disposition also are treated as ordinary gain or loss to the Portfolio.
These gains or losses increase or decrease the amount of a Portfolio's net
investment income available to be distributed to its shareholders as ordinary
income.

It is expected that the Portfolio will be subject to foreign withholding taxes
with respect to its dividend and interest income from foreign countries, and the
Portfolio may be subject to foreign income taxes with respect to other income.
So long as more than 50% in value of the Portfolio's total assets at the close
of the taxable year consists of stock or securities of foreign corporations, the
Portfolio may elect to treat certain foreign income taxes imposed on it for U.S.
federal income tax purposes as paid directly by its shareholders. The Portfolio
will make such an election only if it deems it to be in the best interest of its
shareholders and will notify shareholders in writing each year if it makes an
election and of the amount of foreign income taxes, if any, to be treated as
paid by the shareholders. If the Portfolio makes the election, shareholders will
be required to include in income their proportionate share of the amount of
foreign income taxes treated as imposed on the Portfolio and will be entitled to
claim either a credit (subject to the limitations discussed below) or, if they
itemize deductions, a deduction, for their shares of the foreign income taxes in
computing their federal income tax liability.

Certain foreign governments levy withholding or other taxes on dividend and
interest income. Although in some countries a portion of these taxes are
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received from investments in such countries. It is not expected that
the Portfolio or its shareholders would be able to claim a credit for U.S. tax
purposes with respect to any such foreign taxes. However, these foreign
withholding taxes may not have a significant impact on the Portfolio,
considering that the Portfolio's investment objective is to seek long-term
capital appreciation and any dividend or interest income should be considered
incidental.

Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to a number of complex limitations regarding the
availability and utilization of the credit. Because of these limitations,
shareholders may be unable to claim a credit for the full amount of their
proportionate shares of the foreign income taxes paid by the Portfolio.
Shareholders are urged to consult their tax advisors regarding the application
of these rules to their particular circumstances.

TAXES AND FOREIGN SHAREHOLDERS

Taxation of a shareholder who, as to the United States, is a nonresident alien
individual, a foreign trust or estate, a foreign corporation, or a foreign
partnership ("Foreign Shareholder") depends on whether the income from the
Portfolio is "effectively connected" with a U.S. trade or business carried on by
such shareholder.

If the income from the Portfolio is not effectively connected with a U.S. trade
or business carried on by a Foreign Shareholder, distributions of net investment
income plus the excess of net short-term capital gains over net long-term
capital losses will be subject to U.S. withholding tax at the rate of 30% (or
such lower treaty rate as may be applicable) upon the gross amount of the
dividend. Furthermore, Foreign Shareholders will generally be exempt from U.S.
federal income tax on gains realized on the sale of shares of the Portfolio,
distributions of net long-term capital gains, and amounts retained by the Fund
that are designated as undistributed capital gains.

If the income from the Portfolio is effectively connected with a U.S. trade or
business carried on by a Foreign Shareholder, then distributions from the
Portfolio and any gains realized upon the sale of shares of the Portfolio, will
be subject to U.S. federal income tax at the rates applicable to U.S. citizens
and residents or domestic corporations.

The Portfolio may be required to withhold U.S. federal income tax on
distributions that are otherwise exempt from withholding tax (or taxable at a
reduced treaty rate) unless the Foreign Shareholder complies with Internal
Revenue Service certification requirements.

The tax consequences to a Foreign Shareholder entitled to claim the benefits of
an applicable tax treaty may differ from those described here. Furthermore,
Foreign Shareholders are strongly urged to consult their own tax advisors with
respect to the particular tax consequences to them of an investment in the
Portfolio, including the potential application of the provisions of the Foreign
Investment in Real Estate Property Tax Act of 1980, as amended.

STATE AND LOCAL TAX CONSIDERATIONS

Rules of U.S. state and local taxation of dividend and capital gains from
regulated investment companies often differ from the rules for U.S. federal
income taxation described above. Shareholders are urged to consult their tax
advisors as to the consequences of these and other U.S. state and local tax
rules regarding an investment in the Fund.
28
<PAGE>
[CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES]

CONTROL PERSONS

PERFORMANCE INFORMATION

The Fund may from time to time quote various performance figures to illustrate
the Portfolio's past performance.

Performance quotations by investment companies are subject to rules adopted by
the SEC, which require the use of standardized performance quotations. In the
case of total return, non-standardized performance quotations may be furnished
by the Fund but must be accompanied by certain standardized performance
information computed as required by the SEC. Current yield and average annual
compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the SEC. An
explanation of those and other methods used by the Fund to compute or express
performance follows.

TOTAL RETURN

From time to time, the Portfolio may advertise total return for each class of
shares of the Portfolio. Total return figures are based on historical earnings
and are not intended to indicate future performance. The average annual total
return is determined by finding the average annual compounded rates of return
over 1-, 5-, and 10-year periods (or over the life of the Portfolio) that would
equate an initial hypothetical $1,000 investment to its ending redeemable value.
The calculation assumes that all dividends and distributions are reinvested when
paid. The quotation assumes the amount was completely redeemed at the end of
each 1-, 5-, and 10-year period (or over the life of the Portfolio) and the
deduction of all applicable Fund expenses on an annual basis.

These figures were calculated according to the following formula:
P(1+T)TO THE POWER OF n = ERV

where:

<TABLE>
<C> <C> <S>
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of hypothetical $1,000 payment made
at the beginning of the 1-, 5-, or 10-year periods at the
end of the 1-, 5-, or 10-year periods (or fractional portion
thereof).
</TABLE>

CALCULATION OF YIELD FOR THE PORTFOLIO

From time to time the Portfolio may advertise yield.

Current yield reflects the income per share earned by the Portfolio's
investments.

Current yield is determined by dividing the net investment income per share
earned during a 30-day base period by the maximum offering price per share on
the last day of the period and annualizing the result. Expenses accrued for the
period include any fees charged to all shareholders during the base period.

[These figures were obtained using the following formula:

<TABLE>
<S> <C> <C>
Yield = 2[(a - b + 1)TO THE POWER OF 6 - 1]
-------------------
cd]
</TABLE>

29
<PAGE>
GENERAL PERFORMANCE INFORMATION

The Portfolio's performance will fluctuate, unlike bank deposits or other
investments which pay a fixed yield for a stated period of time. Past
performance is not necessarily indicative of future return. Actual performance
will depend on such variables as portfolio quality, average portfolio maturity,
the type of portfolio instruments acquired, changes in interest rates, portfolio
expenses and other factors. Performance is one basis investors may use to
analyze the Portfolio as compared to other funds and other investment vehicles.
However, performance of other funds and other investment vehicles may not be
comparable because of the foregoing variables, and differences in the methods
used in valuing their portfolio instruments, computing net asset value and
determining performance.

From time to time, the Portfolio's performance may be compared to other mutual
funds tracked by financial or business publications and periodicals. For
example, Morningstar, Inc. may be quoted in advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds on the
basis of risk-adjusted performance. Rankings that compare the performance of
funds to one another in appropriate categories over specific periods of time may
also be quoted in advertising.

Portfolio advertising may include data on historical returns of the capital
markets in the United States compiled or published by Ibbotson Associates of
Chicago, Illinois ("Ibbotson"), including returns on common stocks, small
capitalization stocks, long-term corporate bonds, intermediate-term government
bonds, long-term government bonds, Treasury bills, the U.S. rate of inflation
(based on the Consumer Price Index), and combinations of various capital
markets. The performance of these capital markets is based on the returns of
different indices to which the performance of the Portfolio may also be
compared. The Portfolio may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical investment
in any of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the Portfolio.
The Portfolio may also compare its performance to that of other compilations or
indices that may be developed and made available in the future.

The Portfolio may include in advertisements, charts, graphs or drawings which
illustrate the potential risks and rewards of investment in various investment
vehicles, including but not limited to, foreign securities, stocks, bonds,
treasury bills and shares of the Portfolio. In addition, advertisements may
include a discussion of certain attributes or benefits to be derived by an
investment in the Portfolio and/or other mutual funds, shareholder profiles and
hypothetical investor scenarios, timely information on financial management, tax
and retirement planning and various investment alternatives. Advertisements may
include lists of representative Morgan Stanley clients. The Portfolio may also
from time to time include discussions or illustrations of the effects of
compounding in advertisements. "Compounding" refers to the fact that, if
dividends or other distributions on the Portfolio investment are reinvested by
being paid in additional Portfolio shares, any future income or capital
appreciation of the Portfolio would increase the value, not only of the original
investment in the Portfolio, but also of the additional Portfolio shares
received through reinvestment.

The Portfolio may include in its advertisements, discussions or illustrations of
the potential investment goals of a prospective investor (including materials
that describe general principles of investing, such as asset allocation,
diversification, risk tolerance, goal setting, questionnaires designed to help
create a personal financial profile, worksheets used to project savings needs
based on assumed rates of inflation and hypothetical rates of return and action
plans offering investment alternatives), investment management techniques,
policies or investment suitability of the Portfolio (such as value investing,
market timing, dollar cost averaging, asset allocation, constant ratio transfer,
automatic account rebalancing, the advantages and disadvantages of investing in
tax-deferred and taxable investments). Advertisements and sales materials
relating to the Portfolio may include information regarding the background and
experience of its portfolio managers; the resources, expertise and support made
available to the portfolio managers by Morgan Stanley; and the portfolio
manager's goals, strategies and investment techniques.

The Portfolio's advertisements may discuss economic and political conditions of
the United States and foreign countries, the relationship between sectors of the
U.S., a foreign, or the global economy and the U.S., a foreign, or the global
economy as a whole and the effects of inflation. The Portfolio's advertisements
may include discussions and illustrations of the growth potential of various
global markets including, but not limited to, Africa, Asia, Europe, Latin
America, North America, South America, Emerging Markets and individual
countries. These discussions may include the past performance of the various
markets or market sectors; forecasts of population, gross national product and
market performance; and the underlying data which supports such forecasts. From
time to time, advertisements, sales literature, communications to shareholders
or other materials may summarize the substance of information contained in the
Portfolio's shareholder report (including the investment composition of the
Portfolio), as well as the views of Morgan Stanley as to current market,
economic, trade and interest rate trends, legislative, regulatory and monetary
developments, investment strategies and related matters believed to be of
relevance to the Portfolio.

The Portfolio may quote various measures of volatility and benchmark correlation
in advertising. The Portfolio may compare these measures to those of other
funds. Measures of volatility seek to compare the historical share price
fluctuations or total returns to those of a benchmark. Measures of benchmark
correlation indicate how valid a comparative benchmark may be. Measures of
volatility and correlation may be calculated using averages of historical data.
The Portfolio may also advertise its current interest rate sensitivity,
duration, weighted average maturity or similar maturity characteristics.
30
<PAGE>
The Portfolio may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in the Portfolio at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when prices
are low. While such a strategy does not assure a profit or guard against loss in
a declining market, the investor's average cost per share can be lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should consider their ability to continue purchasing shares
during periods of low price levels.

DESCRIPTION OF RATINGS

DESCRIPTION OF COMMERCIAL PAPER AND BOND RATINGS

EXCERPTS FROM MOODY'S DESCRIPTION OF BOND RATINGS: Aaa -- Bonds which are rated
Aaa are judged to be of the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt-edged." Interest payments
are protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues. Aa -- Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear somewhat larger
than Aaa securities. A -- Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment some time in the future. Baa -- Bonds which are rated Baa are
considered as medium-grade obligations, i.e., they are neither highly protected
nor poorly secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well. Ba -- Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate, and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class. B -- Bonds which are
rated B generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small. Moody's applies numerical modifiers
1, 2 and 3 in each generic voting classification from Aa through B. The modifier
1 indicates that the security ranks at a higher end of the rating category;
modifier 2 indicates a mid-range rating; and the modifier 3 indicates that the
issue ranks at the lower end of the rating category. Caa -- Bonds which are
rated Caa are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest. Ca -- Bonds
which are rated Ca represent obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings. C -- Bonds
which are rated C are the lowest rated class of bonds, and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.

EXCERPTS FROM S&P'S DESCRIPTION OF BOND RATINGS: AAA -- Bonds rated AAA have
the highest rating assigned by Standard & Poor's to a debt obligation and
indicate an extremely strong capacity to pay principal and interest. AA -- Bonds
rated AA have a very strong capacity to pay interest and repay principal and
differ from the highest rated issues only to a small degree. A -- Bonds rated A
have a strong capacity to pay interest and repay principal although they are
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than bonds in higher rated categories. BBB -- Bonds rated
BBB are regarded as having an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than for debt in higher rated categories. BB, B, CCC, CC -- Debt rated BB, B,
CCC, CC and C is regarded, on balance, as predominantly speculative with respect
to capacity to pay interest and repay principal in accordance with the terms of
the obligation. BB indicates the lowest degree of speculation and C the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions. C -- The rating C may be used to cover a
situation where a bankruptcy petition has been filed or similar action has been
taken, but payments on this obligation are being continued. D -- Debt rated D is
in default, and payment of interest and/or repayment of principal is in arrears.

DESCRIPTION OF MOODY'S RATINGS OF STATE AND MUNICIPAL NOTES: Moody's ratings
for state and municipal notes and other short-term obligations are designated
Moody's Investment Grade ("MIG"). Symbols used are as follows: MIG-1 -- best
quality, enjoying strong protection from established cash flows of funds for
their servicing or from established broad-based access to the market for
refinancing, or both; MIG-2 -- high quality with margins of protection ample
although not so large as in the preceding group; MIG-3 -- favorable quality,
with all security elements accounted for but lacking the undeniable strength of
the preceding grades.

DESCRIPTION OF MOODY'S HIGHEST COMMERCIAL PAPER RATING: Prime-1 ("Pl") --
Judged to be of the best quality. Their short-term debt obligations carry the
smallest degree of investment risk.
31
<PAGE>
EXCERPT FROM S&P'S RATING OF MUNICIPAL NOTE ISSUES: SP-l+ -- very strong
capacity to pay principal and interest; SP-2--strong capacity to pay principal
and interest.

DESCRIPTION OF S&P'S HIGHEST COMMERCIAL PAPER RATINGS: A-l+ -- this designation
indicates the degree of safety regarding timely payment is extremely strong. A-1
-- this designation indicates the degree of safety regarding timely payment is
strong.
32
<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a)(1) Registrant's Articles of Amendment and Restatement,
incorporated by reference to Exhibit 1(a) to Post-Effective
Amendment No. 26 to the Registrant's Registration Statement
on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession
No. 0000912057-95-008594) on October 13, 1995.

(a)(2) Registrant's Articles Supplementary to Registrant's Articles
of Amendment and Restatement (reclassifying shares),
incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 30 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No.
0000912057-96-010828) on May 24, 1996.

(a)(3) Registrant's Articles Supplementary to Registrant's Articles
of Amendment and Restatement (adding new Technology
Portfolio), incorporated by reference to Exhibit 1(c) to
Post-Effective Amendment No. 30 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-23166), filed
with the Securities and Exchange Commission via EDGAR
(Accession No. 0000912057-96-010828) on May 24, 1996.

(a)(4) Registrant's Articles Supplementary to Registrant's Articles
of Amendment and Restatement (adding U.S. Equity Plus
Portfolio), incorporated by reference to Exhibit 1(d) to
Post-Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-23166), filed
with the Securities and Exchange Commission via EDGAR
(Accession No. 0001047469-98-008051)on February 27, 1998.

(a)(5) Registrant's Articles Supplementary to Registrant's Articles
of Amendment and Restatement (adding European Real Estate
and Asian Real Estate Portfolios), incorporated by reference
to Exhibit 1(e) to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
00001047469-98-008051) on February 27, 1998.

(a)(6) Registrant's Articles Supplementary to Registrant's Articles
of Amendment and Restatement (adding Class B shares to the
Money Market Portfolio), incorporated by reference to
Exhibit 1(f) to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
00001047469-98-008051) on February 27, 1998.

(a)(7) Articles of Amendment to Registrant's Articles of Amendment
and Restatement (Active Country Allocation Portfolio name
changed to Active International Portfolio), incorporated by
reference to Exhibit (a)(7) to Post-Effective Amendment No.
40 to the Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0001047469-99-002378) on January 27, 1999.

C-1
<PAGE>

(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0001047469-99-002378) on January 27, 1999.

(a)(9) Articles of Amendment to Registrant's Articles of Amendment
and Restatement (changing corporate name to Morgan Stanley
Dean Witter Institutional Fund, Inc.), incorporated by
reference to Exhibit (a)(9) to Post-Effective Amendment No.
40 to the Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0001047469-99-002378) on January 27, 1999.

(a)(10) Articles of Amendment to Registrant's Articles of
Amendment and Restatement (Aggressive Equity Portfolio name
changed to Focus Equity Portfolio and Emerging Growth
Portfolio name changed to Small Company Growth Portfolio),
incorporated by reference to Exhibit (a)(10) to
Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange
Commission via EDGAR (Accession NO. 0000912057-00-02610)
on May 1, 2000.

(a)(11) Form of Articles of Supplementary to the Articles of
Amendment and Restatement (adding Emerging Markets
Advisory Portfolio), filed herewith.

(b) Amended and Restated By-Laws, incorporated by reference to
Exhibit 2 to Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange Commission
via EDGAR (Accession No. 0000912057-97-007488) on
February 28, 1997.

(c)(1) Specimen Security with respect to Morgan Stanley
Institutional Fund, Inc. Class A shares incorporated by
reference to Exhibit 1(a) (Amended and Restated Articles of
Incorporation), as amended to date to Post-Effective
Amendment No. 26 to Registrant's Registration Statement
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-95-008594) on October 13, 1995 and Exhibit 2
(Amended and Restated By-Laws), as amended to date to
Post-Effective Amendment No. 33 to Registrant's Registration
Statement, filed with the Securities and Exchange Commission
via EDGAR (Accession No. 0000912057-97-007488) on
February 28, 1997.

(c)(2) Specimen Security with respect to Morgan Stanley
Institutional Fund, Inc. Class B shares incorporated by
reference to Exhibit 1(a) (Amended and Restated Articles of
Incorporation), as amended to date to Post-Effective
Amendment No. 26 to Registrant's Registration Statement
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-95-008594) on October 13, 1995 and Exhibit 2
(Amended and Restated By-Laws), as amended to date to
Post-Effective Amendment No. 33 to Registrant's Registration
Statement, filed with the Securities and Exchange Commission
via EDGAR (Accession No. 0000912057-97-007488) on
February 28, 1997.

(d)(1) Investment Advisory Agreement between Registrant and Morgan
Stanley Asset Management Inc., incorporated by reference to
Exhibit (d)(1) to Post-Effective Amendment No. 40 to the
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0001047469-99-002378) on January 27, 1999.

(d)(2) Investment Sub-Advisory Agreement among Registrant, Morgan
Stanley Asset Management Inc. and Sun Valley Gold Company
(with respect to the Gold Portfolio) is incorporated by
reference to Exhibit 5(i) to Post-Effective Amendment No. 25
to Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-95-005830) on August 1, 1995.

C-2
<PAGE>

(d)(3) Supplement to Investment Advisory Agreement between
Registrant and Morgan Stanley Asset Management Inc. (adding
the U.S. Equity Plus Portfolio), is incorporated by
reference to Exhibit 5(q) to Post-Effective Amendment No. 38
to Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0001047469-98-008051) on February 27, 1998.

(d)(4) Supplement to Investment Advisory Agreement between
Registrant and Morgan Stanley Asset Management Inc. (adding
the Asian and European Real Estate Portfolios), is
incorporated by reference to Exhibit 5(r) to Post-Effective
Amendment No. 38 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No.
0001047469-98-008051) on February 27, 1998.

(d)(5) Amendment to Investment Advisory Agreement between
Registrant and MSDW Investment Management (reducing the
annual advisory fee payable by the Emerging Markets Debt
Portfolio of the Fund from 1.00% to 0.75%), incorporated
by reference to Exhibit (d)(5) to Post-Effective
Amendment No. 43 to Registrant's Registration Statement
on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession
NO. 0000912057-00-020610) on May 1, 2000.

(d)(6) Form of Supplement to Investment Advisory Agreement
between Registrant and Morgan Stanley Dean Witter
Investment Management Inc. (adding Emerging Markets
Advisory Portfolio), filed herewith.

(d)(7) Sub-Advisory Agreement between MSDW Investment Management
and Morgan Stanley Dean Witter Advisors Inc.,
incorporated by reference to Exhibit (d)(6) to
Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange
Commission via EDGAR (Accession NO. 0000912057-00-020610)
on May 1, 2000.

(e)(1) Distribution Agreement between Registrant and Morgan Stanley
& Co. Incorporated., incorporated by reference to Exhibit
6(a) to Post-Effective Amendment No. 25 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange Commission
via EDGAR (Accession No. 0000912057-95-005830) on August 1,
1995.

(e)(2) Supplement to Distribution Agreement between Registrant and
Morgan Stanley & Co. Incorporated, incorporated by reference
to Exhibit 6(b) to Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-96-007390) on April 30, 1996.

(f) Not applicable.

(g)(1) Mutual Fund Domestic Custody Agreement between Registrant
and United States Trust Company, incorporated by reference
to Exhibit 8(a) to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-95-005830) August 1, 1995.

(g)(2) International Custody Agreement between Registrant and
Morgan Stanley Trust Company, incorporated by reference to
Exhibit 8(b) to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-95-005830) on August 1, 1995.

(g)(3) Amendment to International Custody Agreement between
Registrant and Morgan Stanley Trust Company, incorporated by
reference to Exhibit 8(c) to Post-Effective Amendment No. 30
to Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-96-010828) on May 24, 1996.

(g)(4) Amendment to International Custody Agreement between
Registrant and The Chase Manhattan Bank, incorporated by
reference to Exhibit (g)(4) to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-00-02610) on May 1, 2000.

C-3
<PAGE>

(h)(1) Administration Agreement between Registrant and Morgan
Stanley Asset Management Inc., incorporated by reference to
Exhibit 9(a) to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No.
0000912057-95-005830) on August 1, 1995.

(h)(2) Administration Agreement between Registrant and United
States Trust Company, incorporated by reference to Exhibit
9(b) to Post-Effective Amendment No. 25 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange Commission
via EDGAR (Accession No. 0000912057-95-005830) on August 1,
1995.

(i) Opinion of Counsel, filed herewith.

(j) Not applicable.

(k) Not applicable.

(l) Purchase Agreement, incorporated by reference to Exhibit 13
to Post-Effective Amendment No. 25 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange Commission
via EDGAR (Accession No. 0000912057-95-005830) on August 1,
1995.

(m)(1) Distribution Plan with respect to the Class B shares (the
"Class B Plan") of the Active Country Allocation Portfolio,
incorporated by reference to Exhibit 15 to Post-Effective
Amendment No. 33 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-23166), filed with Securities
and Exchange Commission via EDGAR (Accession No.
0000912057-97-007488) on February 28, 1997. The following
Class B Plans have been omitted because they are
substantially identical to the one incorporated by reference
herein. The omitted Class B Plans differ from the Class B
Plan incorporated by reference herein only with respect to
the portfolio to which the Class B Plan relates: Fixed
Income, Global Fixed Income, Municipal Bond, Mortgage-Backed
Securities, High Yield, Value Equity, Gold, Global Equity,
International Equity, Asian Equity, European Equity,
Japanese Equity, Latin American, Emerging Markets, Emerging
Markets Debt, China Growth, Equity Growth, Emerging Growth,
MicroCap, Aggressive Equity, U.S. Real Estate, International
Magnum, Technology, U.S. Equity Plus, European Real Estate,
Asian Real Estate and Money Market Portfolios.

(n) Not applicable.

(o) 18f-3 Plan, incorporated by reference to Exhibit 19 to
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-23166), filed
with the Securities and Exchange Commission via EDGAR
(Accession No. 0000912057-97-007488) on February 28, 1997.

(p) Code of Ethics, incorporated by reference to Exhibit (p)
to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange
Commission via EDGAR (Accession NO. 0000912057-00-020610)
on May 1, 2000.

(q) Powers of Attorney, filed herewith.

C-4
<PAGE>

Item 24. Persons Controlled by or under Common Control with Registrant

Provide a list or diagram of all persons directly or indirectly
controlled by or under common control with the Registrant. For any person
controlled by another person, disclose the percentage of voting securities owned
by the immediately controlling person or other basis of that person's control.
For each company, also provide the state or other sovereign power under the laws
of which the company is organized.

None.

Item 25. Indemnification

State the general effect of any contract, arrangements or statute
under which any director, officer, underwriter or affiliated person of the
Registrant is insured or indemnified against any liability incurred in their
official capacity, other than insurance provided by any director, officer,
affiliated person, or underwriter for their own protection.

Reference is made to Article SEVENTH of the Registrant's Articles of
Incorporation. Insofar as indemnification for liability may be permitted to
trustees, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of the Investment Adviser

Describe any other business, profession, vocation or employment of a
substantial nature in which the investment adviser and each director, officer or
partner of the investment adviser, is or has been, engaged within the last two
fiscal years for his or her own account or in the capacity of director, officer,
employee, partner or trustee. (Disclose the name and principal business address
of any company for which a person listed above serves in the capacity of
director, officer, employee, partner or trustee, and the nature of the
relationship.)

<TABLE>
<CAPTION>
NAME AND POSITION WITH
MSDW INVESTMENT POSITION WITH OTHER
MANAGEMENT INC. NAME OF OTHER COMPANY COMPANY
------------------------ --------------------- -------------------
<S> <C> <C>
Barton M. Biggs Morgan Stanley & Co. Managing Director
Chairman, Director Incorporated
and Managing
Director

Richard B. Worley Miller Anderson & Portfolio Manager and
President, Director, Sherrerd, LLP Executive Committee
Managing Director Member
and Member of
Executive Committee MAS Fund Distribution, Registered Representative
Inc.
Morgan Stanley & Co. Managing Director
Incorporated

C-5
<PAGE>

<CAPTION>
<S> <C> <C>
Harold J. Schaaff, Jr. Morgan Stanley & Co. Managing Director
General Counsel, Incorporated
Secretary and
Managing Director

Donald P. Ryan Morgan Stanley & Co. Principal
Compliance Officer Incorporated
and Principal

Alexander C. Frank Morgan Stanley & Co. Managing Director
Treasurer Incorporated

Marna C. Whittington Miller Anderson & Executive Committee
Chief Operating Sherrerd, LLP Member
Officer, Managing
Director and Member
of Executive
Committee

Peter D. Caldecott Morgan Stanley Dean Managing Director
Managing Director Witter Investment
and Member of Management Limited
Executive Committee

Thomas L. Bennett Morgan Stanley & Co. Managing Director
Member of Executive Incorporated
Committee and
Portfolio MAS Fund Distribution, Director
Manager Inc.
Miller Anderson & Portfolio Manager [and
Sherrerd, LLP Executive Committee
Member]

Alan E. Goldberg Morgan Stanley & Co. Managing Director
Member of Executive Incorporated
Committee
</TABLE>

In addition, MSDW Investment Management acts as investment adviser or
sub-adviser to the following registered investment companies: CIGNA Charter
Funds - Large Company Stock Growth Fund; Fifth Third Funds - International
Equity Fund; The Latin American Discovery Fund, Inc.; The Malaysia Fund, Inc.;
Morgan Stanley Dean Witter Africa Investment Fund, Inc.; Morgan Stanley Dean
Witter Asia-Pacific Fund, Inc.; Morgan Stanley Dean Witter

C-6
<PAGE>

Emerging Markets Debt Fund, Inc.; Morgan Stanley Dean Witter Emerging Markets
Fund, Inc.; Morgan Stanley Dean Witter Global Opportunity Bond Fund, Inc.;
Morgan Stanley Dean Witter High Yield Fund, Inc.; Morgan Stanley Dean Witter
Eastern Europe Fund, Inc.; Morgan Stanley Dean Witter India Investment Fund,
Inc.; certain portfolios of Morgan Stanley Dean Witter Universal Funds, Inc.;
Morgan Stanley Dean Witter Strategic Adviser Fund, Inc.; The Pakistan
Investment Fund, Inc.; The Thai Fund, Inc.; The Turkish Investment Fund,
Inc.; Aggressive Growth and Asset Allocation, Accounts of Principal Variable
Contracts Fund, Inc.; Principal Partners Aggressive Growth Fund, Inc.;
SunAmerica Series Trust - International Diversified Equities Portfolio;
SunAmerica Series Trust - Worldwide High Income Portfolio; Fortis Series
Fund, Inc. - Global Asset Allocation Series; Morgan Stanley Dean Witter
International Fund; Morgan Stanley Dean Witter International SmallCap Fund;
Morgan Stanley Dean Witter Pacific Growth Fund, Inc.; Morgan Stanley Dean
Witter Real Estate Fund; Morgan Stanley Dean Witter Variable Investment
Series - Pacific Growth Portfolio; Morgan Stanley Dean Witter Japan Fund,
Inc.; Morgan Stanley Dean Witter European Growth Fund Inc.; Morgan Stanley
Dean Witter Variable Investment Series - European Growth Portfolio; Morgan
Stanley Dean Witter Growth Fund; Morgan Stanley Dean Witter Select
Dimensions Investment Series -- The Growth Portfolio; Endeavor Money Market
Portfolio; Endeavor Series Trust - Endeavor Asset Allocation Portfolio; EQ
Advisors Trust - Morgan Stanley Emerging Markets Equity Portfolio; John
Hancock Variable Series Trust I - Emerging Markets Equity Portfolio; LSA
Variable Series Trust - MSAM Focused Equity Fund; Manufacturers Investment
Trust - Global Equity Trust; New England Zenith Fund - Morgan Stanley
International Magnum Equity Series; North American Funds -Global Equity Fund;
North American Funds - International Equity Fund; Pacific Select Fund - The
International Portfolio; Pacific Select Fund - Real Estate Investment Trust
("REIT") Portfolio; Phoenix Edge Series Fund - Morgan Stanley Focus Equity
Series; SEI Institutional International Trust - Emerging Markets Equity
Portfolio; Van Kampen World Portfolio Series Trust - Global Government
Securities Fund; Van Kampen Life Investment Trust - Global Equity Portfolio;
Van Kampen Life Investment Trust - Morgan Stanley Real Estate Securities
Portfolio; Van Kampen Global Managed Assets Fund; Van Kampen Real Estate
Securities Fund; certain portfolios of the Van Kampen Series Fund, Inc.

Describe any other business, profession, vocation or employment of a
substantial nature in which the investment sub-adviser, and each director,
officer or partner of the investment sub-adviser, is or has been, engaged within
the last two fiscal years, for his or her own account or in the capacity of
director, officer, employee, partner or trustee. (Disclose the name and
principal business address of any company for which a person listed above serves
in the capacity of director, officer, employee, partner or trustee, and the
nature of the relationship.)

During the last two fiscal years, no director or officer of Sun
Valley Gold Company or Morgan Stanley Dean Witter Advisors Inc., the
Registrant's investment sub-advisers, has engaged in any other business,
profession, vocation or employment of a substantial nature other than that of
the business of investment management and, through affiliates, investment
banking.

Item 27.
Principal Underwriters

(a) State the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal underwriter, depositor or
investment adviser.

Morgan Stanley & Co. Incorporated acts as distributor for Morgan
Stanley Dean Witter Institutional Fund, Inc., Morgan Stanley Dean
Witter Universal Funds, Inc. and Morgan Stanley Dean Witter Strategic
Adviser Fund, Inc., all registered open-end management investment
companies.

C-7
<PAGE>

(b) Provide the information with respect to each director, officer or
partner of each principal underwriter named in answer to item 20.

<TABLE>
<CAPTION>
POSITION AND
OFFICES WITH POSITION AND
NAME AND PRINCIPAL MORGAN STANLEY OFFICES WITH
BUSINESS ADDRESS* & CO. INCORPORATED REGISTRANT
------------------ ------------------ -------------
<S> <C> <C>
Barton M. Biggs Director Chairman and Director

Bruce D. Fiedorek Director and Vice Chairman

Mario Francescotti Director

Peter F. Karches Director, President and
Chief Operating Officer

John J. Mack Director

Robert A. Metzler Director

Stephan F. Newhouse Director and Vice Chairman

Ralph L. Pellecchio General Counsel and Secretary

Joseph R. Perella Director

Philip J. Purcell Director

John H. Schaefer Director

Robert G. Scott Director and Chief Financial
Officer

John S. Wadswoth, Jr. Director

Sir David Alan Walker Director

Alexander C. Frank Treasurer
-----------------------
Morgan Stanley & Co. Incorporated
*1585 Broadway
New York, NY 10036
</TABLE>

Item 28. Location of Accounts and Records

State the name and address of each person maintaining principal
possession of each account, book or other document required to be maintained by
section 31(a) of the 1940 Act [15 U.S.C. 80a-30(a)] and the rules under that
section.

C-8
<PAGE>

Chase Global Funds Services Company, Registrant's sub-transfer agent
and sub-dividend disbursing agent, P.O. Box 2798, Boston, Massachusetts,
02208-2798, maintains physical possession of each such account, book or other
document of the Fund.

In particular, with respect to the records required by Rule
31a-1(b)(1), Chase Global Funds Services Company maintains physical possession
of all journals containing itemized daily records of all purchases and sales of
securities, including sales and redemptions of Fund securities, and also
maintains physical possession all receipts and deliveries of securities
(including certificate numbers if such detail is not recorded by custodian or
transfer agent), all receipts and disbursements of cash, and all other debts and
credits.

In addition, Morgan Stanley Dean Witter Investment Management Inc.,
Registrant's investment adviser and administrator, 1221 Avenue of the Americas,
New York, New York 10020, maintains possession of the Fund's corporate
organizational records, in addition to certain other records required by Rule
31a-1(b).

Item 29. Management Services

Provide a summary of the substantive provisions of any
management-related service contract not discussed in part A or part B,
disclosing the parties to the contract and the total amount paid and by whom,
for the fund's last three fiscal years.

Not applicable.

Item 30. Undertakings

In initial registration statements filed under the Securities Act,
provide an undertaking to file an amendment to the registration statement with
certified financial statements showing the initial capital received before
accepting subscriptions from more than 25 persons if the Fund intends to raise
its initial capital under section 14(a)(3)[15U.S.C. 80a-14(a)(3)].

Not applicable.

C-9
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended,
the Registrant has duly caused this Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York and State of New York on September 19, 2000.

MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.

By: /s/ Harold J. Schaaff, Jr.
--------------------------
Harold J. Schaaff, Jr.
President

Pursuant to the requirements of the 1933 Act, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------- ----------------------------- ---------
<S> <C> <C>
/s/ Harold J. Schaaff, Jr. President September 19, 2000
------------------------------- (Principal Executive
Harold J. Schaaff, Jr. Officer)

*/s/ Barton M. Biggs Director (Chairman) September 19, 2000
-------------------------------
Barton M. Biggs

*/s/ Fergus Reid Director September 19, 2000
-------------------------------
Fergus Reid

*/s/ Frederick O. Robertshaw Director September 19, 2000
-------------------------------
Frederick O. Robertshaw

*/s/ Andrew McNally, IV Director September 19, 2000
-------------------------------
Andrew McNally IV

*/s/ John D. Barrett, II Director September 19, 2000
-------------------------------
John D. Barrett II

*/s/ Gerard E. Jones Director September 19, 2000
-------------------------------
Gerard E. Jones

*/s/ Samuel T. Reeves Director September 19, 2000
-------------------------------
Samuel T. Reeves

*/s/ Graham E. Jones Director September 19, 2000
-------------------------------
Graham E. Jones

*/s/ John A. Levin Director September 19, 2000
-------------------------------
John A. Levin

*/s/ William G. Morton, Jr. Director September 19, 2000
-------------------------------
William G. Morton, Jr.

/s/ Robin L. Conkey Treasurer September 19, 2000
-------------------------------
Robin L. Conkey
</TABLE>

*By: /s/ Harold J. Schaaff, Jr.
--------------------------
Harold J. Schaaff, Jr.
Attorney-In-Fact

<PAGE>

MORGAN STANLEY INSTITUTIONAL FUND, INC.

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
EDGAR
EXHIBIT
NUMBER DOCUMENT
------- ----------------------------------------------------------------------------------------------------------------
<S> <C>
(a)(1) Registrant's Articles of Amendment and Restatement, incorporated by reference to Exhibit 1(a) to Post-
Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange Commission via EDGAR (Accession No. 0000912057-95-
008594) on October 13, 1995.

(a)(2) Registrant's Articles Supplementary to Registrant's Articles of Amendment and Restatement
(reclassifying shares), incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 30
to Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No. 0000912057-96-010828) on May 24, 1996.

(a)(3) Registrant's Articles Supplementary to Registrant's Articles of Amendment and Restatement (adding new
Technology Portfolio), incorporated by reference to Exhibit 1(c) to Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No. 0000912057-96-010828) on May 24, 1996.

(a)(4) Registrant's Articles Supplementary to Registrant's Articles of Amendment and Restatement (adding U.S.
Equity Plus Portfolio), incorporated by reference to Exhibit 1(d) to Post-Effective Amendment No. 38
to Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No. 0001047469-98-008051)on February 27, 1998.

(a)(5) Registrant's Articles Supplementary to Registrant's Articles of Amendment and Restatement (adding
European Real Estate and Asian Real Estate Portfolios), incorporated by reference to Exhibit 1(e) to
Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (Registration No.
33-23166), filed with the Securities and Exchange Commission via EDGAR (Accession No. 00001047469-98-
008051) on February 27, 1998.

(a)(6) Registrant's Articles Supplementary to Registrant's Articles of Amendment and Restatement (adding
Class B shares to the Money Market Portfolio), incorporated by reference to Exhibit 1(f) to Post-
Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (Registration No. 33-
23166), filed with the Securities and Exchange Commission via EDGAR (Accession No. 00001047469-98-
008051) on February 27, 1998.

(a)(7) Articles of Amendment to Registrant's Articles of Amendment and Restatement (Active Country Allocation
Portfolio name changed to Active International Portfolio), incorporated by reference to Exhibit (a)(7)
to Post-Effective Amendment No. 40 to the Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR (Accession
No. 0001047469-99-002378) on January 27, 1999.

(a)(8) Articles of Amendment to Registrant's Articles of Amendment and Restatement (Active International
Portfolio name changed to Active International Allocation Portfolio), incorporated by reference to
Exhibit (a)(8) to Post-Effective Amendment No. 40 to the Registrant's Registration Statement on Form
N-1A (Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR
(Accession No. 0001047469-99-002378) on January 27, 1999.

<PAGE>

<CAPTION>
<S> <C>
(a)(9) Articles of Amendment to Registrant's Articles of Amendment and Restatement (changing corporate name
to Morgan Stanley Dean Witter Institutional Fund, Inc.), incorporated by reference to Exhibit (a)(9)
to Post-Effective Amendment No. 40 to the Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR (Accession
No. 0001047469-99-002378) on January 27, 1999.

EX-99. (a)(10) Articles of Amendment to Registrant's Articles of Amendment and Restatement (Aggressive Equity
Portfolio name changed to Focus Equity Portfolio and Emerging Growth Portfolio name changed to Small
Company Growth Portfolio), incorporated by reference to Exhibit (a)(10) to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with
the Securities and Exchange Commission via EDGAR (Accession NO. 0000912057-00-020610) on May 1, 2000.

(a)(11) Form of Articles of Supplementary to the Articles of Amendment and Restatement (adding Emerging
Markets Advisory Portfolio), filed herewith.

(b) Amended and Restated By-Laws, incorporated by reference to Exhibit 2 to Post-Effective Amendment
No. 33 to Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No. 0000912057-97-007488) on February 28, 1997.

(c)(1) Specimen Security with respect to Morgan Stanley Institutional Fund, Inc. Class A shares incorporated
by reference to Exhibit 1(a) (Amended and Restated Articles of Incorporation), as amended to date to
Post-Effective Amendment No. 26 to Registrant's Registration Statement (Registration No. 33-23166),
filed with the Securities and Exchange Commission via EDGAR (Accession No. 0000912057-95-008594) on
October 13, 1995 and Exhibit 2 (Amended and Restated By-Laws), as amended to date to Post-Effective
Amendment No. 33 to Registrant's Registration Statement, filed with the Securities and Exchange
Commission via EDGAR (Accession No. 0000912057-97-007488) on February 28, 1997.

(c)(2) Specimen Security with respect to Morgan Stanley Institutional Fund, Inc. Class B shares incorporated
by reference to Exhibit 1(a) (Amended and Restated Articles of Incorporation), as amended to date to
Post-Effective Amendment No. 26 to Registrant's Registration Statement (Registration No. 33-23166),
filed with the Securities and Exchange Commission via EDGAR (Accession No. 0000912057-95-008594) on
October 13, 1995 and Exhibit 2 (Amended and Restated By-Laws), as amended to date to Post-Effective
Amendment No. 33 to Registrant's Registration Statement, filed with the Securities and Exchange
Commission via EDGAR (Accession No.0000912057-97-007488) on February 28, 1997.

(d)(1) Investment Advisory Agreement between Registrant and Morgan Stanley Asset Management Inc.,
incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 40 to the Registrant's
Registration Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No. 0001047469-99-002378) on January 27, 1999.

(d)(2) Investment Sub-Advisory Agreement among Registrant, Morgan Stanley Asset Management Inc. and Sun
Valley Gold Company (with respect to the Gold Portfolio) is incorporated by reference to Exhibit 5(i)
to Post-Effective Amendment No. 25 to Registrant's Registration Statement on Form N-1A (Registration
No. 33-23166), filed with the Securities and Exchange Commission via EDGAR (Accession No. 0000912057-
95-005830) on August 1, 1995.

(d)(3) Supplement to Investment Advisory Agreement between Registrant and Morgan Stanley Asset Management
Inc. (adding the U.S. Equity Plus Portfolio), is incorporated by reference to Exhibit 5(q) to Post-
Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (Registration No. 33-
23166), filed with the Securities and Exchange Commission via EDGAR (Accession No. 0001047469-98-
008051) on February 27, 1998.

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(d)(4) Supplement to Investment Advisory Agreement between Registrant and Morgan Stanley Asset Management
Inc. (adding the Asian and European Real Estate Portfolios), is incorporated by reference to Exhibit
5(r) to Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and Exchange Commission on February 27, 1998.

EX-99. (d)(5) Amendment to Investment Advisory Agreement between Registrant and MSDW Investment Management (reducing
the annual advisory fee payable by the Emerging Markets Debt Portfolio of the Fund from 1.00% to
0.75%), incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession NO. 0000912057-00-020610) on May 1, 2000.

(d)(6) Form of Supplement to Investment Advisory Agreement between Registrant and Morgan Stanley Dean
Witter Investment Management Inc. (adding Emerging Markets Advisory Portfolio), filed herewith.

EX-99. (d)(7) Sub-Advisory Agreement between Registrant and Morgan Stanley Dean Witter Advisors Inc., incorporated
by reference to Exhibit (d)(6) to Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and Exchange
Commission via EDGAR (Accession NO. 0000912057-00-020610) on May 1, 2000.

(e)(1) Distribution Agreement between Registrant and Morgan Stanley & Co. Incorporated., incorporated by
reference to Exhibit 6(a) to Post-Effective Amendment No. 25 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR
(Accession No. 0000912057-95-005830) on August 1, 1995.

(e)(2) Supplement to Distribution Agreement between Registrant and Morgan Stanley & Co. Incorporated,
incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No. 0000912057-96-007390) on April 30, 1996.

(f) Not applicable.

(g)(1) Mutual Fund Domestic Custody Agreement between Registrant and United States Trust Company,
incorporated by reference to Exhibit 8(a) to Post-Effective Amendment No. 25 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No. 0000912057-95-005830) August 1, 1995.

(g)(2) International Custody Agreement between Registrant and [Morgan Stanley Trust Company], incorporated by
reference to Exhibit 8(b) to Post-Effective Amendment No. 25 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR
(Accession No. 0000912057-95-005830) on August 1, 1995.

(g)(3) Amendment to International Custody Agreement between Registrant and [Morgan Stanley Trust Company],
incorporated by reference to Exhibit 8(c) to Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No. 0000912057-96-010828) on May 24, 1996.

EX-99. (g)(4) Amendment to International Custody Agreement between Registrant and The Chase Manhattan Bank,
incorporated by reference to Exhibit (g)(4) to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No. 0000912057-00-020610) on May 1, 2000.

(h)(1) Administration Agreement between Registrant and Morgan Stanley Asset Management Inc., incorporated by
reference to Exhibit 9(a) to Post-Effective Amendment No. 25 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR
(Accession No. 0000912057-95-005830) on August 1, 1995.

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(h)(2) Administration Agreement between Registrant and United States Trust Company, incorporated by reference
to Exhibit 9(b) to Post-Effective Amendment No. 25 to Registrant's Registration Statement on Form N-1A
(Registration No. 33-23166), filed with the Securities and Exchange Commission via EDGAR (Accession
No. 0000912057-95-005830) on August 1, 1995.

EX-99. (i) Opinion of Counsel, filed herewith.

EX-99. (j) Not applicable.

(k) Not applicable.

(l) Purchase Agreement, incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession No. 0000912057-95-005830) on August 1, 1995.

(m)(1) Distribution Plan with respect to the Class B shares (the "Class B Plan") of the Active Country
Allocation Portfolio, incorporated by reference to Exhibit 15 to Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with Securities
and Exchange Commission via EDGAR (Accession No. 0000912057-97-007488) on February 28, 1997. The
following Class B Plans have been omitted because they are substantially identical to the one
incorporated by reference herein. The omitted Class B Plans differ from the Class B Plan incorporated
by reference herein only with respect to the portfolio to which the Class B Plan relates: Fixed
Income, Global Fixed Income, Municipal Bond, Mortgage-Backed Securities, High Yield, Value Equity,
Gold, Global Equity, International Equity, Asian Equity, European Equity, Japanese Equity, Latin
American, Emerging Markets, Emerging Markets Debt, China Growth, Equity Growth, Emerging Growth,
MicroCap, Aggressive Equity, U.S. Real Estate, International Magnum, Technology, U.S. Equity Plus,
European Real Estate, Asian Real Estate and Money Market Portfolios.

EX-27. (n) Not applicable.

(o) 18f-3 Plan, incorporated by reference to Exhibit 19 to Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-23166), filed with the Securities and
Exchange Commission via EDGAR (Accession No. 0000912057-97-007488) on February 28, 1997.

EX-99. (p) Code of Ethics, incorporated by reference to Exhibit (p) to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-23166), filed with the
Securities and Exchange Commission via EDGAR (Accession NO. 0000912057-00-020610) on May 1, 2000.

EX-99. (q) Powers of attorney, filed herewith.
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