SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
¶
– Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/23/10 Morgan Stanley Inst’l Fund Inc 485BPOS¶ 2/23/10 14:2.8M Merrill Corp-MD/FA → Advantage Portfolio ⇒ Class A (MAPPX) — Class H — Class I (MPAIX) — Class L (MAPLX) → Global Opportunity Portfolio ⇒ Class A (MGGPX) — Class H — Class I (MGGIX) — Class L (MGGLX) → International Opportunity Portfolio ⇒ Class A (MIOPX) — Class H — Class I (MIOIX) — Class L (MIOLX) → Opportunity Portfolio ⇒ Class A — Class H — Class I — Class L |
Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment HTML 1.54M 14: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 9K 13: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 8K 2: EX-99.(A)(43) Miscellaneous Exhibit HTML 62K 3: EX-99.(A)(44) Miscellaneous Exhibit HTML 59K 4: EX-99.(A)(45) Miscellaneous Exhibit HTML 67K 5: EX-99.(D)(1) Miscellaneous Exhibit HTML 69K 6: EX-99.(H)(4) Miscellaneous Exhibit HTML 88K 7: EX-99.(I)(22) Miscellaneous Exhibit HTML 15K 8: EX-99.(I)(23) Miscellaneous Exhibit HTML 36K 9: EX-99.(M)(1) Miscellaneous Exhibit HTML 30K 10: EX-99.(M)(2) Miscellaneous Exhibit HTML 27K 11: EX-99.(M)(3) Miscellaneous Exhibit HTML 29K 12: EX-99.(O) Miscellaneous Exhibit HTML 35K
Exhibit 99.(a)(45)
MORGAN STANLEY INSTITUTIONAL FUND, INC.
ARTICLES SUPPLEMENTARY
MORGAN STANLEY INSTITUTIONAL FUND, INC., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940.
SECOND: The Board of Directors of the Corporation (the “Board of Directors”), at a meeting duly convened and held on December 9-10, 2009, adopted resolutions which: (i) increased the total number of shares of stock which the Corporation has authority to issue to twenty-five billion five hundred million (25,500,000,000) shares of common stock; and (ii) established four (4) additional portfolios of common stock, each such portfolio consisting of four classes, designated as International Opportunity Portfolio — Class I, International Opportunity Portfolio — Class P, International Opportunity Portfolio — Class H, International Opportunity Portfolio — Class L, Advantage Portfolio — Class I, Advantage Portfolio — Class P, Advantage Portfolio — Class H, Advantage Portfolio — Class L, Equity Growth Portfolio — Class I, Equity Growth Portfolio — Class P, Equity Growth Portfolio — Class H, Equity Growth Portfolio — Class L, Global Growth Portfolio — Class I, Global Growth Portfolio — Class P, Global Growth Portfolio — Class H and Global Growth Portfolio — Class L, respectively, and classified 500,000,000 shares of common stock as shares of International Opportunity Portfolio — Class I, 500,000,000 shares of common stock as shares of International Opportunity Portfolio — Class P, 500,000,000 shares of common stock as shares of International Opportunity Portfolio — Class H, 500,000,000 shares of common stock as shares of International Opportunity Portfolio — Class L, 500,000,000 shares of common stock as shares of Advantage Portfolio — Class I, 500,000,000 shares of common stock as shares of Advantage Portfolio — Class P, 500,000,000 shares of common stock as shares of Advantage Portfolio — Class H, 500,000,000 shares of common stock as shares of Advantage Portfolio — Class L, 500,000,000 shares of common stock as shares of Equity Growth Portfolio — Class I, 500,000,000 shares of common stock as shares of Equity Growth Portfolio — Class P, 500,000,000 shares of common stock as shares of Equity Growth Portfolio — Class H, 500,000,000 shares of common stock as shares of Equity Growth Portfolio — Class L, 500,000,000 shares of common stock as shares of Global Growth Portfolio — Class I, 500,000,000 shares of common stock as shares of Global Growth Portfolio — Class P, 500,000,000 shares of common stock as shares of Global Growth Portfolio — Class H and 500,000,000 shares of common stock as shares of Global Growth Portfolio — Class L.
THIRD: The terms applicable to the classes of common stock designated and classified as set forth above, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption, as set by the Board of Directors, are the same as the terms of the existing classes of common stock which are set forth in the Articles of Restatement of the Corporation, as amended and supplemented (the “Charter”).
FOURTH: As of immediately before the increase in the number of authorized shares as set forth above, the total number of shares of stock of all classes that the Corporation had authority to issue was seventeen billion five hundred million (17,500,000,000) shares of common stock, having an aggregate par value of twenty-one million five hundred thousand dollars ($21,500,000) and designated and classified in the following portfolios and classes:
NAME OF CLASS |
|
NUMBER OF SHARES OF |
|
|
|
Active International Allocation Portfolio — Class I |
|
500,000,000 shares |
Active International Allocation Portfolio — Class P |
|
500,000,000 shares |
Capital Growth Portfolio — Class I |
|
500,000,000 shares |
Capital Growth Portfolio — Class P |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class I† |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class P† |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class H† |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class L† |
|
500,000,000 shares |
Emerging Markets Portfolio — Class I |
|
500,000,000 shares |
Emerging Markets Portfolio — Class P |
|
500,000,000 shares |
Focus Growth Portfolio — Class I |
|
500,000,000 shares |
Focus Growth Portfolio — Class P |
|
500,000,000 shares |
Global Franchise Portfolio — Class I |
|
500,000,000 shares |
Global Franchise Portfolio — Class P |
|
500,000,000 shares |
Global Real Estate Portfolio — Class I |
|
500,000,000 shares |
Global Real Estate Portfolio — Class P |
|
500,000,000 shares |
Global Real Estate Portfolio — Class H |
|
500,000,000 shares |
Global Real Estate Portfolio — Class L |
|
500,000,000 shares |
International Equity Portfolio — Class I |
|
500,000,000 shares |
International Equity Portfolio — Class P |
|
500,000,000 shares |
International Growth Equity Portfolio — Class I |
|
500,000,000 shares |
International Growth Equity Portfolio — Class P |
|
500,000,000 shares |
International Real Estate Portfolio — Class I |
|
500,000,000 shares |
International Real Estate Portfolio — Class P |
|
500,000,000 shares |
International Small Cap Portfolio — Class I |
|
1,000,000,000 shares |
International Small Cap Portfolio — Class P |
|
500,000,000 shares |
Large Cap Relative Value Portfolio — Class I |
|
500,000,000 shares |
Large Cap Relative Value Portfolio — Class P |
|
500,000,000 shares |
Small Company Growth Portfolio — Class I |
|
500,000,000 shares |
Small Company Growth Portfolio — Class P |
|
500,000,000 shares |
U.S. Real Estate Portfolio — Class I |
|
500,000,000 shares |
U.S. Real Estate Portfolio — Class P |
|
500,000,000 shares |
U.S. Small/Mid Cap Value Portfolio — Class I |
|
500,000,000 shares |
U.S. Small/Mid Cap Value Portfolio — Class P |
|
500,000,000 shares |
Total |
|
17,500,000,000 shares |
† The par value of all shares of common stock of all portfolios and classes that the Corporation has authority to issue is $0.001 per share, with the exception of the shares of common stock classified as Emerging Markets Debt Portfolio — Class I, Emerging Markets Debt Portfolio — Class P, Emerging Markets Debt Portfolio — Class H and Emerging Markets Debt Portfolio Class L, which have a par value of $0.003 per share.
FIFTH: As increased, the total number of shares of stock of all classes that the Corporation has authority to issue is twenty-five billion five hundred million (25,500,000,000) shares of common stock, having an aggregate par value of twenty-nine million five hundred thousand dollars ($29,500,000) and designated and classified in the following portfolios and classes:
NAME OF CLASS |
|
NUMBER OF SHARES OF |
|
|
|
Active International Allocation Portfolio — Class I |
|
500,000,000 shares |
Active International Allocation Portfolio — Class P |
|
500,000,000 shares |
Advantage Portfolio — Class I |
|
500,000,000 shares |
Advantage Portfolio — Class P |
|
500,000,000 shares |
Advantage Portfolio — Class H |
|
500,000,000 shares |
Advantage Portfolio — Class L |
|
500,000,000 shares |
Capital Growth Portfolio — Class I |
|
500,000,000 shares |
Capital Growth Portfolio — Class P |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class I† |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class P† |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class H† |
|
500,000,000 shares |
Emerging Markets Debt Portfolio — Class L† |
|
500,000,000 shares |
Emerging Markets Portfolio — Class I |
|
500,000,000 shares |
Emerging Markets Portfolio — Class P |
|
500,000,000 shares |
Equity Growth Portfolio — Class I |
|
500,000,000 shares |
Equity Growth Portfolio — Class P |
|
500,000,000 shares |
Equity Growth Portfolio — Class H |
|
500,000,000 shares |
Equity Growth Portfolio — Class L |
|
500,000,000 shares |
Focus Growth Portfolio — Class I |
|
500,000,000 shares |
Focus Growth Portfolio — Class P |
|
500,000,000 shares |
Global Franchise Portfolio — Class I |
|
500,000,000 shares |
Global Franchise Portfolio — Class P |
|
500,000,000 shares |
Global Growth Portfolio — Class I |
|
500,000,000 shares |
Global Growth Portfolio — Class P |
|
500,000,000 shares |
Global Growth Portfolio — Class H |
|
500,000,000 shares |
Global Growth Portfolio — Class L |
|
500,000,000 shares |
Global Real Estate Portfolio — Class I |
|
500,000,000 shares |
Global Real Estate Portfolio — Class P |
|
500,000,000 shares |
Global Real Estate Portfolio — Class H |
|
500,000,000 shares |
Global Real Estate Portfolio — Class L |
|
500,000,000 shares |
International Equity Portfolio — Class I |
|
500,000,000 shares |
International Equity Portfolio — Class P |
|
500,000,000 shares |
International Growth Equity Portfolio — Class I |
|
500,000,000 shares |
International Growth Equity Portfolio — Class P |
|
500,000,000 shares |
International Opportunity Portfolio — Class I |
|
500,000,000 shares |
International Opportunity Portfolio — Class P |
|
500,000,000 shares |
International Opportunity Portfolio — Class H |
|
500,000,000 shares |
International Opportunity Portfolio — Class L |
|
500,000,000 shares |
International Real Estate Portfolio — Class I |
|
500,000,000 shares |
International Real Estate Portfolio — Class P |
|
500,000,000 shares |
International Small Cap Portfolio — Class I |
|
1,000,000,000 shares |
International Small Cap Portfolio — Class P |
|
500,000,000 shares |
Large Cap Relative Value Portfolio — Class I |
|
500,000,000 shares |
Large Cap Relative Value Portfolio — Class P |
|
500,000,000 shares |
Small Company Growth Portfolio — Class I |
|
500,000,000 shares |
Small Company Growth Portfolio — Class P |
|
500,000,000 shares |
U.S. Real Estate Portfolio — Class I |
|
500,000,000 shares |
U.S. Real Estate Portfolio — Class P |
|
500,000,000 shares |
U.S. Small/Mid Cap Value Portfolio — Class I |
|
500,000,000 shares |
U.S. Small/Mid Cap Value Portfolio — Class P |
|
500,000,000 shares |
Total |
|
25,500,000,000 shares |
† The par value of all shares of common stock of all portfolios and classes that the Corporation has authority to issue is $0.001 per share, with the exception of the shares of common stock classified as Emerging Markets Debt Portfolio — Class I, Emerging Markets Debt Portfolio — Class P, Emerging Markets Debt Portfolio — Class H and Emerging Markets Debt Portfolio Class L, which have a par value of $0.003 per share.
SIXTH: The aggregate number of shares of stock of all classes that the Corporation has authority to issue has been increased by the Board of Directors in accordance with Section 2-105(c) of the Maryland General Corporation Law, and the shares of International Opportunity Portfolio — Class I, International Opportunity Portfolio — Class P, International Opportunity Portfolio — Class H, International Opportunity Portfolio — Class L, Advantage Portfolio — Class I, Advantage Portfolio — Class P, Advantage Portfolio — Class H, Advantage Portfolio — Class L, Equity Growth Portfolio — Class I, Equity Growth Portfolio — Class P, Equity Growth Portfolio — Class H, Equity Growth Portfolio — Class L, Global Growth Portfolio — Class I, Global Growth Portfolio — Class P, Global Growth Portfolio — Class H and Global Growth Portfolio — Class L have been classified and designated by the Board of Directors under the authority contained in Article FIFTH, Section 3 of the Charter.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to on its behalf by its Secretary on this 20th day of January, 2010.
|
|
MORGAN STANLEY INSTITUTIONAL FUND, INC. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Randy Takian |
|
|
|
Randy Takian |
|
|
|
President |
|
|
|
|
ATTEST: |
|
|
|
|
|
|
|
|
|
|
|
/s/ Mary E. Mullin |
|
|
|
Mary E. Mullin |
|
|
|
Secretary |
|
|
THE UNDERSIGNED, President of MORGAN STANLEY INSTITUTIONAL FUND, INC., who executed on behalf of the Corporation the foregoing Articles Supplementary of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
|
|
/s/ Randy Takian |
|
|
Randy Takian |
|
|
President |