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– Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/17/08 Morgan Stanley Inst’l Fund Inc 485BPOS¶ 10/18/08 13:1.6M Merrill Corp-MD/FA → International Small Cap Portfolio ⇒ Class A |
Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment HTML 782K 13: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 10K 2: EX-99.(A)(38) Miscellaneous Exhibit HTML 87K 3: EX-99.(A)(39) Miscellaneous Exhibit HTML 79K 4: EX-99.(A)(40) Miscellaneous Exhibit HTML 75K 5: EX-99.(H)(3) Miscellaneous Exhibit HTML 74K 6: EX-99.(H)(4) Miscellaneous Exhibit HTML 76K 7: EX-99.(I)(19) Miscellaneous Exhibit HTML 15K 8: EX-99.(I)(20) Miscellaneous Exhibit HTML 25K 9: EX-99.(J)(4) Miscellaneous Exhibit HTML 9K 10: EX-99.(M)(1) Miscellaneous Exhibit HTML 33K 11: EX-99.(M)(3) Miscellaneous Exhibit HTML 29K 12: EX-99.(O) Miscellaneous Exhibit HTML 33K
Exhibit 99.(a)(39)
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 June 25-26, 2008, adopted resolutions which:
THIRD: The reduction to zero of the number of shares of each of the Liquidated Portfolios results in the decrease in the aggregate number of shares of common stock which the Corporation has authority to issue from twenty-five billion (25,000,000,000) shares of common stock to twenty-one billion (21,000,000,000) shares of common stock.
FOURTH: As of immediately before the decrease in the number of authorized shares of the Liquidated Portfolios and the aggregate number of authorized shares of stock of all classes, as set forth above, the total number of shares of stock of all classes that the Corporation had authority to issue was twenty-five billion (25,000,000,000) shares of common stock, having an aggregate par value of twenty-nine million dollars ($29,000,000) 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 |
Disciplined Large Cap Value Active Extension Portfolio – Class I |
|
500,000,000 |
shares |
Disciplined Large Cap Value Active Extension Portfolio – Class P |
|
500,000,000 |
shares |
Disciplined Large Cap Value Active Extension Portfolio – Class H |
|
500,000,000 |
shares |
Disciplined Large Cap Value Active Extension Portfolio – Class L |
|
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 |
Global Value Equity Portfolio – Class I |
|
500,000,000 |
shares |
Global Value Equity Portfolio – Class P |
|
500,000,000 |
shares |
International Equity Portfolio – Class I |
|
500,000,000 |
shares |
International Equity Portfolio – Class P |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class I |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class P |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class H |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class L |
|
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 Magnum Portfolio – Class I |
|
500,000,000 |
shares |
International Magnum 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 |
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 |
Systematic Large Cap Core Active Extension Portfolio – Class I |
|
500,000,000 |
shares |
Systematic Large Cap Core Active Extension Portfolio – Class P |
|
500,000,000 |
shares |
Systematic Large Cap Core Active Extension Portfolio – Class H |
|
500,000,000 |
shares |
Systematic Large Cap Core Active Extension Portfolio – Class L |
|
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 |
|
25,000,000,000 |
shares |
2
† |
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: After giving effect to the decrease in the number of authorized shares of stock of the Liquidated Portfolios and the aggregate number of authorized shares of stock of all classes, as set forth above, the total number of shares of stock of all classes that the Corporation has authority to issue is twenty-one billion (21,000,000,000) shares of common stock, having an aggregate par value of twenty-five million dollars ($25,000,000) 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 |
Global Value Equity Portfolio – Class I |
|
500,000,000 |
shares |
Global Value Equity Portfolio – Class P |
|
500,000,000 |
shares |
International Equity Portfolio – Class I |
|
500,000,000 |
shares |
International Equity Portfolio – Class P |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class I |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class P |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class H |
|
500,000,000 |
shares |
International Growth Active Extension Portfolio – Class L |
|
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 Magnum Portfolio – Class I |
|
500,000,000 |
shares |
International Magnum Portfolio – Class P |
|
500,000,000 |
shares |
3
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 |
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 |
|
21,000,000,000 |
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 number of shares of stock of the Liquidated Portfolios, and the aggregate number of shares of stock of all classes, that the Corporation has authority to issue, has been decreased by the Board of Directors in accordance with Section 2-105(c) of the Maryland General Corporation Law.
[SIGNATURE PAGE FOLLOWS]
4
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 13th day of October, 2008.
|
MORGAN STANLEY INSTITUTIONAL FUND, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Randy Takian |
|
|
|
|
|
President |
ATTEST:
/s/ 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 |
|
|
|
|
|
President |